As filed with the Securities and Exchange Commission on
February 16, 2007
Registration No. 333-138725
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.____
[X] POST-EFFECTIVE AMENDMENT NO. 1
(Check appropriate box or boxes)
BB&T VARIABLE INSURANCE FUNDS
(Exact Name of Registrant as Specified in Charter)
1-800-228-1872
(Area Code and Telephone Number)
3435 STELZER ROAD
COLUMBUS, OH 43219
(Address of Principal Executive Offices)
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ALAN G. PRIEST, ESQUIRE
ROPES & GRAY LLP
ONE METRO CENTER
700 12TH STREET, N.W., SUITE 900
WASHINGTON, D.C. 20005
(Name and address of Agent for Service)
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It is proposed that this filing will become effective immediately upon filing
pursuant to paragraph (d) of Rule 462 under the Securities Act of 1933, as
amended solely for the purpose of adding Exhibit 12 to such Registration
Statement.
There have been no changes to the proxy statement/prospectus or statement of
additional information as filed with the Registrant's Registration Statement on
Form N-14 (File No. 333-138725), as filed with the Commission on November 15,
2006, as amended December 1, 2006 and December 13, 2006, and as effective
December 15, 2006.
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Article VIII, Sections 1 and 2 of the Registrant's Declaration of Trust provides
as follows:
"Trustees, Officers, etc.
Section 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers
or trustees of another organization in which the Trust has any interest as
a shareholder, creditor or otherwise) (hereinafter referred to as a
"Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any Covered
Person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or
may have been involved as a party or otherwise or with which such Covered
Person may be or may have been threatened, while in office or thereafter,
by reason of being or having been such a Covered Person except with respect
to any matter as to which such Covered Person shall have been finally
adjudicated in any such action, suit or other proceeding to be liable to
the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including counsel fees
so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or penalties), shall
be paid from time to time by the Trust in advance of the final disposition
of any such action, suit or proceeding upon receipt of an undertaking by or
on behalf of such Covered Person to repay amounts so paid to the Trust if
it is ultimately determined that indemnification of such expenses is not
authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust shall be insured against losses arising from any
such advance payments or (c) either a majority of the disinterested
Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter), or independent
legal counsel in a written opinion, shall have determined, based upon a
review of readily available facts (as opposed to a full trial type inquiry)
that there is reason to believe that such Covered Person will be found
entitled to indemnification under this Article.
Compromise Payment
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Section 2. As to any matter disposed of (whether by a compromise payment,
pursuant to a consent decree or otherwise) without an adjudication by a
court, or by any other body before which the proceeding was brought, that
such Covered Person either (a) did not act in good faith in the reasonable
belief that his action was in the best interests of the Trust or (b) is
liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her office, indemnification shall be provided if (a)
approved as in the best interests of the Trust, after notice that it
involves such indemnification, by at least a majority of the disinterested
Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter) upon a
determination, based upon a review of readily available facts (as opposed
to a full trial type inquiry) that such Covered Person acted in good faith
in the reasonable belief that his action was in the best interests of the
Trust and is not liable to the Trust or its Shareholders by reasons of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office, or (b) there has
been obtained an opinion in writing of independent legal counsel, based
upon a review of readily available facts (as opposed to a full trial type
inquiry) to the effect that such Covered Person appears to have acted in
good faith in the reasonable belief that his action was in the best
interests of the Trust and that such indemnification would not protect such
Person against any liability to the Trust to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. Any
approval pursuant to this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with
this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that such Covered Person's action was in the
best interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such Covered
Person's office."
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers, and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of Registrant in the successful defense of any action,
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suit, or proceeding) is asserted by such trustee, officer, or controlling
person in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
In addition, the Trust maintains a directors and officer liability
insurance policy with a maximum coverage of $5,000,000.
ITEM 16. EXHIBITS
(1) Agreement and Declaration of Trust of BB&T Variable Insurance Funds (the
"Registrant") (1)
(2) Bylaws of Registrant (1)
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization (5)
(5) (i) Article III, Article V, Article VIII, Section 4, and Article IX,
Sections 1, 4, 5, and 7 of the Agreement and Declaration of Trust (1)
(ii) Article 9, Article 10, Section 6, Article 11 of the By-laws (1)
(6) (i) Form of Investment Advisory Agreement (2)
(ii) Form of Investment Sub-Advisory Agreement between BB&T Asset
Management, Inc. and Scott and Stringfellow, Inc. (2)
(iii) Form of Investment Sub-Advisory Agreement between BB&T Asset
Management, Inc. and Sterling Capital Management LLC (4)
(7) Not Applicable.
(8) Not applicable.
