UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

                  Investment Company Act file number 811-21682
                                                     ---------

                          BB&T Variable Insurance Funds
               --------------------------------------------------
               (Exact name of registrant as specified in charter)

                     434 Fayetteville Street Mall, 5th Floor
                             Raleigh, NC 27601-0575
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                          E.G. Purcell, III, President
                          BB&T Variable Insurance Funds
                     434 Fayetteville Street Mall, 5th Floor
                             Raleigh, NC 27601-0575
                     ---------------------------------------
                     (Name and address of agent for service)

        Registrant's telephone number, including area code: 800-228-1872
                                                            ------------

                      Date of fiscal year end: December 31
                                               -----------

             Date of reporting period: July 1, 2008 - June 30, 2009
                                       ----------------------------

Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.




                               PROXY VOTING RECORD

                    FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-21682
Reporting Period: 07/01/2008 - 06/30/2009
BB&T Variable Insurance Funds









======================= BB&T CAPITAL MANAGER EQUITY VIF ========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



============================== BB&T LARGE CAP VIF ==============================


BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 2, 2009    Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect Director Susan L. Decker          For       For          Management
1.5   Elect Director William H. Gates III     For       For          Management
1.6   Elect Director David S. Gottesman       For       For          Management
1.7   Elect Director Charlotte Guyman         For       For          Management
1.8   Elect Director Donald R. Keough         For       For          Management
1.9   Elect Director Thomas S. Murphy         For       For          Management
1.10  Elect Director Ronald L. Olson          For       For          Management
1.11  Elect Director Walter Scott, Jr.        For       For          Management
2     Prepare Sustainability Report           Against   For          Shareholder


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Steven M. West           For       For          Management
12    Elect Director Jerry Yang               For       Against      Management
13    Ratify Auditors                         For       For          Management
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Internet Fragmentation        Against   For          Shareholder


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CLOROX COMPANY, THE

Ticker:       CLX            Security ID:  189054109
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 22, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Daniel Boggan, Jr.       For       For          Management
2     Elect Director Richard H. Carmona       For       For          Management
3     Elect Director Tully M. Friedman        For       For          Management
4     Elect Director George J. Harad          For       For          Management
5     Elect Director Donald R. Knauss         For       For          Management
6     Elect Director Robert W. Matschullat    For       For          Management
7     Elect Director Gary G. Michael          For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director Jan L. Murley            For       For          Management
10    Elect Director Pamela Thomas-Graham     For       For          Management
11    Elect Director Carolyn M. Ticknor       For       For          Management
12    Ratify Auditors                         For       For          Management


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COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       Withhold     Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       Withhold     Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Dr. Judith Rodin         For       Withhold     Management
1.13  Elect Director Michael I. Sovern        For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Restricted Stock Plan             For       For          Management
5     Amend Stock Option Plan                 For       For          Management
6     Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
7     Seek Shareholder Approval on Certain    Against   For          Shareholder
      Future Death Benefit Arrangements
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
9     Adopt a Recapitalization Plan           Against   For          Shareholder


- --------------------------------------------------------------------------------

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Armitage      For       For          Management
1.2   Elect Director Richard H. Auchinleck    For       For          Management
1.3   Elect Director James E. Copeland, Jr.   For       For          Management
1.4   Elect Director Kenneth M. Duberstein    For       For          Management
1.5   Elect Director Ruth R. Harkin           For       For          Management
1.6   Elect Director Harold W. McGraw III     For       For          Management
1.7   Elect Director James J. Mulva           For       For          Management
1.8   Elect Director Harald J. Norvik         For       For          Management
1.9   Elect Director William K. Reilly        For       For          Management
1.10  Elect Director Bobby S. Shackouls       For       For          Management
1.11  Elect Director Victoria J. Tschinkel    For       For          Management
1.12  Elect Director Kathryn C. Turner        For       For          Management
1.13  Elect Director William E. Wade, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Adopt Principles for Health Care Reform Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Report on Political Contributions       Against   For          Shareholder
7     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
8     Report on Environmental Impact of Oil   Against   For          Shareholder
      Sands Operations in Canada
9     Require Director Nominee Qualifications Against   Against      Shareholder


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 28, 2009   Meeting Type: Annual
Record Date:  NOV 21, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James D. Sinegal         For       For          Management
1.2   Elect Director Jeffrey H. Brotman       For       For          Management
1.3   Elect Director Richard A. Galanti       For       For          Management
1.4   Elect Director Daniel J. Evans          For       For          Management
1.5   Elect Director Jeffrey S. Raikes        For       For          Management
2     Ratify Auditors                         For       For          Management


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DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 18, 2008   Meeting Type: Annual
Record Date:  MAY 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Carty          For       For          Management
1.2   Elect Director Michael S. Dell          For       For          Management
1.3   Elect Director William H. Gray, III     For       For          Management
1.4   Elect Director Sallie L. Krawcheck      For       For          Management
1.5   Elect Director Alan (A.G.) Lafley       For       For          Management
1.6   Elect Director Judy C. Lewent           For       For          Management
1.7   Elect Director Thomas W. Luce, III      For       For          Management
1.8   Elect Director Klaus S. Luft            For       For          Management
1.9   Elect Director Alex J. Mandl            For       For          Management
1.10  Elect Director Michael A. Miles         For       For          Management
1.11  Elect Director Samuel A.  Nunn, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Reimburse Proxy Expenses                Against   For          Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director William C. Ford, Jr.     For       For          Management
1.3   Elect Director Dawn G. Lepore           For       For          Management
1.4   Elect Director Pierre M. Omidyar        For       For          Management
1.5   Elect Director Richard T. Schlosberg,   For       For          Management
      III
2     Approve Stock Option Exchange Program   For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 20, 2009   Meeting Type: Annual
Record Date:  FEB 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin S. Feldstein      For       Withhold     Management
1.2   Elect Director J. Erik Fyrwald          For       Withhold     Management
1.3   Elect Director Ellen R. Marram          For       Withhold     Management
1.4   Elect Director Douglas R. Oberhelman    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Reduce Supermajority Vote Requirement   Against   For          Shareholder
6     Amend Vote Requirements to Amend        Against   For          Shareholder
      Articles/Bylaws/Charter
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George A. Alcorn         For       For          Management
1.2   Elect Director Charles R. Crisp         For       For          Management
1.3   Elect Director James C. Day             For       For          Management
1.4   Elect Director Mark G. Papa             For       For          Management
1.5   Elect Director H. Leighton Steward      For       For          Management
1.6   Elect Director Donald F. Textor         For       For          Management
1.7   Elect Director Frank G. Wisner          For       For          Management
2     Ratify Auditors                         For       For          Management


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EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director L.R. Faulkner            For       For          Management
1.3   Elect Director K.C. Frazier             For       For          Management
1.4   Elect Director .W. George               For       For          Management
1.5   Elect Director R.C. King                For       For          Management
1.6   Elect Director M.C. Nelson              For       For          Management
1.7   Elect Director S.J. Palmisano           For       For          Management
1.8   Elect Director S.S Reinemund            For       For          Management
1.9   Elect Director R.W. Tillerson           For       For          Management
1.10  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   For          Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
5     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
6     Require Independent Board Chairman      Against   For          Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Average     Against   Against      Shareholder
      U.S. per Capita Income
9     Review Anti-discrimination Policy on    Against   Against      Shareholder
      Corporate Sponsorships and Executive
      Perks
10    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
11    Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
12    Report on Climate Change Impacts on     Against   Against      Shareholder
      Emerging Countries
13    Adopt Policy to Increase Renewable      Against   For          Shareholder
      Energy


- --------------------------------------------------------------------------------

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James I. Cash, Jr.       For       For          Management
1.2   Elect Director William M. Castell       For       For          Management
1.3   Elect Director Ann M. Fudge             For       For          Management
1.4   Elect Director Susan Hockfield          For       For          Management
1.5   Elect Director Jeffrey R. Immelt        For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Alan G. (A.G.) Lafley    For       Against      Management
1.8   Elect Director Robert W. Lane           For       For          Management
1.9   Elect Director Ralph S. Larsen          For       For          Management
1.10  Elect Director Rochelle B. Lazarus      For       For          Management
1.11  Elect Director James J. Mulva           For       For          Management
1.12  Elect Director Sam Nunn                 For       For          Management
1.13  Elect Director Roger S. Penske          For       Against      Management
1.14  Elect Director Robert J. Swieringa      For       For          Management
1.15  Elect Director Douglas A. Warner III    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   For          Shareholder
4     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
5     Evaluate the Potential Conversion of    Against   Against      Shareholder
      the Corporation's Business Units into
      Four or More Public Corporations and
      Distribute New Shares
6     Adopt Policy to Cease the Payments of   Against   For          Shareholder
      Dividends or Equivalent Payments to
      Senior Executives for Shares Not Owned
7     Submit Severance Agreement (Change in   Against   For          Shareholder
      Control) to shareholder Vote


