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, 2009 - June 30, 2010

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, 2009 TO JUNE 30, 2010


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

ICA File Number: 811-21682
Reporting Period: 07/01/2009 - 06/30/2010
BB&T Variable Insurance Funds









======================= BB&T Capital Manager Equity VIF ========================


BB&T Mid Cap Growth Fund

Ticker:       OCAAX          Security ID:  05527Q402
Meeting Date: Jan 26, 2010   Meeting Type: Special
Record Date:  NOV 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger of Funds                 For       None         Management



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ISHARES TRUST

Ticker:       IYT            Security ID:  464287200
Meeting Date: DEC 22, 2009   Meeting Type: Special
Record Date:  AUG 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Investment Advisory Agreement   For       For          Management
2     Change Fundamental Investment Objective For       For          Management
      to Non-fundamental


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ISHARES TRUST

Ticker:       IYT            Security ID:  464287655
Meeting Date: JAN 28, 2010   Meeting Type: Special
Record Date:  AUG 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Investment Advisory Agreement   For       For          Management


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ISHARES TRUST

Ticker:       IYT            Security ID:  464287E00
Meeting Date: JAN 28, 2010   Meeting Type: Special
Record Date:  AUG 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee George G.C. Parker        For       For          Management
1.2   Elect Trustee J. Darrell Duffie         For       For          Management
1.3   Elect Trustee Cecilia H. Herbert        For       For          Management
1.4   Elect Trustee Charles A. Hurty          For       For          Management
1.5   Elect Trustee John E. Kerrigan          For       For          Management
1.6   Elect Trustee Robert H. Silver          For       For          Management
1.7   Elect Trustee Lee T. Kranefuss          For       Withhold     Management
1.8   Elect Trustee John E. Martinez          For       For          Management
1.9   Elect Trustee Robert S. Kapito          For       For          Management


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ISHARES TRUST

Ticker:       IYT            Security ID:  464287H66
Meeting Date: JAN 28, 2010   Meeting Type: Special
Record Date:  AUG 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee George G.C. Parker        For       For          Management
1.2   Elect Trustee J. Darrell Duffie         For       For          Management
1.3   Elect Trustee Cecilia H. Herbert        For       For          Management
1.4   Elect Trustee Charles A. Hurty          For       For          Management
1.5   Elect Trustee John E. Kerrigan          For       For          Management
1.6   Elect Trustee Robert H. Silver          For       For          Management
1.7   Elect Trustee Lee T. Kranefuss          For       Withhold     Management
1.8   Elect Trustee John E. Martinez          For       For          Management
1.9   Elect Trustee Robert S. Kapito          For       For          Management




=========================== BB&T Mid Cap Growth VIF ============================


AECOM TECHNOLOGY CORPORATION

Ticker:       ACM            Security ID:  00766T100
Meeting Date: MAR 5, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Dionisio         For       For          Management
1.2   Elect Director Robert J. Lowe           For       For          Management
1.3   Elect Director Norman Y. Mineta         For       For          Management
1.4   Elect Director William P. Rutledge      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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AIR PRODUCTS AND CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 28, 2010   Meeting Type: Annual
Record Date:  NOV 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William L. Davis, III    For       For          Management
1.2   Elect Director W. Douglas Ford          For       For          Management
1.3   Elect Director Evert Henkes             For       For          Management
1.4   Elect Director Margaret G. McGlynn      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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ALPHA NATURAL RESOURCES, INC.

Ticker:       ANR            Security ID:  02076X102
Meeting Date: JUL 31, 2009   Meeting Type: Special
Record Date:  JUN 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management


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DARDEN RESTAURANTS, INC.

Ticker:       DRI            Security ID:  237194105
Meeting Date: SEP 25, 2009   Meeting Type: Annual
Record Date:  JUL 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard L. Berry         For       For          Management
1.2   Elect Director Odie C. Donald           For       For          Management
1.3   Elect Director Christopher J. Fraleigh  For       For          Management
1.4   Elect Director David H. Hughes          For       For          Management
1.5   Elect Director Charles A Ledsinger, Jr  For       For          Management
1.6   Elect Director William M. Lewis, Jr.    For       For          Management
1.7   Elect Director Senator Connie Mack III  For       For          Management
1.8   Elect Director Andrew H. (Drew) Madsen  For       For          Management
1.9   Elect Director Clarence Otis, Jr.       For       For          Management
1.10  Elect Director Michael D. Rose          For       For          Management
1.11  Elect Director Maria A. Sastre          For       For          Management
2     Ratify Auditors                         For       For          Management


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ISHARES TRUST

Ticker:       IYT            Security ID:  464287481
Meeting Date: DEC 22, 2009   Meeting Type: Special
Record Date:  AUG 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Investment Advisory Agreement   For       For          Management
2     Change Fundamental Investment Objective For       For          Management
      to Non-fundamental


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

ISHARES TRUST

Ticker:       IYT            Security ID:  464287F99
Meeting Date: JAN 28, 2010   Meeting Type: Special
Record Date:  AUG 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee George G.C. Parker        For       For          Management
1.2   Elect Trustee J. Darrell Duffie         For       For          Management
1.3   Elect Trustee Cecilia H. Herbert        For       For          Management
1.4   Elect Trustee Charles A. Hurty          For       For          Management
1.5   Elect Trustee John E. Kerrigan          For       For          Management
1.6   Elect Trustee Robert H. Silver          For       For          Management
1.7   Elect Trustee Lee T. Kranefuss          For       Withhold     Management
1.8   Elect Trustee John E. Martinez          For       For          Management
1.9   Elect Trustee Robert S. Kapito          For       For          Management


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NUANCE COMMUNICATIONS, INC.

Ticker:       NUAN           Security ID:  67020Y100
Meeting Date: JAN 29, 2010   Meeting Type: Annual
Record Date:  DEC 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul A. Ricci            For       For          Management
2     Elect Director Robert G. Teresi         For       For          Management
3     Elect Director Robert J. Frankenberg    For       For          Management
4     Elect Director Katharine A. Martin      For       For          Management
5     Elect Director Patrick T. Hackett       For       For          Management
6     Elect Director William H. Janeway       For       For          Management
7     Elect Director Mark B. Myers            For       For          Management
8     Elect Director Philip J. Quigley        For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
11    Ratify Auditors                         For       For          Management


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POLO RALPH LAUREN CORP.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 6, 2009    Meeting Type: Annual
Record Date:  JUN 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank A. Bennack, Jr     For       Withhold     Management
1.2   Elect Director Joel L. Fleishman        For       Withhold     Management
1.3   Elect Director Steven P. Murphy         For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 13, 2009   Meeting Type: Annual
Record Date:  JUN 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Micheline Chau           For       Withhold     Management
1.2   Elect Director Marye Anne Fox           For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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ROVI CORP

Ticker:       ROVI           Security ID:  55611C108
Meeting Date: JUL 15, 2009   Meeting Type: Annual
Record Date:  MAY 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alfred J. Amoroso        For       For          Management
1.2   Elect Director Andrew K. Ludwick        For       For          Management
1.3   Elect Director Alan L. Earhart          For       For          Management
1.4   Elect Director Robert J. Majteles       For       For          Management
1.5   Elect Director James E. Meyer           For       For          Management
1.6   Elect Director James P. O'Shaughnessy   For       For          Management
1.7   Elect Director Ruthann Quindlen         For       For          Management
2     Change Company Name                     For       For          Management
3     Ratify Auditors                         For       For          Management


