ROPES & GRAY LLP
ONE METRO CENTER
700 12TH STREET, N.W.
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WRITER'S DIRECT DIAL NUMBER: (202) 508-4622
December 1, 2006
VIA EDGAR
Valerie J. Lithotomos, Esq.
Alison White, Esq.
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: BB&T Funds (File Nos. 33-49098 and 811-06719):
Pre-Effective Amendment to Registration Statement on Form N-14
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filed November 15, 2006_(Registration No. 333-138724)
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Re: BB&T Variable Insurance Funds (File Nos. 333-121205 and 811-21682):
Pre-Effective Amendment to Registration Statement on Form N-14
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filed November 15, 2006_ (Registration No. 333-138725)
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Dear Sir or Madam:
On behalf of BB&T Funds and BB&T Variable Insurance Funds (the
"Registrants"), registered open-end management investment companies,
accompanying this letter for filing is a pre-effective amendments to the
Registration Statements on Form N-14 filed November 15, 2006 (the "Registration
Statement").
The Prospectus/Proxy Statement contained in the Registration Statement
will be furnished in connection with a joint special meeting of shareholders of
the BB&T Large Cap Growth Fund (the "Large Cap Growth Fund") and BB&T Large Cap
Growth VIF (the "Large Cap Growth VIF"), to be held on January 24, 2007, at
which time the shareholders of the Large Cap Growth Fund and Large Cap Growth
VIF will be asked to vote on the proposed reorganization with and into the BB&T
Large Cap Fund (the "Large Cap Fund") and BB&T Large Cap VIF (the "Large Cap
VIF"), respectively.
The proposed combination will be followed by the dissolution of the
Large Cap Growth Fund and Large Cap Growth VIF and the distribution in
liquidation of shares of the Large Cap Fund and Large Cap VIF, as applicable.
Included in the Registration Statement is the form of proxy for the January 24,
2007 joint meeting of shareholders of the Large Cap Growth Fund and Large Cap
Growth VIF. Pro forma financial information for the Large Cap Fund will be filed
by amendment.
Filing Desk
Securities and Exchange Commission
December 1, 2006
Page 2
No registration fee is being paid at the time of this filing because
each of BB&T Funds and BB&T Variable Insurance Funds has previously filed an
election, under Rule 24f-2 under the Investment Company Act of 1940, to register
an indefinite number of its shares.
The Registrants expect to request acceleration of the Registration
Statement as of 5:00 p.m. Washington, D.C. time, Friday, December 15, 2006 or
as soon as practicable thereafter. The Registrants' requests for acceleration
are filed herewith.
Ropes & Gray LLP has acted as counsel to BB&T Funds and BB&T Variable
Insurance Funds in connection with the preparation of the Registration
Statement.
Please call me at 202-508-4622 or Alyssa Albertelli at 202-508-4667 if
you have any questions regarding this filing.
Sincerely,
/s/ Alexandra Oprescu
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Alexandra Oprescu