- --------------------------------------------------------------------------------

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric Schmidt             For       Withhold     Management
1.2   Elect Director Sergey Brin              For       Withhold     Management
1.3   Elect Director Larry Page               For       Withhold     Management
1.4   Elect Director L. John Doerr            For       Withhold     Management
1.5   Elect Director John L. Hennessy         For       Withhold     Management
1.6   Elect Director Arthur D. Levinson       For       Withhold     Management
1.7   Elect Director Ann Mather               For       Withhold     Management
1.8   Elect Director Paul S. Otellini         For       Withhold     Management
1.9   Elect Director K. Ram Shriram           For       Withhold     Management
1.10  Elect Director Shirley M. Tilghman      For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Report on Political Contributions       For       For          Shareholder
5     Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
6     Adopt Principles for Health Care Reform Against   Against      Shareholder


- --------------------------------------------------------------------------------

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Susan L. Decker          For       For          Management
3     Elect Director John J. Donahoe          For       For          Management
4     Elect Director Reed E. Hundt            For       For          Management
5     Elect Director Paul S. Otellini         For       For          Management
6     Elect Director James D. Plummer         For       For          Management
7     Elect Director David S. Pottruck        For       For          Management
8     Elect Director Jane E. Shaw             For       For          Management
9     Elect Director John L. Thornton         For       For          Management
10    Elect Director Frank D. Yeary           For       For          Management
11    Elect Director David B. Yoffie          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Approve Stock Option Exchange Program   For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Provide for Cumulative Voting           Against   For          Shareholder
17    Adopt Policy on Human Rights to Water   Against   Against      Shareholder


- --------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Michael M.E. Johns       For       For          Management
1.4   Elect Director Arnold G. Langbo         For       For          Management
1.5   Elect Director Susan L. Lindquist       For       For          Management
1.6   Elect Director Leo F. Mullin            For       For          Management
1.7   Elect Director Wiliam D. Perez          For       For          Management
1.8   Elect Director Charles Prince           For       For          Management
1.9   Elect Director David Satcher            For       For          Management
1.10  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Crandall C. Bowles       For       For          Management
1.2   Elect Director Stephen B. Burke         For       For          Management
1.3   Elect Director David M. Cote            For       For          Management
1.4   Elect Director James S. Crown           For       For          Management
1.5   Elect Director James Dimon              For       For          Management
1.6   Elect Director Ellen V. Futter          For       For          Management
1.7   Elect Director William H. Gray, III     For       For          Management
1.8   Elect Director Laban P. Jackson, Jr.    For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Lee R. Raymond           For       For          Management
1.11  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Disclose Prior Government Service       Against   Against      Shareholder
5     Provide for Cumulative Voting           Against   For          Shareholder
6     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
7     Report on Predatory Lending Policies    Against   Against      Shareholder
8     Amend Key Executive Performance Plan    Against   For          Shareholder
9     Stock Retention/Holding Period          Against   For          Shareholder
10    Prepare Carbon Principles Report        Against   Against      Shareholder


- --------------------------------------------------------------------------------

KB HOME

Ticker:       KBH            Security ID:  48666K109
Meeting Date: APR 2, 2009    Meeting Type: Annual
Record Date:  FEB 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Bollenbach    For       For          Management
1.2   Elect Director Timothy W. Finchem       For       For          Management
1.3   Elect Director Kenneth M. Jastrow, II   For       For          Management
1.4   Elect Director Robert L. Johnson        For       For          Management
1.5   Elect Director Melissa Lora             For       For          Management
1.6   Elect Director Michael G. McCaffery     For       For          Management
1.7   Elect Director Jeffrey T. Mezger        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Stock Ownership Limitations     For       For          Management
4     Approve Shareholder Rights Plan (Poison For       For          Management
      Pill)
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Pay For Superior Performance            Against   For          Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Adopt Principles for Health Care Reform Against   Against      Shareholder


- --------------------------------------------------------------------------------

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ajay Banga               For       Against      Management
1.2   Elect Director Myra M. Hart             For       For          Management
1.3   Elect Director Lois D. Juliber          For       For          Management
1.4   Elect Director  Mark D. Ketchum         For       For          Management
1.5   Elect Director Richard A. Lerner        For       For          Management
1.6   Elect Director John C. Pope             For       For          Management
1.7   Elect Director Fredric G. Reynolds      For       For          Management
1.8   Elect Director Irene B. Rosenfeld       For       For          Management
1.9   Elect Director Deborah C. Wright        For       For          Management
1.10  Elect Director Frank G. Zarb            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


- --------------------------------------------------------------------------------

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Reuben V. Anderson       For       For          Management
2     Elect Director Robert D. Beyer          For       For          Management
3     Elect Director David B. Dillon          For       For          Management
4     Elect Director Susan J. Kropf           For       For          Management
5     Elect Director John T. Lamacchia        For       For          Management
6     Elect Director David B. Lewis           For       For          Management
7     Elect Director Don W. Mcgeorge          For       For          Management
8     Elect Director W. Rodney Mcmullen       For       For          Management
9     Elect Director Jorge P. Montoya         For       For          Management
10    Elect Director Clyde R. Moore           For       For          Management
11    Elect Director Susan M. Phillips        For       For          Management
12    Elect Director Steven R. Rogel          For       For          Management
13    Elect Director James A. Runde           For       For          Management
14    Elect Director Ronald L. Sargent        For       For          Management
15    Elect Director Bobby S. Shackouls       For       For          Management
16    Ratify Auditors                         For       For          Management
17    Increase Purchasing of Cage Free Eggs   Against   Against      Shareholder
18    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


- --------------------------------------------------------------------------------

LOEWS CORP.

Ticker:       L              Security ID:  540424108
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A.E. Berman              For       For          Management
2     Elect Director J.L. Bower               For       For          Management
3     Elect Director C.M. Diker               For       For          Management
4     Elect Director P.J. Fribourg            For       For          Management
5     Elect Director W.L. Harris              For       Against      Management
6     Elect Director P.A. Laskawy             For       For          Management
7     Elect Director K. Miller                For       For          Management
8     Elect Director G.R. Scott               For       For          Management
9     Elect Director A.H. Tisch               For       For          Management
10    Elect Director J.S. Tisch               For       For          Management
11    Elect Director J.M. Tisch               For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Articles to Simplify and Update   For       For          Management
      Charter
14    Provide for Cumulative Voting           Against   For          Shareholder


- --------------------------------------------------------------------------------

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. McKenna        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Approve Executive Incentive Bonus Plan  For       For          Management
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
9     Phase out Sales of Eggs from Battery    Against   Against      Shareholder
      Cage Hens


- --------------------------------------------------------------------------------

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles M. Lillis, Ph.D. For       For          Management
2     Elect Director William L. Roper, M.D.   For       For          Management
3     Elect Director David D. Stevens         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


- --------------------------------------------------------------------------------

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 21, 2008   Meeting Type: Annual
Record Date:  JUN 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Victor J. Dzau           For       For          Management
1.2   Elect Director William A. Hawkins       For       For          Management
1.3   Elect Director Shirley A. Jackson       For       For          Management
1.4   Elect Director Denise M. O'Leary        For       For          Management
1.5   Elect Director Jean-Pierre Rosso        For       For          Management
1.6   Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


- --------------------------------------------------------------------------------

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director  Leslie A. Brun          For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Richard T. Clark         For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director Steven F. Goldstone      For       For          Management
6     Elect Director William B. Harrison, Jr. For       For          Management
7     Elect Director Harry R. Jacobson        For       For          Management
8     Elect Director William N. Kelley        For       For          Management
9     Elect Director  Rochelle B. Lazarus     For       For          Management
10    Elect Director Carlos E. Represas       For       For          Management
11    Elect Director Thomas E. Shenk          For       For          Management
12    Elect Director  Anne M. Tatlock         For       For          Management
13    Elect Director Samuel O. Thier          For       For          Management
14    Elect Director Wendell P. Weeks         For       For          Management
15    Elect Director  Peter C. Wendell        For       For          Management
16    Ratify Auditors                         For       For          Management
17    Fix Number of Directors                 For       For          Management
18    Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
19    Require Independent Lead Director       Against   Against      Shareholder
20    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 5, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director William H. Gates, III    For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Reed Hastings            For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Approve Executive Incentive Bonus Plan  For       For          Management
11    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
12    Ratify Auditors                         For       For          Management
13    Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Charitable Contributions      Against   Against      Shareholder