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SCOTTS MIRACLE-GRO COMPANY, THE

Ticker:       SMG            Security ID:  810186106
Meeting Date: JAN 21, 2010   Meeting Type: Annual
Record Date:  NOV 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark R. Baker            For       For          Management
1.2   Elect Director Joseph P. Flannery       For       Withhold     Management
1.3   Elect Director Katherine Hagedorn       For       For          Management
      Littlefield
1.4   Elect Director Adam Hanft               For       For          Management
2     Ratify Auditors                         For       For          Management


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SINA CORPORATION

Ticker:       SINA           Security ID:  G81477104
Meeting Date: DEC 7, 2009    Meeting Type: Annual
Record Date:  OCT 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Yan Wang as Director              For       For          Management
1.2   Elect Song-Yi Zhang as Director         For       For          Management
2     Ratify PricewaterhouseCoopers Zhong     For       For          Management
      Tian CPAs Limited as Auditors
3     Allow Electronic Distribution of        For       For          Management
      Company Communications
4     Amend Articles Re: Modernize Company's  For       For          Management
      Articles of Association with Corporate
      Governance Provisions
5     Amend Articles Re: Board Procedures and For       For          Management
      Governance
6     Amend Articles Re: Increase Requisite   For       Against      Management
      Paid-up Capital for Calling General
      Meetings from One-Tenth to 25 Percent
7     Amend Articles Re: Approve Restatement  For       For          Management
      of Amended and Restated Articles of
      Association to Reflect Proposed Changes
      to Relevant Articles


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VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.

Ticker:       VSEA           Security ID:  922207105
Meeting Date: FEB 8, 2010    Meeting Type: Annual
Record Date:  DEC 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Xun (Eric) Chen          For       For          Management
1.2   Elect Director Dennis G. Schmal         For       For          Management
2     Ratify Auditors                         For       For          Management


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XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 12, 2009   Meeting Type: Annual
Record Date:  JUN 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philip T. Gianos         For       For          Management
1.2   Elect Director Moshe N. Gavrielov       For       For          Management
1.3   Elect Director John L. Doyle            For       For          Management
1.4   Elect Director Jerald G. Fishman        For       For          Management
1.5   Elect Director William G. Howard, Jr.   For       For          Management
1.6   Elect Director J. Michael Patterson     For       For          Management
1.7   Elect Director Marshall C. Turner       For       For          Management
1.8   Elect Director E.W. Vanderslice         For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management




============================ BB&T Select Equity VIF ============================


ABB LTD.

Ticker:       ABBN           Security ID:  000375204
Meeting Date: APR 26, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
2.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
2.2   Approve Remuneration Report             For       For          Management
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4     Approve Allocation of Income, Omission  For       For          Management
      of Dividends, and Transfer of CHF 340
      Million from Legal Reserves to Free
      Reserves
5     Approve CHF 34.9 Million Reduction in   For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares
6     Approve CHF 1.2 Billion Reduction in    For       For          Management
      Share Capital and Repayment of CHF 0.51
      per Share
7     Amend Articles Re: Share Ownership      For       For          Management
      Requirement for Proposing Agenda Items
8.1   Amend Articles Re: Share Certificates   For       For          Management
      due to New Swiss Federal Act on
      Intermediated Securities
8.2   Amend Articles Re: Contributions in     For       For          Management
      Kind
9.1   Reelect Roger Agnelli as Director       For       For          Management
9.2   Reelect Louis Hughes as Director        For       For          Management
9.3   Reelect Hans Maerki as Director         For       For          Management
9.4   Reelect Michel de Rosen as Director     For       For          Management
9.5   Reelect Michael Ireschow as Director    For       For          Management
9.6   Reelect Bernd Voss as Director          For       For          Management
9.7   Reelect Jacob Wallenberg as Director    For       For          Management
9.8   Hubertus von Gruenberg as Director      For       For          Management
10    Ratify Ernst & Young AG as Auditors     For       For          Management


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R.J. Alpern              For       For          Management
1.2   Elect Director R.S. Austin              For       For          Management
1.3   Elect Director W.M. Daley               For       Withhold     Management
1.4   Elect Director W.J. Farrell             For       Withhold     Management
1.5   Elect Director H.L. Fuller              For       Withhold     Management
1.6   Elect Director W.A. Osborn              For       Withhold     Management
1.7   Elect Director D.A.L. Owen              For       For          Management
1.8   Elect Director R.S. Roberts             For       For          Management
1.9   Elect Director S.C. Scott, III          For       For          Management
1.10  Elect Director W.D. Smithburg           For       Withhold     Management
1.11  Elect Director G.F. Tilton              For       For          Management
1.12  Elect Director M.D. White               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director H. Paulett Eberhart      For       For          Management
2     Elect Director Preston M. Geren III     For       For          Management
3     Elect Director James T. Hackett         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
6     Reimburse Expenses Incurred by          Against   For          Shareholder
      Stockholder in Contested Election of
      Directors


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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael R. Splinter      For       For          Management
1.2   Elect Director Aart J. de Geus          For       For          Management
1.3   Elect Director Stephen R. Forrest       For       For          Management
1.4   Elect Director Thomas J. Iannotti       For       For          Management
1.5   Elect Director Susan M. James           For       For          Management
1.6   Elect Director Alexander A. Karsner     For       For          Management
1.7   Elect Director Gerhard H. Parker        For       For          Management
1.8   Elect Director Dennis D. Powell         For       For          Management
1.9   Elect Director Willem P. Roelandts      For       For          Management
1.10  Elect Director James E. Rogers          For       Withhold     Management
1.11  Elect Director Robert H. Swan           For       For          Management
2     Ratify Auditors                         For       For          Management


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect Director James H. Blanchard       For       For          Management
5     Elect Director Jaime Chico Pardo        For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director Lynn M. Martin           For       For          Management
9     Elect Director John B. McCoy            For       For          Management
10    Elect Director Joyce M. Roche           For       For          Management
11    Elect Director Laura D Andrea Tyson     For       For          Management
12    Elect Director Patricia P. Upton        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   For          Shareholder
15    Exclude Pension Credits from            Against   For          Shareholder
      Calculations of Performance-Based Pay
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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AVERY DENNISON CORPORATION

Ticker:       AVY            Security ID:  053611109
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rolf Borjesson           For       For          Management
2     Elect Director Peter W. Mullin          For       For          Management
3     Elect Director Patrick T. Siewert       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management


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BARRICK GOLD CORP.