- --------------------------------------------------------------------------------

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Spencer Abraham          For       Against      Management
1.2   Elect Director Ronald W. Burkle         For       Against      Management
1.3   Elect Director John S. Chalsty          For       Against      Management
1.4   Elect Director Edward P. Djerejian      For       Against      Management
1.5   Elect Director John E. Feick            For       Against      Management
1.6   Elect Director Ray R. Irani             For       Against      Management
1.7   Elect Director Irvin W. Maloney         For       Against      Management
1.8   Elect Director Avedick B. Poladian      For       Against      Management
1.9   Elect Director Rodolfo Segovia          For       Against      Management
1.10  Elect Director Aziz D. Syriani          For       Against      Management
1.11  Elect Director Rosemary Tomich          For       Against      Management
1.12  Elect Director Walter L. Weisman        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Report on Host Country Social and       Against   Against      Shareholder
      Environmental Laws


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director Michael S. Brown         For       For          Management
1.3   Elect Director M. Anthony Burns         For       For          Management
1.4   Elect Director Robert N. Burt           For       For          Management
1.5   Elect Director W. Don Cornwell          For       For          Management
1.6   Elect Director William H. Gray, III     For       For          Management
1.7   Elect Director Constance J. Horner      For       For          Management
1.8   Elect Director James M. Kilts           For       For          Management
1.9   Elect Director Jeffrey B. Kindler       For       For          Management
1.10  Elect Director George A. Lorch          For       For          Management
1.11  Elect Director Dana G. Mead             For       For          Management
1.12  Elect Director Suzanne Nora Johnson     For       For          Management
1.13  Elect Director Stephen W. Sanger        For       For          Management
1.14  Elect Director William C. Steere, Jr.   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Limit/Prohibit Executive Stock-Based    Against   Against      Shareholder
      Awards
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   For          Shareholder
7     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder


- --------------------------------------------------------------------------------

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 14, 2008   Meeting Type: Annual
Record Date:  AUG 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth I. Chenault      For       For          Management
1.2   Elect Director Scott D. Cook            For       For          Management
1.3   Elect Director Rajat K. Gupta           For       For          Management
1.4   Elect Director A.G. Lafley              For       For          Management
1.5   Elect Director Charles R. Lee           For       For          Management
1.6   Elect Director Lynn M. Martin           For       For          Management
1.7   Elect Director W. James McNerney, Jr.   For       For          Management
1.8   Elect Director Johnathan A. Rodgers     For       For          Management
1.9   Elect Director Ralph Snyderman          For       For          Management
1.10  Elect Director Margaret C. Whitman      For       For          Management
1.11  Elect Director Patricia A. Woertz       For       For          Management
1.12  Elect Director Ernesto Zedillo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Rotate Annual Meeting Location          Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

QUALCOMM INC

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 3, 2009    Meeting Type: Annual
Record Date:  JAN 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Irwin Mark Jacobs        For       For          Management
1.7   Elect Director Paul E. Jacobs           For       For          Management
1.8   Elect Director  Robert E. Kahn          For       For          Management
1.9   Elect Director Sherry Lansing           For       For          Management
1.10  Elect Director Duane A. Nelles          For       For          Management
1.11  Elect Director Marc I. Stern            For       For          Management
1.12  Elect Director  Brent Scowcroft         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Howard Schultz           For       For          Management
2     Elect Director Barbara Bass             For       For          Management
3     Elect Director William W. Bradley       For       For          Management
4     Elect Director Mellody Hobson           For       For          Management
5     Elect Director Kevin R. Johnson         For       For          Management
6     Elect Director Olden Lee                For       For          Management
7     Elect Director Sheryl Sandberg          For       For          Management
8     Elect Director James G. Shennan, Jr.    For       For          Management
9     Elect Director Javier G. Teruel         For       For          Management
10    Elect Director Myron E. Ullman, III     For       For          Management
11    Elect Director Craig E. Weatherup       For       For          Management
12    Approve Stock Option Exchange Program   For       For          Management
13    Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 28, 2009   Meeting Type: Proxy Contest
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1     Fix Number of Directors at 12           For       Did Not Vote Management
2     Elect Director Mary N. Dillon           For       Did Not Vote Management
3     Elect Director Richard M. Kovacevich    For       Did Not Vote Management
4     Elect Director George W. Tamke          For       Did Not Vote Management
5     Elect Director Solomon D. Trujillo      For       Did Not Vote Management
6     Ratify Auditors                         For       Did Not Vote Management
7     Amend Omnibus Stock Plan                For       Did Not Vote Management
8     Advisory Vote to Ratify Named Executive Against   Did Not Vote Shareholder
      Officers' Compensation

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)
1     Fix Number of Directors at 12           Against   Against      Management
2.1   Elect Director William A. Ackman        For       For          Shareholder
2.2   Elect Director Michael L. Ashner        For       Withhold     Shareholder
2.3   Elect Director James L. Donald          For       For          Shareholder
2.4   Elect Director Richard W. Vague         For       Withhold     Shareholder
3     Elect Director Ronald J. Gilson         For       Against      Shareholder
4     Ratify Auditors                         For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Advisory Vote to Ratify Named Executive Abstain   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

TEREX CORP.

Ticker:       TEX            Security ID:  880779103
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald M. DeFeo          For       For          Management
1.2   Elect Director G. Chris Andersen        For       For          Management
1.3   Elect Director Paula H. J. Cholmondeley For       For          Management
1.4   Elect Director Don DeFosset             For       For          Management
1.5   Elect Director William H. Fike          For       For          Management
1.6   Elect Director Thomas J. Hansen         For       For          Management
1.7   Elect Director Donald P. Jacobs         For       For          Management
1.8   Elect Director David A. Sachs           For       For          Management
1.9   Elect Director Oren G. Shaffer          For       For          Management
1.10  Elect Director David C. Wang            For       For          Management
1.11  Elect Director Helge H. Wehmeier        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


- --------------------------------------------------------------------------------

TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Kowalski      For       For          Management
1.2   Elect Director Rose Marie Bravo         For       For          Management
1.3   Elect Director Gary E. Costley          For       For          Management
1.4   Elect Director Lawrence K. Fish         For       For          Management
1.5   Elect Director Abby F. Kohnstamm        For       For          Management
1.6   Elect Director Charles K. Marquis       For       For          Management
1.7   Elect Director Peter W. May             For       For          Management
1.8   Elect Director J. Thomas Presby         For       For          Management
1.9   Elect Director William A. Shutzer       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


- --------------------------------------------------------------------------------

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       For          Management
8     Elect Director Gregory B. Penner        For       For          Management
9     Elect Director Allen I. Questrom        For       For          Management
10    Elect Director H. Lee Scott, Jr.        For       For          Management
11    Elect Director Arne M. Sorenson         For       For          Management
12    Elect Director Jim C. Walton            For       For          Management
13    Elect Director S. Robson Walton         For       For          Management
14    Elect Director Christopher J. Williams  For       For          Management
15    Elect Director Linda S. Wolf            For       For          Management
16    Ratify Auditors                         For       For          Management
17    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
18    Pay For Superior Performance            Against   Against      Shareholder
19    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
20    Report on Political Contributions       Against   For          Shareholder
21    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
22    Stock Retention/Holding Period          Against   Against      Shareholder


- --------------------------------------------------------------------------------

WELLS FARGO AND COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker II         For       For          Management
2     Elect Director John S. Chen             For       Against      Management
3     Elect Director Lloyd H. Dean            For       For          Management
4     Elect Director Susan E. Engel           For       Against      Management
5     Elect Director Enrique Hernandez, Jr.   For       For          Management
6     Elect Director Donald M. James          For       Against      Management
7     Elect Director Robert L. Joss           For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Richard D. McCormick     For       Against      Management
10    Elect Director Mackey J. McDonald       For       Against      Management
11    Elect Director Cynthia H. Milligan      For       Against      Management
12    Elect Director Nicholas G. Moore        For       For          Management
13    Elect Director Philip J. Quigley        For       Against      Management
14    Elect Director Donald B. Rice           For       Against      Management
15    Elect Director Judith M. Runstad        For       For          Management
16    Elect Director Stephen W. Sanger        For       Against      Management
17    Elect Director Robert K. Steel          For       For          Management
18    Elect Director John G. Stumpf           For       For          Management
19    Elect Director Susan G. Swenson         For       For          Management
20    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
21    Ratify Auditors                         For       For          Management
22    Amend Omnibus Stock Plan                For       Against      Management
23    Require Independent Board Chairman      Against   For          Shareholder
24    Report on Political Contributions       Against   For          Shareholder