Ticker:       ABX            Security ID:  067901108
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect H.L. Beck as Director             For       For          Management
1.2   Elect C.W.D. Birchall as Director       For       For          Management
1.3   Elect D.J. Carty as Director            For       For          Management
1.4   Elect G.Cisneros as Director            For       For          Management
1.5   Elect M.A. Cohen as Director            For       For          Management
1.6   Elect P.A. Cossgrove as Director        For       For          Management
1.7   Elect R.M. Franklin as Director         For       For          Management
1.8   Elect J.B. Harvey as Director           For       For          Management
1.9   Elect B. Mulroney as Director           For       For          Management
1.10  Elect A. Munk as Director               For       For          Management
1.11  Elect P. Munk as Director               For       For          Management
1.12  Elect A.W. Regent as Director           For       For          Management
1.13  Elect N.P. Rothschild as Director       For       For          Management
1.14  Elect S.J. Shaprio as Director          For       For          Management
2     Approve PricewaterhouseCoppers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive Compensation For       For          Management
      Approach


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BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Blake E. Devitt          For       For          Management
2     Elect Director John D. Forsyth          For       For          Management
3     Elect Director Gail D. Fosler           For       For          Management
4     Elect Director Carole J. Shapazian      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: JAN 20, 2010   Meeting Type: Special
Record Date:  NOV 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock Split                     For       For          Management
2     Approve Split of Class B Stock Without  For       For          Management
      Splitting Class A Stock
3     Adjust Par Value of Common Stock        For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Remove Requirement of Issuing Physical  For       For          Management
      Stock Certificates for Class B Stock
      Upon Conversion of Class A Stock


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

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.B          Security ID:  084670702
Meeting Date: MAY 1, 2010    Meeting Type: Annual
Record Date:  MAR 3, 2010

#     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 Stephen Burke            For       For          Management
1.5   Elect Director Susan L. Decker          For       For          Management
1.6   Elect Director William H. Gates III     For       For          Management
1.7   Elect Director David S. Gottesman       For       For          Management
1.8   Elect Director Charlotte Guyman         For       For          Management
1.9   Elect Director Donald R. Keough         For       For          Management
1.10  Elect Director Thomas S. Murphy         For       For          Management
1.11  Elect Director Ronald L. Olson          For       For          Management
1.12  Elect Director Walter Scott, Jr.        For       For          Management


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S.H. Armacost            For       For          Management
2     Elect Director L.F. Deily               For       For          Management
3     Elect Director R.E. Denham              For       For          Management
4     Elect Director R.J. Eaton               For       For          Management
5     Elect Director C. Hagel                 For       For          Management
6     Elect Director E. Hernandez             For       For          Management
7     Elect Director F.G. Jenifer             For       For          Management
8     Elect Director G.L. Kirkland            For       For          Management
9     Elect Director S. Nunn                  For       For          Management
10    Elect Director D.B. Rice                For       For          Management
11    Elect Director K.W. Sharer              For       For          Management
12    Elect Director C.R. Shoemate            For       For          Management
13    Elect Director J.G. Stumpf              For       For          Management
14    Elect Director R.D. Sugar               For       For          Management
15    Elect Director C. Ware                  For       For          Management
16    Elect Director J.S. Watson              For       For          Management
17    Ratify Auditors                         For       For          Management
18    Provide Right to Call Special Meeting   For       For          Management
19    Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period          Against   For          Shareholder
21    Disclose Payments To Host Governments   Against   Against      Shareholder
22    Adopt Guidelines for Country Selection  Against   For          Shareholder
23    Report on Financial Risks From Climate  Against   Against      Shareholder
      Change
24    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 12, 2009   Meeting Type: Annual
Record Date:  SEP 14, 2009

#     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 Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
18    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation        Against   For          Shareholder


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

COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          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       For          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 Judith Rodin             For       For          Management
1.13  Elect Director Michael I. Sovern        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Provide for Cumulative Voting           Against   For          Shareholder
5     Adopt Policy on Succession Planning     Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     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 Robert A. Niblock        For       For          Management
1.9   Elect Director Harald J. Norvik         For       For          Management
1.10  Elect Director William K. Reilly        For       For          Management
1.11  Elect Director Bobby S. Shackouls       For       For          Management
1.12  Elect Director Victoria J. Tschinkel    For       For          Management
1.13  Elect Director Kathryn C. Turner        For       For          Management
1.14  Elect Director William E. Wade, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Board Risk Management         Against   Against      Shareholder
      Oversight
4     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
5     Report on Environmental Impact of Oil   Against   For          Shareholder
      Sands Operations in Canada
6     Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
7     Report on Financial Risks of Climate    Against   Against      Shareholder
      Change
8     Adopt Goals to Reduce Emission of TRI   Against   Against      Shareholder
      Chemicals
9     Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination Based on Sexual
      Orientation and Gender Identity
10    Report on Political Contributions       Against   For          Shareholder


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.2   Elect Director Carlos M. Gutierrez      For       For          Management
1.3   Elect Director William D. Smithburg     For       For          Management
1.4   Elect Director Hansel E. Tookes, II     For       For          Management
1.5   Elect Director Wendell P. Weeks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
5     Declassify the Board of Directors       For       For          Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edwin M. Banks           For       For          Management
2     Elect Director C. David Brown II        For       For          Management
3     Elect Director David W. Dorman          For       For          Management
4     Elect Director Kristen Gibney Williams  For       For          Management
5     Elect Director Marian L. Heard          For       For          Management
6     Elect Director William H. Joyce         For       For          Management
7     Elect Director Jean-Pierre Millon       For       For          Management
8     Elect Director Terrence Murray          For       For          Management
9     Elect Director C.A. Lance Piccolo       For       For          Management
10    Elect Director Sheli Z. Rosenberg       For       For          Management
11    Elect Director Thomas M. Ryan           For       For          Management
12    Elect Director Richard J. Swift         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Provide Right to Call Special Meeting   For       For          Management
16    Report on Political Contributions       Against   For          Shareholder
17    Adopt Global Warming Principles         Against   Against      Shareholder


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David M. Moffett         For       For          Management
2     Elect Director Richard T. Schlosberg,   For       For          Management
      III
3     Elect Director Thomas J. Tierney        For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director K.C. Frazier             For       For          Management
1.6   Elect Director W.W. George              For       For          Management
1.7   Elect Director M.C. Nelson              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.C. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
4     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
7     Adopt Policy on Human Right to Water    Against   Against      Shareholder
8     Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
9     Report on Environmental Impact of Oil   Against   For          Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of      Against   For          Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies           Against   Against      Shareholder
      Development
12    Adopt Quantitative GHG Goals from       Against   For          Shareholder
      Products and Operations
13    Report on Risks of Alternative          Against   Against      Shareholder
      Long-term Fossil Fuel Demand Estimates


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director W. Geoffrey Beattie      For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director William M. Castell       For       For          Management
4     Elect Director Ann M. Fudge             For       For          Management
5     Elect Director Susan Hockfield          For       For          Management
6     Elect Director Jeffrey R. Immelt        For       For          Management
7     Elect Director Andrea Jung              For       For          Management
8     Elect Director Alan G. (A.G.) Lafley    For       For          Management
9     Elect Director Robert W. Lane           For       For          Management
10    Elect Director Ralph S. Larsen          For       For          Management
11    Elect Director Rochelle B. Lazarus      For       For          Management
12    Elect Director James J. Mulva           For       For          Management
13    Elect Director Sam Nunn                 For       For          Management
14    Elect Director Roger S. Penske          For       For          Management
15    Elect Director Robert J. Swieringa      For       For          Management
16    Elect Director Douglas A. Warner III    For       For          Management
17    Ratify Auditors                         For       For          Management
18    Provide for Cumulative Voting           Against   For          Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Require Independent Board Chairman      Against   For          Shareholder
21    Report on Pay Disparity                 Against   Against      Shareholder
22    Adopt Policy Prohibiting Certain        Against   Against      Shareholder
      Directors from Serving on Key Board
      Committees
23    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

GENUINE PARTS CO.