- --------------------------------------------------------------------------------

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: AUG 1, 2008    Meeting Type: Proxy Contest
Record Date:  JUN 3, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1.1   Elect Director Roy J. Bostock           For       For          Management
1.2   Elect Director Ronald W. Burkle         For       For          Management
1.3   Elect Director Eric Hippeau             For       For          Management
1.4   Elect Director Vyomesh Joshi            For       For          Management
1.5   Elect Director Arthur H. Kern           For       For          Management
1.6   Elect Director Robert A. Kotick         For       For          Management
1.7   Elect Director Mary Agnes Wilderotter   For       For          Management
1.8   Elect Director Gary L. Wilson           For       For          Management
1.9   Elect Director Jerry Yang               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Pay For Superior Performance            Against   For          Shareholder
4     Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
5     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)
1.1   Elect Director Lucian A. Bebchuk        For       Did Not Vote Shareholder
1.2   Elect Director Frank J. Biondi, Jr.     For       Did Not Vote Shareholder
1.3   Elect Director John H. Chapple          For       Did Not Vote Shareholder
1.4   Elect Director Mark Cuban               For       Did Not Vote Shareholder
1.5   Elect Director Adam Dell                For       Did Not Vote Shareholder
1.6   Elect Director Carl C. Icahn            For       Did Not Vote Shareholder
1.7   Elect Director Keith A, Meister         For       Did Not Vote Shareholder
1.8   Elect Director Edward H. Meyer          For       Did Not Vote Shareholder
1.9   Elect Director Brian S. Posner          For       Did Not Vote Shareholder
2     Ratify Auditors                         For       Did Not Vote Management
3     Pay For Superior Performance            For       Did Not Vote Shareholder
4     Adopt Policies to Protect Freedom of    Against   Did Not Vote Shareholder
      Access to the Internet
5     Amend Bylaws to Establish a Board       Against   Did Not Vote Shareholder
      Committee on Human Rights




=========================== BB&T MID CAP GROWTH VIF ============================


ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe G. H. Capron    For       Withhold     Management
1.2   Elect Director Robert J. Corti          For       For          Management
1.3   Elect Director Frederic R. Crepin       For       Withhold     Management
1.4   Elect Director Brian G. Kelly           For       Withhold     Management
1.5   Elect Director Robert A. Kotick         For       Withhold     Management
1.6   Elect Director Jean-bernard Levy        For       Withhold     Management
1.7   Elect Director Robert J. Morgado        For       For          Management
1.8   Elect Director Douglas P. Morris        For       Withhold     Management
1.9   Elect Director Stephane Roussel         For       Withhold     Management
1.10  Elect Director Richard Sarnoff          For       For          Management
1.11  Elect Director Regis Turrini            For       Withhold     Management
2     Amend Omnibus Stock Plan                For       For          Management


- --------------------------------------------------------------------------------

ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard Bell             For       For          Management
1.2   Elect Director Max Link                 For       For          Management
1.3   Elect Director Joseph A. Madri          For       Withhold     Management
1.4   Elect Director Larry L. Mathis          For       For          Management
1.5   Elect Director R. Douglas Norby         For       For          Management
1.6   Elect Director Alvin S. Parven          For       For          Management
1.7   Elect Director Ruedi E. Waeger          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ALPHA NATURAL RESOURCES, INC.

Ticker:       ANR            Security ID:  02076X102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Ellen Bowers        For       For          Management
1.2   Elect Director John S. Brinzo           For       For          Management
1.3   Elect Director Hermann Buerger          For       For          Management
1.4   Elect Director Kevin S. Crutchfield     For       For          Management
1.5   Elect Director E. Linn Draper, Jr.      For       For          Management
1.6   Elect Director Glenn A. Eisenberg       For       For          Management
1.7   Elect Director John W. Fox, Jr.         For       For          Management
1.8   Elect Director Michael J. Quillen       For       For          Management
1.9   Elect Director Ted G. Wood              For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey P. Bezos         For       For          Management
2     Elect Director Tom A. Alberg            For       For          Management
3     Elect Director John Seely Brown         For       For          Management
4     Elect Director L. John Doerr            For       For          Management
5     Elect Director William B. Gordon        For       For          Management
6     Elect Director Alain Monie              For       For          Management
7     Elect Director Thomas O. Ryder          For       For          Management
8     Elect Director Patricia Q. Stonesifer   For       For          Management
9     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

AMEDISYS, INC.

Ticker:       AMED           Security ID:  023436108
Meeting Date: JUN 4, 2009    Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William F. Borne         For       For          Management
1.2   Elect Director Larry R. Graham          For       For          Management
1.3   Elect Director Ronald A. LaBorde        For       For          Management
1.4   Elect Director Jake L. Netterville      For       For          Management
1.5   Elect Director David R. Pitts           For       For          Management
1.6   Elect Director Peter F. Ricchiuti       For       For          Management
1.7   Elect Director Donald A. Washburn       For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Allison, Jr.   For       For          Management
1.2   Elect Director Peter J. Fluor           For       For          Management
1.3   Elect Director John W. Poduska, Sr.     For       Against      Management
1.4   Elect Director Paula Rosput Reynolds    For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity


- --------------------------------------------------------------------------------

ASSURANT INC

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles John Koch        For       Withhold     Management
1.2   Elect Director H. Carroll Mackin        For       For          Management
1.3   Elect Director Robert B. Pollock        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management


- --------------------------------------------------------------------------------

BAIDU.COM INC.

Ticker:       BIDU           Security ID:  056752108
Meeting Date: DEC 16, 2008   Meeting Type: Special
Record Date:  NOV 13, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Share Repurchase Program      For       Against      Management
2     Amend Articles of Association Re: Issue For       Against      Management
      and Purchase of Shares
3     Change Company Name to Baidu, Inc.      For       For          Management
4     Adopt New Memorandum and Articles of    For       Against      Management
      Association
5     Amend 2000 Option Plan                  For       Against      Management
6     Approve 2008 Share Incentive Plan       For       Against      Management


- --------------------------------------------------------------------------------

BE AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 31, 2008   Meeting Type: Annual
Record Date:  MAY 30, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Khoury         For       For          Management
1.2   Elect Director Jonathan M. Schofield    For       Withhold     Management
2     Implement MacBride Principles           Against   Against      Shareholder


- --------------------------------------------------------------------------------

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald James             For       For          Management
1.2   Elect Director Elliot S. Kaplan         For       For          Management
1.3   Elect Director Sanjay Khosla            For       For          Management
1.4   Elect Director George L. Mikan III      For       For          Management
1.5   Elect Director Matthew H. Paull         For       For          Management
1.6   Elect Director Richard M. Schulze       For       For          Management
1.7   Elect Director Hatim A. Tyabji          For       For          Management
1.8   Elect Director Gerard R. Vittecoq       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Reduce Supermajority Vote Requirement   For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Reduce Supermajority Vote Requirement   For       For          Management
9     Reduce Supermajority Vote Requirement   For       For          Management


- --------------------------------------------------------------------------------

BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  055921100
Meeting Date: JUL 22, 2008   Meeting Type: Annual
Record Date:  MAY 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director B. Garland Cupp          For       For          Management
1.2   Elect Director Robert E. Beauchamp      For       For          Management
1.3   Elect Director Jon E. Barfield          For       For          Management
1.4   Elect Director Gary Bloom               For       For          Management
1.5   Elect Director Meldon K. Gafner         For       For          Management
1.6   Elect Director P. Thomas Jenkins        For       For          Management
1.7   Elect Director Louis J. Lavigne, Jr.    For       For          Management
1.8   Elect Director Kathleen A. O'Neil       For       For          Management
1.9   Elect Director Tom C. Tinsley           For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

BURGER KING HOLDINGS, INC.