Ticker:       GPC            Security ID:  372460105
Meeting Date: APR 19, 2010   Meeting Type: Annual
Record Date:  FEB 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary B. Bullock, Ph.D.   For       For          Management
1.2   Elect Director Jean Douville            For       For          Management
1.3   Elect Director Thomas C. Gallagher      For       For          Management
1.4   Elect Director George C. 'Jack' Guynn   For       For          Management
1.5   Elect Director John D. Johns            For       For          Management
1.6   Elect Director Michael M.E. Johns, M.D. For       For          Management
1.7   Elect Director J. Hicks Lanier          For       For          Management
1.8   Elect Director Wendy B. Needham         For       For          Management
1.9   Elect Director Jerry W. Nix             For       For          Management
1.10  Elect Director Larry L. Prince          For       For          Management
1.11  Elect Director Gary W. Rollins          For       For          Management
2     Ratify Auditors                         For       For          Management


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric Schmidt             For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Larry Page               For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director John L. Hennessy         For       For          Management
1.6   Elect Director Ann Mather               For       For          Management
1.7   Elect Director Paul S. Otellini         For       For          Management
1.8   Elect Director K. Ram Shriram           For       For          Management
1.9   Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Prepare Sustainability Report           Against   For          Shareholder
5     Adopt Principles for Online Advertising Against   Against      Shareholder
6     Amend Human Rights Policies Regarding   Against   Against      Shareholder
      Chinese Operations


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2010   Meeting Type: Annual
Record Date:  JAN 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Lawrence T. Babbio, Jr.  For       For          Management
1.3   Elect Director Sari M. Baldauf          For       For          Management
1.4   Elect Director Rajiv L. Gupta           For       For          Management
1.5   Elect Director John H. Hammergren       For       For          Management
1.6   Elect Director Mark V. Hurd             For       For          Management
1.7   Elect Director Joel Z. Hyatt            For       For          Management
1.8   Elect Director John R. Joyce            For       For          Management
1.9   Elect Director Robert L. Ryan           For       For          Management
1.10  Elect Director Lucille S. Salhany       For       For          Management
1.11  Elect Director G. Kennedy Thompson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Company Request on Advisory Vote on     For       For          Management
      Executive Compensation


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     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 Frank D. Yeary           For       For          Management
10    Elect Director David B. Yoffie          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. J. P. Belda           For       For          Management
2     Elect Director C. Black                 For       For          Management
3     Elect Director W. R. Brody              For       For          Management
4     Elect Director K. I. Chenault           For       For          Management
5     Elect Director M. L. Eskew              For       For          Management
6     Elect Director S. A. Jackson            For       For          Management
7     Elect Director A. N. Liveris            For       For          Management
8     Elect Director  W. J. McNerney, Jr.     For       For          Management
9     Elect Director T. Nishimuro             For       For          Management
10    Elect Director J. W. Owens              For       For          Management
11    Elect Director S. J. Palmisano          For       For          Management
12    Elect Director J. E. Spero              For       For          Management
13    Elect Director S. Taurel                For       For          Management
14    Elect Director L. H. Zambrano           For       For          Management
15    Ratify Auditors                         For       For          Management
16    Adopt Policy on Bonus Banking           Against   For          Shareholder
17    Provide for Cumulative Voting           Against   For          Shareholder
18    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
19    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Culien          For       For          Management
3     Elect Director Michael M. E. Johns      For       For          Management
4     Elect Director Susan L. Lindquist       For       For          Management
5     Elect Director Anne M. Mulcahy          For       For          Management
6     Elect Director Lea F. Mullin            For       For          Management
7     Elect Director William D. Perez         For       For          Management
8     Elect Director Charles Prince           For       For          Management
9     Elect Director David Satcher            For       For          Management
10    Elect Director William C. Welcon        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 27, 2010   Meeting Type: Annual
Record Date:  NOV 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David P. Abney           For       For          Management
1.2   Elect Director Robert L. Barnett        For       For          Management
1.3   Elect Director Eugenio Clariond         For       For          Management
      Reyes-Retana
1.4   Elect Director Jeffrey A. Joerres       For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     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     Affirm Political Non-Partisanship       Against   Against      Shareholder
5     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
6     Report on Collateral in Derivatives     Against   For          Shareholder
      Trading
7     Provide Right to Act by Written Consent Against   For          Shareholder
8     Require Independent Board Chairman      Against   For          Shareholder
9     Report on Pay Disparity                 Against   Against      Shareholder
10    Stock Retention/Holding Period          Against   For          Shareholder


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ajaypal S. Banga         For       For          Management
2     Elect Director Myra M. Hart             For       For          Management
3     Elect Director Lois D. Juliber          For       For          Management
4     Elect Director Mark D. Ketchum          For       For          Management
5     Elect Director Richard A. Lerner        For       For          Management
6     Elect Director Mackey J. McDonald       For       For          Management
7     Elect Director John C. Pope             For       For          Management
8     Elect Director Fredric G. Reynolds      For       For          Management
9     Elect Director Irene B. Rosenfeld       For       For          Management
10    Elect Director J.F. Van Boxmeer         For       For          Management
11    Elect Director Deborah C. Wright        For       For          Management
12    Elect Director Frank G. Zarb            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide Right to Act by Written Consent Against   For          Shareholder


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     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 W. Rodney McMullen       For       For          Management
8     Elect Director Jorge P. Montoya         For       For          Management
9     Elect Director Clyde R. Moore           For       For          Management
10    Elect Director Susan M. Phillips        For       For          Management
11    Elect Director Steven R. Rogel          For       For          Management
12    Elect Director James A. Runde           For       For          Management
13    Elect Director Ronald L. Sargent        For       For          Management
14    Elect Director Bobby S. Shackouls       For       For          Management
15    Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
16    Ratify Auditors                         For       For          Management
17    Report on Climate Change                Against   For          Shareholder


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director E. C. "Pete" Aldrige,    For       For          Management
      Jr.
2     Elect Director Nolan D. Archibald       For       For          Management
3     Elect Director David B. Burritt         For       For          Management
4     Elect Director James O. Ellis, Jr.      For       For          Management
5     Elect Director Gwendolyn S. King        For       For          Management
6     Elect Director James M. Loy             For       For          Management
7     Elect Director Douglas H. McCorkindale  For       For          Management
8     Elect Director Joseph W. Ralston        For       For          Management
9     Elect Director James Schneider          For       For          Management
10    Elect Director Anne Stevens             For       For          Management
11    Elect Director Robert J. Stevens        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Report on Space-based Weapons Program   Against   Against      Shareholder


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 28, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Bernauer        For       For          Management
1.2   Elect Director Leonard L. Berry         For       For          Management
1.3   Elect Director Dawn E. Hudson           For       For          Management
1.4   Elect Director Robert A. Niblock        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Report on Political Contributions       Against   For          Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 27, 2009   Meeting Type: Annual
Record Date:  JUN 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director Victor J. Dzau           For       For          Management
1.3   Elect Director William A. Hawkins       For       For          Management
1.4   Elect Director S. Ann Jackson           For       For          Management
1.5   Elect Director Denise M. O'Leary        For       For          Management
1.6   Elect Director Robert C. Pozen          For       For          Management
1.7   Elect Director Jean-pierre Rosso        For       For          Management
1.8   Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Omnibus Stock Plan                For       For          Management


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition                     For       For          Management


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     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 C. Robert Kidder         For       For          Management
10    Elect Director Rochelle B. Lazarus      For       For          Management
11    Elect Director Carlos E. Represas       For       For          Management
12    Elect Director Patricia F. Russo        For       For          Management
13    Elect Director Thomas E. Shenk          For       For          Management
14    Elect Director Anne M. Tatlock          For       For          Management
15    Elect Director Craig B. Thompson        For       For          Management
16    Elect Director Wendell P. Weeks         For       For          Management
17    Elect Director Peter C. Wendell         For       For          Management
18    Ratify Auditors                         For       For          Management
19    Approve Omnibus Stock Plan              For       For          Management
20    Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan


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

METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Glenn Hubbard, Ph.D   For       For          Management
1.2   Elect Director Alfred F. Kelly, Jr.     For       For          Management
1.3   Elect Director James M. Kilts           For       For          Management
1.4   Elect Director David Satcher, M.D.,     For       For          Management
      Ph.D.
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   For          Shareholder


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William H. Gates, III    For       For          Management
2     Elect Director Steven A. Ballmer        For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria Klawe              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    Ratify Auditors                         For       For          Management
11    Permit Right to Call Special Meeting    For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Report on Charitable Contributions      Against   Against      Shareholder


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Roy J. Bostock           For       Against      Management
2     Elect Director Erskine B. Bowles        For       For          Management
3     Elect Director Howard J. Davies         For       For          Management
4     Elect Director James P. Gorman          For       For          Management
5     Elect Director James H. Hance, Jr.      For       For          Management
6     Elect Director Nobuyuki Hirano          For       For          Management
7     Elect Director C. Robert Kidder         For       For          Management
8     Elect Director John J. Mack             For       For          Management
9     Elect Director Donald T. Nicolaisen     For       For          Management
10    Elect Director Charles H. Noski         For       For          Management
11    Elect Director Hutham S. Olayan         For       For          Management
12    Elect Director O. Griffith Sexton       For       For          Management
13    Elect Director Laura D. Tyson           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Amend Omnibus Stock Plan                For       Against      Management
17    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
18    Stock Retention/Holding Period          Against   For          Shareholder
19    Require Independent Board Chairman      Against   For          Shareholder
20    Report on Pay Disparity                 Against   Against      Shareholder
21    Claw-back of Payments under             Against   For          Shareholder
      Restatements


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

NUCOR CORPORATION

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel R. DiMicco        For       For          Management
1.2   Elect Director James D. Hlavacek        For       For          Management
1.3   Elect Director John H. Walker           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   For          Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Shona L. Brown           For       For          Management
2     Elect Director Ian M. Cook              For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Victor J. Dzau           For       For          Management
5     Elect Director Ray L. Hunt              For       For          Management
6     Elect Director Alberto Ibarguen         For       For          Management
7     Elect Director Arthur C. Martinez       For       For          Management
8     Elect Director Indra K. Nooyi           For       For          Management
9     Elect Director Sharon P. Rockefeller    For       For          Management
10    Elect Director James J. Schiro          For       For          Management
11    Elect Director Lloyd G. Trotter         For       For          Management
12    Elect Director Daniel Vasella           For       Against      Management
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Report on Charitable Contributions      Against   Against      Shareholder
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
17    Report on  Public Policy Advocacy       Against   Against      Shareholder
      Process


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director Michael S. Brown         For       For          Management
3     Elect Director M. Anthony Burns         For       For          Management
4     Elect Director Robert N. Burt           For       For          Management
5     Elect Director W. Don Cornwell          For       For          Management
6     Elect Director Frances D. Fergusson     For       For          Management
7     Elect Director William H. Gray III      For       For          Management
8     Elect Director Constance J. Horner      For       For          Management
9     Elect Director James M. Kilts           For       For          Management
10    Elect Director Jeffrey B. Kindler       For       For          Management
11    Elect Director George A. Lorch          For       For          Management
12    Elect Director John P. Mascotte         For       For          Management
13    Elect Director Suzanne Nora Johnson     For       For          Management
14    Elect Director Stephen W. Sanger        For       For          Management
15    Elect Director William C. Steere, Jr.   For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
18    Provide Right to Call Special Meeting   For       For          Management
19    Prohibit Executive Stock-Based Awards   Against   Against      Shareholder


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     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 Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 7, 2010    Meeting Type: Annual
Record Date:  FEB 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect P. Camus as Director              For       For          Management
1.2   Elect P. Currie as Director             For       For          Management
1.3   Elect J.S. Gorelick as Director         For       For          Management
1.4   Elect A. Gould as Director              For       For          Management
1.5   Elect T. Isaac as Director              For       For          Management
1.6   Elect K.V. Kamath as Director           For       For          Management
1.7   Elect N. Kudryavtsev as Director        For       For          Management
1.8   Elect A. Lajous as Director             For       For          Management
1.9   Elect M.E. Marks as Director            For       For          Management
1.10  Elect L.R. Reif as Director             For       For          Management
1.11  Elect T.I. Sandvold as Director         For       For          Management
1.12  Elect H. Seydoux as Director            For       For          Management
2     Adopt and Approve Financials and        For       For          Management
      Dividends
3     Approve 2010 Omnibus Stock Incentive    For       For          Management
      Plan
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

STATE STREET CORPORATION

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director K. Burnes                For       For          Management
2     Elect Director P. Coym                  For       For          Management
3     Elect Director P. De Saint-Aignan       For       For          Management
4     Elect Director A. Fawcett               For       For          Management
5     Elect Director D. Gruber                For       For          Management
6     Elect Director L. Hill                  For       For          Management
7     Elect Director J. Hooley                For       For          Management
8     Elect Director R. Kaplan                For       For          Management
9     Elect Director C. LaMantia              For       For          Management
10    Elect Director R. Logue                 For       For          Management
11    Elect Director R. Sergel                For       For          Management
12    Elect Director R. Skates                For       For          Management
13    Elect Director G. Summe                 For       For          Management
14    Elect Director R. Weissman              For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Report on Pay Disparity                 Against   Against      Shareholder


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

SUNCOR ENERGY INC

Ticker:       SU             Security ID:  867224107
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mel E. Benson            For       For          Management
1.2   Elect Director Brian A. Canfield        For       For          Management
1.3   Elect Director Dominic D'Alessandro     For       For          Management
1.4   Elect Director John T. Ferguson         For       For          Management
1.5   Elect Director W. Douglas Ford          For       For          Management
1.6   Elect Director Richard L. George        For       For          Management
1.7   Elect Director Paul Haseldonckx         For       For          Management
1.8   Elect Director John R. Huff             For       For          Management
1.9   Elect Director Jacques Lamarre          For       For          Management
1.10  Elect Director Brian F. MacNeill        For       For          Management
1.11  Elect Director Maureen McCaw            For       For          Management
1.12  Elect Director Michael W. O'Brien       For       For          Management
1.13  Elect Director James W. Simpson         For       For          Management
1.14  Elect Director Eira Thomas              For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAY 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend of NIS 2.50 (USD For       For          Management
      0.642) Per Share
2     Election Of Director: Mr. Abraham E.    For       For          Management
      Cohen
3     Election Of Director: Mr. Amir Elstein  For       For          Management
4     Election Of Director: Prof. Roger       For       For          Management
      Kornberg
5     Election Of Director: Prof. Moshe Many  For       For          Management
6     Election Of Director: Mr. Dan Propper   For       For          Management
7     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
8     Approve Stock Option Plan               For       Against      Management
9     Approve Compensation of Board Chairman  For       For          Management
10    Approve Compensation of Director        For       For          Management
11    Approve Compensation of Director        For       For          Management
12    Increase Authorized Share Capital       For       For          Management


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

TRANSOCEAN LTD.