Ticker:       BKC            Security ID:  121208201
Meeting Date: NOV 20, 2008   Meeting Type: Annual
Record Date:  SEP 22, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Chidsey          For       For          Management
1.2   Elect Director Richard W. Boyce         For       For          Management
1.3   Elect Director David A. Brandon         For       Withhold     Management
1.4   Elect Director Ronald M. Dykes          For       For          Management
1.5   Elect Director Peter R. Formanek        For       For          Management
1.6   Elect Director Manuel A. Garcia         For       For          Management
1.7   Elect Director Sanjeev K. Mehra         For       Withhold     Management
1.8   Elect Director Stephen G. Pagliuca      For       For          Management
1.9   Elect Director Brian T. Swette          For       For          Management
1.10  Elect Director Kneeland C. Youngblood   For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  APR 21, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sol J. Barer             For       For          Management
1.2   Elect Director Robert J. Hugin          For       For          Management
1.3   Elect Director Michael D. Casey         For       For          Management
1.4   Elect Director Rodman L. Drake          For       For          Management
1.5   Elect Director A. Hull Hayes, Jr.       For       For          Management
1.6   Elect Director Gilla Kaplan             For       For          Management
1.7   Elect Director James J. Loughlin        For       For          Management
1.8   Elect Director Ernest Mario             For       For          Management
1.9   Elect Director Walter L. Robb           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


- --------------------------------------------------------------------------------

CEPHALON, INC.

Ticker:       CEPH           Security ID:  156708109
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank Baldino, Jr.,      For       For          Management
      Ph.D.
1.2   Elect Director William P. Egan          For       For          Management
1.3   Elect Director Martyn D. Greenacre      For       For          Management
1.4   Elect Director Vaughn M. Kailian        For       For          Management
1.5   Elect Director Kevin E. Moley           For       For          Management
1.6   Elect Director Charles A. Sanders, M.D. For       For          Management
1.7   Elect Director Gail R. Wilensky, Ph.D.  For       For          Management
1.8   Elect Director Dennis L. Winger         For       For          Management
2     Amend Stock Option Plan                 For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CHATTEM, INC.

Ticker:       CHTT           Security ID:  162456107
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  FEB 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert E. Bosworth       For       Withhold     Management
1.2   Elect Director Gary D. Chazen           For       For          Management
1.3   Elect Director Joey B. Hogan            For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CHEESECAKE FACTORY, INC., THE

Ticker:       CAKE           Security ID:  163072101
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alexander L. Cappello    For       Withhold     Management
1.2   Elect Director Jerome I. Kransdorf      For       Withhold     Management
1.3   Elect Director David B. Pittaway        For       For          Management
2     Reduce Supermajority Vote Requirement   For       For          Management
3     Permit Right to Act by Written Consent  For       For          Management
4     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CLEVELAND-CLIFFS INC.

Ticker:       CLF            Security ID:  185896107
Meeting Date: OCT 3, 2008    Meeting Type: Proxy Contest
Record Date:  SEP 2, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1     Approve Control Share Acquisition       Against   Against      Shareholder

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Green Card)
1     Approve Control Share Acquisition       For       Did Not Vote Shareholder
2     Adjourn Meeting                         For       Did Not Vote Management


- --------------------------------------------------------------------------------

CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis H. Chookaszian    For       For          Management
1.2   Elect Director Robert F. Corvino        For       For          Management
1.3   Elect Director Larry G. Gerdes          For       For          Management
1.4   Elect Director Daniel R. Glickman       For       For          Management
1.5   Elect Director James E. Oliff           For       For          Management
1.6   Elect Director John L. Pietrzak         For       For          Management
1.7   Elect Director Alex J. Pollock          For       For          Management
1.8   Elect Director William R. Shepard       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

CORE LABORATORIES N V

Ticker:       CLB            Security ID:  N22717107
Meeting Date: JAN 29, 2009   Meeting Type: Special
Record Date:  DEC 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     AUTHORIZATION OF MANAGEMENT BOARD TO    For       For          Management
      REPURCHASE UP TO 25.6% OF OUR ISSUED
      SHARE CAPITAL UNTIL JULY 29, 2010.


- --------------------------------------------------------------------------------

CORE LABORATORIES N V

Ticker:       CLB            Security ID:  N22717107
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Richard L. Bergmark as            For       For          Management
      Supervisory Board Member
1.2   Elect Alexander Vriesendorp as          For       For          Management
      Supervisory Board Member
2     Approve Financial Statements and        For       For          Management
      Statutory Reports
3     Grant Board Authority to Issue Shares   For       For          Management
      Up To 20 Percent of Issued Capital
4     Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 3
5     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
6     Transact Other Business                 None      None         Management


- --------------------------------------------------------------------------------

DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 19, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect  Director David S. Brown          For       For          Management
1.2   Elect  Director Lisa W. Pickrum         For       For          Management
1.3   Elect  Director Fernando Ruiz           For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ENERGY CONVERSION DEVICES, INC.

Ticker:       ENER           Security ID:  292659109
Meeting Date: NOV 18, 2008   Meeting Type: Annual
Record Date:  OCT 1, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect  Director Joseph A. Avila         For       For          Management
1.2   Elect  Director Alan E. Barton          For       For          Management
1.3   Elect  Director Christopher P. Belden   For       For          Management
1.4   Elect  Director Robert I. Frey          For       For          Management
1.5   Elect  Director William J. Ketelhut     For       For          Management
1.6   Elect  Director Mark D. Morelli         For       For          Management
1.7   Elect  Director Stephen Rabinowitz      For       For          Management
1.8   Elect  Director George A Schreiber, Jr. For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ENERSYS

Ticker:       ENS            Security ID:  29275Y102
Meeting Date: JUL 17, 2008   Meeting Type: Annual
Record Date:  JUN 2, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Lehman           For       For          Management
1.2   Elect Director Raymond E. Mabus, Jr.    For       For          Management
1.3   Elect Director Dennis S. Marlo          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

EQUINIX, INC.

Ticker:       EQIX           Security ID:  29444U502
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven T. Clontz         For       For          Management
1.2   Elect Director Steven P. Eng            For       For          Management
1.3   Elect Director Gary F. Hromadko         For       For          Management
1.4   Elect Director Scott G. Kriens          For       For          Management
1.5   Elect Director Irving F. Lyons, III     For       For          Management
1.6   Elect Director Christopher B. Paisley   For       For          Management
1.7   Elect Director Stephen M. Smith         For       For          Management
1.8   Elect Director Peter F. Van Camp        For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

FIDELITY NATIONAL FINANCIAL, INC.

Ticker:       FNF            Security ID:  31620R105
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank P. Willey          For       For          Management
1.2   Elect Director Willie D. Davis          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter K. Barker          For       For          Management
1.2   Elect Director Alan L. Boeckmann        For       For          Management
1.3   Elect Director Vilma S. Martinez        For       For          Management
1.4   Elect Director Dean R. O'Hare           For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 11, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director J. Bennett Johnston      For       For          Management
1.7   Elect Director Charles C. Krulak        For       For          Management
1.8   Elect Director Bobby Lee Lackey         For       For          Management
1.9   Elect Director Jon C. Madonna           For       For          Management
1.10  Elect Director Dustan E. McCoy          For       For          Management
1.11  Elect Director Gabrielle K. McDonald    For       For          Management
1.12  Elect Director James R. Moffett         For       For          Management
1.13  Elect Director B.M. Rankin, Jr.         For       For          Management
1.14  Elect Director J. Stapleton Roy         For       For          Management
1.15  Elect Director Stephen H. Siegele       For       For          Management
1.16  Elect Director J. Taylor Wharton        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Request Director Nominee Environmental  Against   For          Shareholder
      Qualifications


- --------------------------------------------------------------------------------

GAMESTOP CORP.

Ticker:       GME            Security ID:  36467W109
Meeting Date: JUN 23, 2009   Meeting Type: Annual
Record Date:  MAY 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel A. DeMatteo       For       For          Management
1.2   Elect Director Michael N. Rosen         For       For          Management
1.3   Elect Director Edward A. Volkwein       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

HUDSON CITY BANCORP, INC.

Ticker:       HCBK           Security ID:  443683107
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Denis J. Salamone        For       For          Management
1.2   Elect Director Michael W. Azzara        For       For          Management
1.3   Elect Director Victoria H. Bruni        For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: SEP 9, 2008    Meeting Type: Special
Record Date:  JUL 28, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management


- --------------------------------------------------------------------------------

INTERACTIVE BROKERS GROUP INC.

Ticker:       IBKR           Security ID:  45841N107
Meeting Date: JUL 8, 2008    Meeting Type: Annual
Record Date:  MAY 16, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas Peterffy          For       Against      Management
1.2   Elect Director Earl H. Nemser           For       Against      Management
1.3   Elect Director Paul J. Brody            For       Against      Management
1.4   Elect Director Milan Galik              For       Against      Management
1.5   Elect Director Lawrence E. Harris       For       For          Management
1.6   Elect Director Hans R. Stoll            For       For          Management
1.7   Elect Director Ivers W. Riley           For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

INTERDIGITAL INC.