Ticker:       RIG            Security ID:  H8817H100
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Omission of Dividends
4     Change Location of Registered Office to For       For          Management
      Steinhausen, Switzerland
5     Approve Creation of CHF 2.5 Billion     For       Against      Management
      Pool of Capital without Preemptive
      Rights
6     Approve Reduction in Share Capita and   For       For          Management
      Repayment of $3.11 per Sharel
7     Amend Articles Re: Share Certificates   For       For          Management
      due to New Swiss Federal Act on
      Intermediated Securities
8a    Elect Steven Newman as Director         For       For          Management
8b    Reelect Thomas Carson as Director       For       For          Management
8c    Reelect Robert Sprague as Director      For       For          Management
8d    Reelect J. Michael Talbert as Director  For       For          Management
8e    Reelect John Whitmire as Director       For       For          Management
9     Appointment Of Ernst & Young LLP as     For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal Year 2010
10    Transact Other Business (Voting)        For       Against      Management


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

TRAVELERS COMPANIES, INC., THE

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Beller           For       For          Management
1.2   Elect Director John H. Dasburg          For       For          Management
1.3   Elect Director Janet M. Dolan           For       For          Management
1.4   Elect Director Kenneth M. Duberstein    For       For          Management
1.5   Elect Director Jay S. Fishman           For       For          Management
1.6   Elect Director Lawrence G. Graev        For       For          Management
1.7   Elect Director Patricia L. Higgins      For       For          Management
1.8   Elect Director Thomas R. Hodgson        For       For          Management
1.9   Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
1.10  Elect Director Blythe J. McGarvie       For       For          Management
1.11  Elect Director Donald J. Shepard        For       For          Management
1.12  Elect Director Laurie J. Thomsen        For       For          Management
2     Ratify Auditors                         For       For          Management


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

UNILEVER PLC

Ticker:       ULVR           Security ID:  904767704
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Paul Polman as Director        For       For          Management
4     Elect Jean-Marc Huet as Director        For       For          Management
5     Re-elect Louise Fresco as Director      For       For          Management
6     Re-elect Ann Fudge as Director          For       For          Management
7     Re-elect Charles Golden as Director     For       For          Management
8     Re-elect Byron Grote as Director        For       For          Management
9     Re-elect Hixonia Nyasulu as Director    For       For          Management
10    Re-elect Kees Storm as Director         For       For          Management
11    Re-elect Michael Treschow as Director   For       For          Management
12    Re-elect Jeroen van der Veer as         For       For          Management
      Director
13    Re-elect Paul Walsh as Director         For       For          Management
14    Elect Sir Malcolm Rifkind as Director   For       For          Management
15    Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
22    Approve the Management Co-Investment    For       For          Management
      Plan
23    Adopt New Articles of Association       For       For          Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2010    Meeting Type: Annual
Record Date:  APR 8, 2010

#     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       Against      Management
7     Elect Director Michael T. Duke          For       For          Management
8     Elect Director Gregory B. Penner        For       For          Management
9     Elect Director Steven S. Reinemund      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       Against      Management
16    Ratify Auditors                         For       For          Management
17    Approve Omnibus Stock Plan              For       Against      Management
18    Amend Sharesave Plan                    For       For          Management
19    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
20    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
21    Report on Political Contributions       Against   For          Shareholder
22    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
23    Require Suppliers to Adopt CAK          Against   Against      Shareholder
24    Report on Process for Identifying and   Against   Against      Shareholder
      Prioritizing Public Policy Activities


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan E. Arnold          For       For          Management
2     Elect Director John E. Bryson           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Judith L. Estrin         For       For          Management
5     Elect Director Robert A. Iger           For       For          Management
6     Elect Director Steven P. Jobs           For       For          Management
7     Elect Director Fred H. Langhammer       For       For          Management
8     Elect Director Aylwin B. Lewis          For       For          Management
9     Elect Director Monica C. Lozano         For       For          Management
10    Elect Director Robert W. Matschullat    For       For          Management
11    Elect Director John E. Pepper, Jr.      For       For          Management
12    Elect Director Sheryl Sandberg          For       For          Management
13    Elect Director Orin C. Smith            For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Omnibus Stock Plan                For       Against      Management
16    Reduce Supermajority Vote Requirement   For       For          Management
17    Reduce Supermajority Vote Requirement   For       For          Management
18    Amend Articles of Incorporation to      For       For          Management
      Delete Certain Tracking Stock
      Provisions
19    Amend Articles of Incorporation to      For       For          Management
      Delete Classified Board Transition
      Provisions
20    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
21    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination Based on Ex-Gay Status


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sheila P. Burke          For       For          Management
2     Elect Director George A. Schaefer, Jr.  For       For          Management
3     Elect Director Jackie M. Ward           For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Conversion to Non-Profit      Against   Against      Shareholder
      Status
6     Report on Lobbying Expenses             Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Reincorporate in Another State [from    Against   For          Shareholder
      Indiana to Delaware]


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

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




===================== BB&T Special Opportunites Equity VIF =====================


ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: DEC 17, 2009   Meeting Type: Special
Record Date:  NOV 5, 2009

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


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

ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 3, 2010    Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Philippe G.H. Capron     For       Against      Management
2     Elect Director Robert J. Corti          For       Against      Management
3     Elect Director Frederic R. Crepin       For       Against      Management
4     Elect Director Brian G. Kelly           For       Against      Management
5     Elect Director Robert A. Kotick         For       Against      Management
6     Elect Director Jean-Bernard Levy        For       Against      Management
7     Elect Director Robert J. Morgado        For       Against      Management
8     Elect Director Douglas P. Morris        For       Against      Management
9     Elect Director Stephane Roussel         For       Against      Management
10    Elect Director Richard Sarnoff          For       For          Management
11    Elect Director Regis Turrini            For       Against      Management
12    Amend Omnibus Stock Plan                For       For          Management


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

AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Thomson Leighton      For       For          Management
2     Elect Director Paul Sagan               For       For          Management
3     Elect Director Naomi O. Seligman        For       For          Management
4     Ratify Auditors                         For       For          Management


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

ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.

Ticker:       MDRX           Security ID:  01988P108
Meeting Date: OCT 8, 2009    Meeting Type: Annual
Record Date:  AUG 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kelly J. Barlow          For       Withhold     Management
1.2   Elect Director Sir Dominic Cadbury      For       Withhold     Management
1.3   Elect Director Cory A. Eaves            For       Withhold     Management
1.4   Elect Director Marcel L. "Gus" Gamache  For       For          Management
1.5   Elect Director Philip D. Green          For       Withhold     Management
1.6   Elect Director John King                For       Withhold     Management
1.7   Elect Director Michael J. Kluger        For       Withhold     Management
1.8   Elect Director Mike Lawrie              For       Withhold     Management
1.9   Elect Director Glen E. Tullman          For       Withhold     Management
2     Approve Executive Incentive Bonus Plan  For       Against      Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Omnibus Stock Plan                For       Against      Management
5     Ratify Auditors                         For       For          Management


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

APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Eugene C. Fiedorek       For       For          Management
2     Elect Director Patricia Albjerg Graham  For       For          Management
3     Elect Director F.H. Merelli             For       For          Management
4     Ratify Auditors                         For       For          Management


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

ARM HOLDINGS PLC

Ticker:       ARM            Security ID:  042068106
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Re-elect Kathleen O'Donovan as Director For       For          Management
5     Re-elect Young Sohn as Director         For       For          Management
6     Re-elect Warren East as Director        For       For          Management
7     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors
8     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
9     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
10    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
11    Authorise Market Purchase               For       For          Management
12    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
13    Adopt New Articles of Association       For       For          Management


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

BANK OF NEW YORK MELLON CORPORATION, THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 13, 2010   Meeting Type: Annual
Record Date:  FEB 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruth E. Bruch            For       For          Management
1.2   Elect Director Nicholas M. Donofrio     For       For          Management
1.3   Elect Director Gerald L. Hassell        For       For          Management
1.4   Elect Director Edmund F. Kelly          For       For          Management
1.5   Elect Director Robert P. Kelly          For       For          Management
1.6   Elect Director Richard J. Kogan         For       For          Management
1.7   Elect Director Michael J. Kowalski      For       For          Management
1.8   Elect Director John A. Luke, Jr.        For       For          Management
1.9   Elect Director Robert Mehrabian         For       For          Management
1.10  Elect Director Mark A. Nordenberg       For       For          Management
1.11  Elect Director Catherine A. Rein        For       For          Management
1.12  Elect Director William C. Richardson    For       For          Management
1.13  Elect Director Samuel C. Scott III      For       For          Management
1.14  Elect Director John P. Surma            For       For          Management
1.15  Elect Director Wesley W. von Schack     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide for Cumulative Voting           Against   For          Shareholder
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote


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

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Blake E. Devitt          For       For          Management
2     Elect Director John D. Forsyth          For       For          Management
3     Elect Director Gail D. Fosler           For       For          Management
4     Elect Director Carole J. Shapazian      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 2, 2010    Meeting Type: Annual
Record Date:  DEC 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Henry P. Becton, Jr.     For       For          Management
1.2   Elect Director Edward F. Degraan        For       For          Management
1.3   Elect Director Claire M. Fraser-liggett For       For          Management
1.4   Elect Director Edward J. Ludwig         For       For          Management
1.5   Elect Director Adel A.F. Mahmoud        For       For          Management
1.6   Elect Director James F. Orr             For       For          Management
1.7   Elect Director Willard J. Overlock, Jr. For       For          Management
1.8   Elect Director Bertram L. Scott         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Company-Specific--Approval Of A By-law  For       For          Management
      Amendment Regarding Special
      Shareholdermeetings
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
7     Provide for Cumulative Voting           Against   For          Shareholder


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

BRISTOL-MYERS SQUIBB COMPANY

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lamberto Andreotti       For       For          Management
2     Elect Director Lewis B. Campbell        For       For          Management
3     Elect Director James M. Cornelius       For       For          Management
4     Elect Director Louis J. Freeh           For       For          Management
5     Elect Director Laurie H. Glimcher, M.D  For       For          Management
6     Elect Director Michael Grobstein        For       For          Management
7     Elect Director Leif Johansson           For       For          Management
8     Elect Director Alan J. Lacy             For       For          Management
9     Elect Director Vicki L. Sato, Ph.D.     For       For          Management
10    Elect Director Togo D. West, Jr.        For       For          Management
11    Elect Director R. Sanders Williams,     For       For          Management
      M.D.
12    Ratify Auditors                         For       For          Management
13    Provide Right to Call Special Meeting   For       For          Management
14    Reduce Supermajority Vote Requirements  For       For          Management
      Applicable to Common Stock
15    Reduce Supermajority Vote Requirement   For       For          Management
      Applicable to Preferred Stock
16    Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
17    Provide Right to Act by Written Consent Against   For          Shareholder
18    Report and Set Goals Related to Animal  Against   Against      Shareholder
      Use and Testing


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 12, 2009   Meeting Type: Annual
Record Date:  SEP 14, 2009

#     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 Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
18    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation        Against   For          Shareholder


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

COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          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       For          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 Judith Rodin             For       For          Management
1.13  Elect Director Michael I. Sovern        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Provide for Cumulative Voting           Against   For          Shareholder
5     Adopt Policy on Succession Planning     Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.2   Elect Director Carlos M. Gutierrez      For       For          Management
1.3   Elect Director William D. Smithburg     For       For          Management
1.4   Elect Director Hansel E. Tookes, II     For       For          Management
1.5   Elect Director Wendell P. Weeks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
5     Declassify the Board of Directors       For       For          Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 17, 2009   Meeting Type: Annual
Record Date:  MAY 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Breyer          For       For          Management
1.2   Elect Director Donald J. Carty          For       For          Management
1.3   Elect Director Michael S. Dell          For       For          Management
1.4   Elect Director William H. Gray, III     For       Withhold     Management
1.5   Elect Director Sallie L. Krawcheck      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 Sam Nunn                 For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Reimburse Proxy Contest Expenses        Against   For          Shareholder
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

DOLE FOOD COMPANY, INC.

Ticker:       DOLE           Security ID:  256603101
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew J. Conrad         For       Withhold     Management
1.2   Elect Director Justin M. Murdock        For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David M. Moffett         For       For          Management
2     Elect Director Richard T. Schlosberg,   For       For          Management
      III
3     Elect Director Thomas J. Tierney        For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management


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

ENERGIZER HOLDINGS, INC.

Ticker:       ENR            Security ID:  29266R108
Meeting Date: JAN 25, 2010   Meeting Type: Annual
Record Date:  NOV 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. David Hoover          For       Withhold     Management
1.2   Elect Director John C. Hunter           For       For          Management
1.3   Elect Director John E. Klein            For       For          Management
1.4   Elect Director John R. Roberts          For       For          Management
2     Ratify Auditors                         For       For          Management


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sherry S. Barrat         For       For          Management
1.2   Elect Director Robert M. Beall, II      For       For          Management
1.3   Elect Director J. Hyatt Brown           For       For          Management
1.4   Elect Director James L. Camaren         For       For          Management
1.5   Elect Director J. Brian Ferguson        For       For          Management
1.6   Elect Director Lewis Hay, III           For       For          Management
1.7   Elect Director Toni Jennings            For       For          Management
1.8   Elect Director Oliver D. Kingsley, Jr.  For       For          Management
1.9   Elect Director Rudy E. Schupp           For       For          Management
1.10  Elect Director William H. Swanson       For       For          Management
1.11  Elect Director Michael H. Thaman        For       For          Management
1.12  Elect Director Hansel E. Tookes, II     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Change Company Name                     For       For          Management


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Berg                For       For          Management
1.2   Elect Director John F. Cogan            For       For          Management
1.3   Elect Director Etienne F. Davignon      For       For          Management
1.4   Elect Director James M. Denny           For       For          Management
1.5   Elect Director Carla A. Hills           For       For          Management
1.6   Elect Director Kevin E. Lofton          For       For          Management
1.7   Elect Director John W. Madigan          For       For          Management
1.8   Elect Director John C. Martin           For       For          Management
1.9   Elect Director Gordon E. Moore          For       For          Management
1.10  Elect Director Nicholas G. Moore        For       For          Management
1.11  Elect Director Richard J. Whitley       For       For          Management
1.12  Elect Director Gayle E. Wilson          For       For          Management
1.13  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A.M. Bennett             For       For          Management
2     Elect Director J.R. Boyd                For       For          Management
3     Elect Director M. Carroll               For       For          Management
4     Elect Director N.K. Dicciani            For       For          Management
5     Elect Director S.M. Gillis              For       For          Management
6     Elect Director J.T. Hackett             For       For          Management
7     Elect Director D.J. Lesar               For       For          Management
8     Elect Director R.A. Malone              For       For          Management
9     Elect Director J.L. Martin              For       For          Management
10    Elect Director D.L. Reed                For       For          Management
11    Ratify Auditors                         For       For          Management
12    Review and Assess Human Rights Policies Against   For          Shareholder
13    Report on Political Contributions       Against   For          Shareholder
14    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
15    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

HARRIS CORP.