Ticker:       IDCC           Security ID:  45867G101
Meeting Date: JUN 4, 2009    Meeting Type: Annual
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Merritt       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

JOS. A. BANK CLOTHIERS, INC.

Ticker:       JOSB           Security ID:  480838101
Meeting Date: JUN 18, 2009   Meeting Type: Annual
Record Date:  APR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew A. Giordano       For       For          Management
1.2   Elect Director William E. Herron        For       For          Management
1.3   Elect Director Henry Homes, III         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management


- --------------------------------------------------------------------------------

KANSAS CITY SOUTHERN

Ticker:       KSU            Security ID:  485170302
Meeting Date: OCT 7, 2008    Meeting Type: Special
Record Date:  AUG 13, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Omnibus Stock Plan              For       For          Management


- --------------------------------------------------------------------------------

LEAP WIRELESS INTERNATIONAL, INC.

Ticker:       LEAP           Security ID:  521863308
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Harkey, Jr.      For       For          Management
1.2   Elect Director S. Douglas Hutcheson     For       For          Management
1.3   Elect Director Robert V. LaPenta        For       For          Management
1.4   Elect Director Mark H. Rachesky         For       For          Management
1.5   Elect Director Michael B. Targoff       For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


- --------------------------------------------------------------------------------

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. McKenna        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Approve Executive Incentive Bonus Plan  For       For          Management
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
9     Phase out Sales of Eggs from Battery    Against   Against      Shareholder
      Cage Hens


- --------------------------------------------------------------------------------

METROPCS COMMUNICATIONS, INC.

Ticker:       PCS            Security ID:  591708102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Michael Barnes        For       For          Management
1.2   Elect Director Jack F. Callahan, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MICROS SYSTEMS, INC.

Ticker:       MCRS           Security ID:  594901100
Meeting Date: NOV 21, 2008   Meeting Type: Annual
Record Date:  OCT 6, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis M. Brown, Jr.      For       For          Management
1.2   Elect Director B. Gary Dando            For       For          Management
1.3   Elect Director A.L. Giannopoulos        For       For          Management
1.4   Elect Director F. Suzanne Jenniches     For       For          Management
1.5   Elect Director John G. Puente           For       For          Management
1.6   Elect Director Dwight S. Taylor         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Stock Option Plan                 For       For          Management
4     Other Business                          For       Against      Management


- --------------------------------------------------------------------------------

MICROSEMI CORP.

Ticker:       MSCC           Security ID:  595137100
Meeting Date: FEB 19, 2009   Meeting Type: Annual
Record Date:  JAN 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James J. Peterson        For       For          Management
1.2   Elect Director Dennis R. Leibel         For       For          Management
1.3   Elect Director Thomas R. Anderson       For       For          Management
1.4   Elect Director William E. Bendush       For       For          Management
1.5   Elect Director William L. Healey        For       For          Management
1.6   Elect Director Paul F. Folino           For       For          Management
1.7   Elect Director Matthew E. Massengill    For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MOSAIC CO

Ticker:       MOS            Security ID:  61945A107
Meeting Date: OCT 9, 2008    Meeting Type: Annual
Record Date:  AUG 11, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David B. Mathis          For       For          Management
1.2   Elect Director James L. Popowich        For       For          Management
1.3   Elect Director James T. Prokopanko      For       For          Management
1.4   Elect Director Steven M. Seibert        For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Merrill A. Miller, Jr.   For       For          Management
1.2   Elect Director Greg L. Armstrong        For       For          Management
1.3   Elect Director David D. Harrison        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


- --------------------------------------------------------------------------------

NUVASIVE, INC.

Ticker:       NUVA           Security ID:  670704105
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter C. Farrell, Ph.D.  For       For          Management
1.2   Elect Director Lesley H. Howe           For       For          Management
1.3   Elect Director Eileen M. More           For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2008
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends for Fiscal 2008
4     Elect Directors                         For       Against      Management
5     Elect Board Chairman                    For       Against      Management
6     Elect Fiscal Council Members and        For       Against      Management
      Alternates
7     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members


- --------------------------------------------------------------------------------

QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Ball            For       For          Management
1.2   Elect Director John R. Colson           For       For          Management
1.3   Elect Director J. Michal Conaway        For       For          Management
1.4   Elect Director Ralph R. Disibio         For       For          Management
1.5   Elect Director Bernard Fried            For       For          Management
1.6   Elect Director Louis C. Golm            For       For          Management
1.7   Elect Director Worthing F. Jackman      For       For          Management
1.8   Elect Director Bruce Ranck              For       For          Management
1.9   Elect Director John R. Wilson           For       For          Management
1.10  Elect Director Pat Wood, III            For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

RESEARCH IN MOTION LTD

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 15, 2008   Meeting Type: Annual
Record Date:  MAY 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect James Balsillie, Mike Lazaridis,  For       For          Management
      James Estill, David Kerr, Roger Martin,
      John Richardson, Barbara Stymiest and
      John Wetmore as Directors
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration


- --------------------------------------------------------------------------------

SINA CORP. (FORMERLY SINA.COM)

Ticker:       SINA           Security ID:  G81477104
Meeting Date: SEP 8, 2008    Meeting Type: Annual
Record Date:  JUL 11, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   ELECT  DIRECTOR PEHONG CHEN             For       For          Management
1.2   ELECT  DIRECTOR LIP-BU TAN              For       For          Management
1.3   ELECT  DIRECTOR YICHEN ZHANG            For       For          Management
2     RATIFY AUDITORS                         For       For          Management
3     APPROVAL OF THE AMENDMENT AND           For       Against      Management
      RESTATEMENT OF AMENDED AND RESTATED
      ARTICLES OF ASSOCIATION.


- --------------------------------------------------------------------------------

SOUTHWESTERN ENERGY CO.

Ticker:       SWN            Security ID:  845467109
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lewis E. Epley, Jr.      For       For          Management
1.2   Elect Director Robert L. Howard         For       Withhold     Management
1.3   Elect Director Harold M. Korell         For       For          Management
1.4   Elect Director Vello A. Kuuskraa        For       Withhold     Management
1.5   Elect Director Kenneth R. Mourton       For       Withhold     Management
1.6   Elect Director Charles E. Scharlau      For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark C. Miller           For       For          Management
1.2   Elect Director Jack W. Schuler          For       For          Management
1.3   Elect Director Thomas D. Brown          For       For          Management
1.4   Elect Director Rod F. Dammeyer          For       For          Management
1.5   Elect Director William K. Hall          For       For          Management
1.6   Elect Director Jonathan T. Lord, M.D.   For       For          Management
1.7   Elect Director John Patience            For       For          Management
1.8   Elect Director Ronald G. Spaeth         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90073100
Meeting Date: DEC 8, 2008    Meeting Type: Special
Record Date:  OCT 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     APPROVAL OF THE MERGER TRANSACTION TO   For       For          Management
      BE EFFECTED BY THE SCHEMES OF
      ARRANGEMENT, ATTACHED TO THE
      ACCOMPANYING PROXY STATEMENT AS ANNEX
      B.
2     APPROVAL OF THE MOTION TO ADJOURN THE   For       For          Management
      MEETING TO A LATER DATE TO SOLICIT
      ADDITIONAL PROXIES IF THERE ARE
      INSUFFICIENT VOTES AT THE TIME OF THE
      MEETING TO APPROVE THE MERGER
      TRANSACTION.


- --------------------------------------------------------------------------------

VISTAPRINT LIMITED

Ticker:       VPRT           Security ID:  G93762204
Meeting Date: NOV 7, 2008    Meeting Type: Annual
Record Date:  SEP 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   ELECT  DIRECTOR ROBERT KEANE            For       For          Management
1.2   ELECT  DIRECTOR DANIEL CIPORIN          For       Withhold     Management
2     TO APPROVE THE COMPANY S SECOND AMENDED For       For          Management
      AND RESTATED BYE-LAWS.
3     TO RATIFY AND APPROVE THE APPOINTMENT   For       For          Management
      OF ERNST & YOUNG LLP AS THE COMPANY S
      INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR
      ENDING JUNE 30, 2009.