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 23, 2009   Meeting Type: Annual
Record Date:  AUG 28, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terry D. Growcock        For       For          Management
1.2   Elect Director Leslie F. Kenne          For       For          Management
1.3   Elect Director David B. Rickard         For       For          Management
1.4   Elect Director Gregory T. Swienton      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require Independent Board Chairman      Against   Against      Shareholder


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

INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: DEC 15, 2009   Meeting Type: Annual
Record Date:  OCT 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David H. Batchelder      For       For          Management
1.2   Elect Director Christopher W. Brody     For       For          Management
1.3   Elect Director William V. Campbell      For       For          Management
1.4   Elect Director Scott D. Cook            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director Michael R. Hallman       For       For          Management
1.7   Elect Director Edward A. Kangas         For       For          Management
1.8   Elect Director Suzanne Nora Johnson     For       For          Management
1.9   Elect Director Dennis D. Powell         For       For          Management
1.10  Elect Director Stratton D. Sclavos      For       For          Management
1.11  Elect Director Brad D. Smith            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


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Claude R. Canizares      For       For          Management
1.2   Elect Director Thomas A. Corcoran       For       For          Management
1.3   Elect Director Lewis Kramer             For       For          Management
1.4   Elect Director Alan H. Washkowitz       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

MARKEL CORPORATION

Ticker:       MKL            Security ID:  570535104
Meeting Date: MAY 10, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     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 Stewart M. Kasen         For       For          Management
1.4   Elect Director Alan I. Kirshner         For       For          Management
1.5   Elect Director Lemuel E. Lewis          For       For          Management
1.6   Elect Director Darrell D. Martin        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
1.10  Elect Director Debora J. Wilson         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 22, 2009   Meeting Type: Annual
Record Date:  MAY 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andy D. Bryant           For       For          Management
1.2   Elect Director Wayne A. Budd            For       For          Management
1.3   Elect Director John H. Hammergren       For       For          Management
1.4   Elect Director Alton F. Irby, III       For       For          Management
1.5   Elect Director M. Christine Jacobs      For       For          Management
1.6   Elect Director Marie L. Knowles         For       For          Management
1.7   Elect Director David M. Lawrence        For       For          Management
1.8   Elect Director Edward A. Mueller        For       For          Management
1.9   Elect Director Jane E. Shaw             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   For          Shareholder
5     Adopt a Policy in which the Company     Against   For          Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


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

MEDCATH CORP.

Ticker:       MDTH           Security ID:  58404W109
Meeting Date: MAR 3, 2010    Meeting Type: Annual
Record Date:  JAN 21, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pamela G. Bailey         For       For          Management
1.2   Elect Director Edward R. Casas          For       Withhold     Management
1.3   Elect Director Jacque J. Sokolov        For       For          Management
2     Ratify Auditors                         For       For          Management


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

RALCORP HOLDINGS, INC.

Ticker:       RAH            Security ID:  751028101
Meeting Date: JAN 26, 2010   Meeting Type: Annual
Record Date:  NOV 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bill G. Armstrong        For       For          Management
1.2   Elect Director J. Patrick Mulcahy       For       For          Management
1.3   Elect Director William P. Stiritz       For       For          Management
2     Ratify Auditors                         For       For          Management


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

SPX CORPORATION

Ticker:       SPW            Security ID:  784635104
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director J. Michael Fitzpatrick   For       For          Management
2     Elect Director Albert A. Koch           For       For          Management
3     Ratify Auditors                         For       For          Management


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

SYMANTEC CORPORATION

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 23, 2009   Meeting Type: Annual
Record Date:  JUL 27, 2009

#     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 Enrique Salem            For       For          Management
1.8   Elect Director Daniel H. Schulman       For       For          Management
1.9   Elect Director John W. Thompson         For       For          Management
1.10  Elect Director V. Paul Unruh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAY 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend of NIS 2.50 (USD For       For          Management
      0.642) Per Share
2     Election Of Director: Mr. Abraham E.    For       For          Management
      Cohen
3     Election Of Director: Mr. Amir Elstein  For       For          Management
4     Election Of Director: Prof. Roger       For       For          Management
      Kornberg
5     Election Of Director: Prof. Moshe Many  For       For          Management
6     Election Of Director: Mr. Dan Propper   For       For          Management
7     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
8     Approve Stock Option Plan               For       Against      Management
9     Approve Compensation of Board Chairman  For       For          Management
10    Approve Compensation of Director        For       For          Management
11    Approve Compensation of Director        For       For          Management
12    Increase Authorized Share Capital       For       For          Management


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     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         For       For          Management
9     Elect Director Gail R. Wilensky         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Lobbying Expenses             Against   Against      Shareholder
12    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  H27013103
Meeting Date: JUN 23, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Reelect Bernard Duroc-Danner as         For       Against      Management
      Director
3.2   Elect Samuel Bodman as Director         For       For          Management
3.3   Reelect David Butters as Director       For       Against      Management
3.4   Reelect Nicholas Brady as Director      For       For          Management
3.5   Reelect William Macauly as Director     For       Against      Management
3.6   Reelect Robert Millard as Director      For       Against      Management
3.7   Reelect Robert Moses as Director        For       Against      Management
3.8   Elect Guilliermo Ortiz as Director      For       For          Management
3.9   Elect Emyr Parry as Director            For       For          Management
3.10  Reelect Robert Rayne as Director        For       Against      Management
4     Ratify Ernst & Young LLP as Independent For       For          Management
      Registered Public Accounting Firm and
      Ernst & Young AG as Statutory Auditor
5     Approve Reclassification of CHF 475     For       For          Management
      Million of Legal Reserves to Other
      Reserves
6     Approve Creation of CHF 439.9 Million   For       For          Management
      Pool of Capital without Preemptive
      Rights
7     Increase Existing Pool of Conditional   For       For          Management
      Capital without Preemptive Rights to
      CHF 439.9 Million
8     Approve Weatherfor International Ltd.   For       For          Management
      2010 Omnibus Incentive Plan for Key
      Employees
9     Transact Other Business (Non-Voting)    None      None         Management


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

YUM! BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David W. Dorman          For       For          Management
2     Elect Director Massimo Ferragamo        For       For          Management
3     Elect Director J. David Grissom         For       For          Management
4     Elect Director Bonnie G. Hill           For       For          Management
5     Elect Director Robert Holland, Jr.      For       For          Management
6     Elect Director Kenneth G. Langone       For       For          Management
7     Elect Director Jonathan S. Linen        For       For          Management
8     Elect Director Thomas C. Nelson         For       For          Management
9     Elect Director David C. Novak           For       For          Management
10    Elect Director Thomas M. Ryan           For       For          Management
11    Elect Director Jing-Shyh S. Su          For       For          Management
12    Elect Director Robert D. Walter         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings




========================== 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.


                                   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 19, 2010

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