- --------------------------------------------------------------------------------

WATSON PHARMACEUTICALS, INC.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald R. Taylor         For       For          Management
1.2   Elect Director Andrew L. Turner         For       For          Management
1.3   Elect Director Jack Michelson           For       For          Management
2     Ratify Auditors                         For       For          Management




===================== BB&T SPECIAL OPPORTUNITES EQUITY VIF =====================


ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe G. H. Capron    For       Withhold     Management
1.2   Elect Director Robert J. Corti          For       For          Management
1.3   Elect Director Frederic R. Crepin       For       Withhold     Management
1.4   Elect Director Brian G. Kelly           For       Withhold     Management
1.5   Elect Director Robert A. Kotick         For       Withhold     Management
1.6   Elect Director Jean-bernard Levy        For       Withhold     Management
1.7   Elect Director Robert J. Morgado        For       For          Management
1.8   Elect Director Douglas P. Morris        For       Withhold     Management
1.9   Elect Director Stephane Roussel         For       Withhold     Management
1.10  Elect Director Richard Sarnoff          For       For          Management
1.11  Elect Director Regis Turrini            For       Withhold     Management
2     Amend Omnibus Stock Plan                For       For          Management


- --------------------------------------------------------------------------------

AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George H. Conrades       For       For          Management
1.2   Elect Director Martin M. Coyne II       For       For          Management
1.3   Elect Director Jill A. Greenthal        For       For          Management
1.4   Elect Director Geoffrey A. Moore        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

Ticker:       MDRX           Security ID:  01988P108
Meeting Date: OCT 6, 2008    Meeting Type: Annual
Record Date:  AUG 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Amend Articles of Incorporation         For       For          Management
      Required to Consummate the Merger
      Agreement
3     Amend Articles of Incorporation and     For       For          Management
      Bylaws to Make Additional Changes
4.1   Elect Director Glen Tullman             For       For          Management
4.2   Elect Director M. Fazle Husain          For       For          Management
5     Ratify Auditors                         For       For          Management
6     Adjourn Meeting                         For       For          Management


- --------------------------------------------------------------------------------

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frederick M. Bohen       For       For          Management
2     Elect Director George D. Lawrence       For       For          Management
3     Elect Director Rodman D. Patton         For       For          Management
4     Elect Director Charles J. Pitman        For       For          Management


- --------------------------------------------------------------------------------

ARM HOLDINGS PLC

Ticker:       ARMH           Security ID:  042068106
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend of 1.32 Pence    For       For          Management
      Per Share
3     Approve Remuneration Report             For       For          Management
4     Re-elect Mike Inglis as Director        For       For          Management
5     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
6     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
7     Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights Under a General
      Authority up to Aggregate Nominal
      Amount of GBP 210,020 and an Additional
      Amount Pursuant to a Rights Issue of up
      to GBP 210,020
8     Subject to the Passing of Resolution 7, For       For          Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 33,600
9     Authorise 126,012,000 Ordinary Shares   For       For          Management
      for Market Purchase
10    Approve That a General Meeting Other    For       For          Management
      Than an Annual General Meeting May Be
      Called on Not Less Than 14 Clear Days'
      Notice
11    Amend Articles of Association           For       For          Management


- --------------------------------------------------------------------------------

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director L. Andreotti             For       For          Management
2     Elect Director L. B. Campbell           For       For          Management
3     Elect Director J. M. Cornelius          For       For          Management
4     Elect Director L. J. Freeh              For       For          Management
5     Elect Director L. H. Glimcher           For       For          Management
6     Elect Director M. Grobstein             For       For          Management
7     Elect Director L. Johansson             For       For          Management
8     Elect Director A. J. Lacy               For       For          Management
9     Elect Director V. L. Sato               For       For          Management
10    Elect Director T. D. West, Jr.          For       For          Management
11    Elect Director R. S. Williams           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
14    Reduce Supermajority Vote Requirement   Against   Against      Shareholder
15    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Steven M. West           For       For          Management
12    Elect Director Jerry Yang               For       Against      Management
13    Ratify Auditors                         For       For          Management
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Internet Fragmentation        Against   For          Shareholder


- --------------------------------------------------------------------------------

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       Withhold     Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       Withhold     Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Dr. Judith Rodin         For       Withhold     Management
1.13  Elect Director Michael I. Sovern        For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Restricted Stock Plan             For       For          Management
5     Amend Stock Option Plan                 For       For          Management
6     Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
7     Seek Shareholder Approval on Certain    Against   For          Shareholder
      Future Death Benefit Arrangements
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
9     Adopt a Recapitalization Plan           Against   For          Shareholder


- --------------------------------------------------------------------------------

CONSOL ENERGY, INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Whitmire            For       For          Management
1.2   Elect Director J. Brett Harvey          For       For          Management
1.3   Elect Director James E. Altmeyer, Sr.   For       Withhold     Management
1.4   Elect Director Philip W. Baxter         For       For          Management
1.5   Elect Director William E. Davis         For       For          Management
1.6   Elect Director Raj K. Gupta             For       For          Management
1.7   Elect Director Patricia A. Hammick      For       For          Management
1.8   Elect Director David C. Hardesty, Jr.   For       For          Management
1.9   Elect Director John T. Mills            For       For          Management
1.10  Elect Director William P. Powell        For       For          Management
1.11  Elect Director Joseph T. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Provide Early Disclosure of Shareholder Against   For          Shareholder
      Proposal Voting Results


- --------------------------------------------------------------------------------

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James B. Flaws           For       For          Management
1.2   Elect Director James R. Houghton        For       For          Management
1.3   Elect Director James J. O'Connor        For       Withhold     Management
1.4   Elect Director Deborah D. Rieman        For       For          Management
1.5   Elect Director Peter F. Volanakis       For       For          Management
1.6   Elect Director Mark S. Wrighton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
4     Declassify the Board of Directors       Against   For          Shareholder


- --------------------------------------------------------------------------------

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director William C. Ford, Jr.     For       For          Management
1.3   Elect Director Dawn G. Lepore           For       For          Management
1.4   Elect Director Pierre M. Omidyar        For       For          Management
1.5   Elect Director Richard T. Schlosberg,   For       For          Management
      III
2     Approve Stock Option Exchange Program   For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan M. Bennett          For       For          Management
1.2   Elect Director James R. Boyd            For       For          Management
1.3   Elect Director Milton Carroll           For       For          Management
1.4   Elect Director S. Malcolm Gillis        For       For          Management
1.5   Elect Director James T. Hackett         For       For          Management
1.6   Elect Director David J. Lesar           For       For          Management
1.7   Elect Director Robert A. Malone         For       For          Management
1.8   Elect Director J. Landis Martin         For       For          Management
1.9   Elect Director Jay A. Precourt          For       For          Management
1.10  Elect Director Debra L. Reed            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Review and Assess Human Rights Policies Against   For          Shareholder
6     Report on Political Contributions       Against   For          Shareholder
7     Adopt Low Carbon Energy Policy          Against   Against      Shareholder
8     Disclose Information on Compensation    Against   For          Shareholder
      Consultant
9     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
10    Establish Independent Director          Against   For          Shareholder
      Committee to Review and Report on
      Financial Misconducts and Human Rights
      Abuses


- --------------------------------------------------------------------------------

HARRIS CORP.

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 24, 2008   Meeting Type: Annual
Record Date:  AUG 29, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lewis Hay III            For       For          Management
2     Elect Director Karen Katen              For       For          Management
3     Elect Director Stephen P. Kaufman       For       For          Management
4     Elect Director Hansel E. Tookes II      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Increase Authorized Common Stock        For       For          Management
7     Declassify the Board of Directors       For       For          Management


- --------------------------------------------------------------------------------

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert B. Millard        For       For          Management
1.2   Elect Director Arthur L. Simon          For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MARKEL CORPORATION

Ticker:       MKL            Security ID:  570535104
Meeting Date: MAY 11, 2009   Meeting Type: Annual
Record Date:  MAR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Alfred Broaddus, Jr.  For       For          Management
1.2   Elect Director Douglas C. Eby           For       For          Management
1.3   Elect Director Leslie A. Grandis        For       For          Management
1.4   Elect Director Stewart M. Kasen         For       For          Management
1.5   Elect Director Alan I. Kirshner         For       For          Management
1.6   Elect Director Lemuel E. Lewis          For       For          Management
1.7   Elect Director Anthony F. Markel        For       For          Management
1.8   Elect Director Steven A. Markel         For       For          Management
1.9   Elect Director Jay M. Weinberg          For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 23, 2008   Meeting Type: Annual
Record Date:  MAY 30, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andy D. Bryant           For       For          Management
2     Elect Director Wayne A. Budd            For       For          Management
3     Elect Director John H. Hammergren       For       For          Management
4     Elect Director Alton F. Irby III        For       For          Management
5     Elect Director M. Christine Jacobs      For       For          Management
6     Elect Director Marie L. Knowles         For       For          Management
7     Elect Director David M. Lawrence        For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director James V. Napier          For       For          Management
10    Elect Director Jane E. Shaw             For       For          Management
11    Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

MEDCATH CORP.

Ticker:       MDTH           Security ID:  58404W109
Meeting Date: MAR 4, 2009    Meeting Type: Annual
Record Date:  JAN 21, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Casey            For       For          Management
1.2   Elect Director Woodrin Grossman         For       For          Management
1.3   Elect Director O. Edwin French          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Non-Employee Director Omnibus     For       Against      Management
      Stock Plan


- --------------------------------------------------------------------------------

NALCO HOLDING COMPANY

Ticker:       NLC            Security ID:  62985Q101
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Erik Fyrwald          For       For          Management
1.2   Elect Director Richard B. Marchese      For       For          Management
1.3   Elect Director Paul J. Norris           For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

PETROLEO BRASILEIRO

Ticker:       PBR.A          Security ID:  71654V101
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect  Director                         For       Against      Management
2     Elect Fiscal Council Members and        For       Against      Management
      Alternates


- --------------------------------------------------------------------------------

SMITHFIELD FOODS, INC.

Ticker:       SFD            Security ID:  832248108
Meeting Date: AUG 27, 2008   Meeting Type: Annual
Record Date:  JUL 11, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert L. Burrus, Jr.    For       For          Management
1.2   Elect Director Hon. Carol T. Crawford   For       For          Management
1.3   Elect Director David C. Nelson          For       For          Management
1.4   Elect Director Gaoning Ning             For       For          Management
1.5   Elect Director Frank S. Royal, M.D.     For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SPIRIT AEROSYSTEMS HOLDINGS, INC

Ticker:       SPR            Security ID:  848574109
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles L. Chadwell      For       For          Management
1.2   Elect Director Ivor Evans               For       For          Management
1.3   Elect Director Paul Fulchino            For       Withhold     Management
1.4   Elect Director Richard Gephardt         For       Withhold     Management
1.5   Elect Director Robert Johnson           For       For          Management
1.6   Elect Director Ronald Kadish            For       For          Management
1.7   Elect Director Francis Raborn           For       For          Management
1.8   Elect Director Jeffrey L. Turner        For       For          Management
1.9   Elect Director James L. Welch           For       For          Management
1.10  Elect Director Nigel Wright             For       Withhold     Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SPX CORP.

Ticker:       SPW            Security ID:  784635104
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher J. Kearny    For       For          Management
1.2   Elect Director Martha B. Wyrsch         For       For          Management
2     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

SYMANTEC CORPORATION

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 22, 2008   Meeting Type: Annual
Record Date:  JUL 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. Brown         For       For          Management
1.2   Elect Director William T. Coleman       For       For          Management
1.3   Elect Director Frank E. Dangeard        For       For          Management
1.4   Elect Director Geraldine B. Laybourne   For       For          Management
1.5   Elect Director David L. Mahoney         For       For          Management
1.6   Elect Director Robert S. Miller         For       For          Management
1.7   Elect Director George Reyes             For       For          Management
1.8   Elect Director Daniel H. Schulman       For       For          Management
1.9   Elect Director ohn W. Thompson          For       For          Management
1.10  Elect Director V. Paul Unruh            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 25, 2008   Meeting Type: Special
Record Date:  AUG 18, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Joseph (Yosi) Nitzani as External For       For          Management
      Director


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 22, 2009   Meeting Type: Annual
Record Date:  MAY 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend                  For       For          Management
2.1   Elect Phillip Frost as Director         For       For          Management
2.2   Elect Roger Abravanel as Director       For       For          Management
2.3   Elect Elon Kohlberg as Director         For       For          Management
2.4   Elect Yitzhak Peterburg as Director     For       For          Management
2.5   Elect Erez Vigodman as Director         For       For          Management
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration


- --------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Douglas W. Leatherdale   For       For          Management
7     Elect Director Glenn M. Renwick         For       For          Management
8     Elect Director Kenneth I. Shine, M.D.   For       For          Management
9     Elect Director Gail R. Wilensky, Ph.D.  For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 12, 2009   Meeting Type: Annual
Record Date:  DEC 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy E. Guertin       For       For          Management
1.2   Elect Director David W. Martin, Jr      For       For          Management
1.3   Elect Director R. Naumann-Etienne       For       For          Management
1.4   Elect Director V. Thyagarajan           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


- --------------------------------------------------------------------------------

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: FEB 17, 2009   Meeting Type: Court
Record Date:  DEC 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation through Scheme  For       For          Management
      of Arrangement with Subsiadiary
2     Adjourn Meeting                         For       For          Management
3     Transact Other Business (Non-Voting)    None      None         Management


- --------------------------------------------------------------------------------

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  H27013103
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Bernhard Duroc-Danner as        For       For          Management
      Director
1.2   Reelect Nicholas Brady as Director      For       For          Management
1.3   Reelect David Butters as Director       For       Against      Management
1.4   Reelect William Macaulay as Director    For       For          Management
1.5   Reelect Robert Millard as Director      For       Against      Management
1.6   Reelect Robert Moses as Director        For       For          Management
1.7   Reelect Robert Rayne as Director        For       Against      Management
2     Ratify Ernst & Young LLP as Independent For       For          Management
      Registered Public Accounting Firm and
      Ernst & Young AG as Statutory Auditors
3     Transact Other Business (Non-Voting)    None      None         Management


- --------------------------------------------------------------------------------

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: AUG 1, 2008    Meeting Type: Proxy Contest
Record Date:  JUN 3, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1.1   Elect Director Roy J. Bostock           For       For          Management
1.2   Elect Director Ronald W. Burkle         For       For          Management
1.3   Elect Director Eric Hippeau             For       For          Management
1.4   Elect Director Vyomesh Joshi            For       For          Management
1.5   Elect Director Arthur H. Kern           For       For          Management
1.6   Elect Director Robert A. Kotick         For       For          Management
1.7   Elect Director Mary Agnes Wilderotter   For       For          Management
1.8   Elect Director Gary L. Wilson           For       For          Management
1.9   Elect Director Jerry Yang               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Pay For Superior Performance            Against   For          Shareholder
4     Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
5     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)
1.1   Elect Director Lucian A. Bebchuk        For       Did Not Vote Shareholder
1.2   Elect Director Frank J. Biondi, Jr.     For       Did Not Vote Shareholder
1.3   Elect Director John H. Chapple          For       Did Not Vote Shareholder
1.4   Elect Director Mark Cuban               For       Did Not Vote Shareholder
1.5   Elect Director Adam Dell                For       Did Not Vote Shareholder
1.6   Elect Director Carl C. Icahn            For       Did Not Vote Shareholder
1.7   Elect Director Keith A, Meister         For       Did Not Vote Shareholder
1.8   Elect Director Edward H. Meyer          For       Did Not Vote Shareholder
1.9   Elect Director Brian S. Posner          For       Did Not Vote Shareholder
2     Ratify Auditors                         For       Did Not Vote Management
3     Pay For Superior Performance            For       Did Not Vote Shareholder
4     Adopt Policies to Protect Freedom of    Against   Did Not Vote Shareholder
      Access to the Internet
5     Amend Bylaws to Establish a Board       Against   Did Not Vote Shareholder
      Committee on Human Rights


- --------------------------------------------------------------------------------

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Dorman          For       For          Management
1.2   Elect Director Massimo Ferragamo        For       For          Management
1.3   Elect Director J. David Grissom         For       For          Management
1.4   Elect Director Bonnie G. Hill           For       For          Management
1.5   Elect Director Robert Holland, Jr.      For       For          Management
1.6   Elect Director Kenneth G. Langone       For       For          Management
1.7   Elect Director Jonathan S. Linen        For       For          Management
1.8   Elect Director Thomas C. Nelson         For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Thomas M. Ryan           For       For          Management
1.11  Elect Director Jing-Shyh S. Su          For       For          Management
1.12  Elect Director Jackie Trujillo          For       For          Management
1.13  Elect Director Robert D. Walter         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Report on Sustainability and Food       Against   Against      Shareholder
      Safety in the Supply Chain
7     Adopt Principles for Health Care Reform Against   Against      Shareholder
8     Report on Animal Welfare Policies       Against   Against      Shareholder




========================== BB&T TOTAL RETURN BOND VIF ==========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========== END NPX REPORT


                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant  BB&T Variable Insurance Funds

By (Signature and Title)*     /s/ E.G. Purcell, III
                          ------------------------------------------------
                              E.G. Purcell, III, President
                              (Principal Executive Officer)

Date  August 21, 2009


*  Print the name and title of each signing officer under his or her
   signature.