(9) Form of Custody Agreement between the Registrant and U.S. Bank (2)
(10) (i) Form of Management and Administration Agreement between Registrant and
BB&T Asset Management, Inc. (2)
(ii) Form of Sub-Administration Agreement between Registrant and
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BISYS Fund Services Ohio, Inc. (2)
(iii) Form of Fund Accounting Agreement between Registrant and BISYS Fund
Services Ohio, Inc. (2)
(iv) Form of Transfer Agency Agreement between Registrant and BISYS Fund
Services Ohio, Inc. (2)
(v) Form of Fund Participation Agreement (2)
(vi) Form of Variable Contract Owner Servicing Agreement (2)
(vii) Form of Compliance Services Agreement between Registrant and BISYS
Fund Services Ohio, Inc. (2)
(11) Opinion and Consent of Ropes & Gray LLP regarding Securities (5)
(12) Opinion and Consent of Ropes & Gray LLP Regarding Tax Matters (7)
(13) (i) Form of Code of Ethics of Registrant (2)
(ii) Code of Ethics of BB&T Asset Management, Inc. (4)
(iii) Form of Code of Ethics of Scott & Stringfellow, Inc. (2)
(iv) Code of Ethics of BISYS Fund Services Ohio, Inc. and Certain
Affiliated Companies of BISYS Fund Services Ohio, Inc. (3)
(14) Consent of KPMG LLP (6)
(15) Not Applicable.
(16) Powers of Attorney.
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(i)
POWER OF ATTORNEY
December 1, 2006
Laura C. Bingham, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, Alexandra Oprescu and Melissa S.
Gainor, each individually, her true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
BB&T Variable Insurance Funds (the "Trust"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
("Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the initial filing of
any Registration Statement on Form N-14 by the Trust, relating to the proposed
reorganization of BB&T Large Cap Growth VIF, a series of the Trust, with and
into BB&T Large Cap VIF, a series of the Trust, and any and all amendments
(including post-effective amendments) to said Registration Statements, pursuant
to said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Laura C. Bingham
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Laura C. Bingham
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(ii)
POWER OF ATTORNEY
December 1, 2006
Thomas W. Lambeth, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, Alexandra Oprescu and Melissa S.
Gainor, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
BB&T Variable Insurance Funds (the "Trust"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
("Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the initial filing of
any Registration Statement on Form N-14 by the Trust, relating to the proposed
reorganization of BB&T Large Cap Growth VIF, a series of the Trust, with and
into BB&T Large Cap VIF, a series of the Trust, and any and all amendments
(including post-effective amendments) to said Registration Statements, pursuant
to said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Thomas W. Lambeth
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Thomas W. Lambeth
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(iii)
POWER OF ATTORNEY
December 1, 2006
Drew T. Kagan, whose signature appears below, does hereby constitute and appoint
Alan G. Priest, Alyssa Albertelli, Alexandra Oprescu and Melissa S. Gainor, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Variable
Insurance Funds (the "Trust"), to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the initial filing of any Registration
Statement on Form N-14 by the Trust, relating to the proposed reorganization of
BB&T Large Cap Growth VIF, a series of the Trust, with and into BB&T Large Cap
VIF, a series of the Trust, and any and all amendments (including post-effective
amendments) to said Registration Statements, pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of the Trust any and all such initial filings and amendments
filed with the Securities and Exchange Commission under said Acts, and any other
instruments or documents related thereto, and the undersigned does hereby ratify
and confirm all that said attorneys and agents, or either of them, shall do or
cause to be done by virtue thereof.
/s/ Drew T. Kagan
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Drew T. Kagan
-8-
(iv)
POWER OF ATTORNEY
December 1, 2006
Keith F. Karlawish, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, Alexandra Oprescu and Melissa S.
Gainor, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
BB&T Variable Insurance Funds (the "Trust"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
("Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the initial filing of
any Registration Statement on Form N-14 by the Trust, relating to the proposed
reorganization of BB&T Large Cap Growth VIF, a series of the Trust, with and
into BB&T Large Cap VIF, a series of the Trust, and any and all amendments
(including post-effective amendments) to said Registration Statements, pursuant
to said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Keith F. Karlawish
----------------------------------------
Keith F. Karlawish
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(v)
POWER OF ATTORNEY
December 1, 2006
Douglas R. Van Scoy, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, Alexandra Oprescu and Melissa S.
Gainor, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
BB&T Variable Insurance Funds (the "Trust"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
("Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the initial filing of
any Registration Statement on Form N-14 by the Trust, relating to the proposed
reorganization of BB&T Large Cap Growth VIF, a series of the Trust, with and
into BB&T Large Cap VIF, a series of the Trust, and any and all amendments
(including post-effective amendments) to said Registration Statements, pursuant
to said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Douglas R. Van Scoy
----------------------------------------
Douglas R. Van Scoy
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(vi)
POWER OF ATTORNEY
December 1, 2006
Troy A. Sheets, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, Alexandra Oprescu and Melissa S.
Gainor, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
BB&T Variable Insurance Funds (the "Trust"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
("Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the initial filing of
any Registration Statement on Form N-14 by the Trust, relating to the proposed
reorganization of BB&T Large Cap Growth VIF, a series of the Trust, with and
into BB&T Large Cap VIF, a series of the Trust, and any and all amendments
(including post-effective amendments) to said Registration Statements, pursuant
to said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Troy A. Sheets
----------------------------------------
Troy A. Sheets
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(vii)
POWER OF ATTORNEY
December 1, 2006
James L. Roberts, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, Alexandra Oprescu and Melissa S.
Gainor, each individually, his true and lawful attorneys and agents, with power
of substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
BB&T Variable Insurance Funds (the "Trust"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
("Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the initial filing of
any Registration Statement on Form N-14 by the Trust, relating to the proposed
reorganization of BB&T Large Cap Growth VIF, a series of the Trust, with and
into BB&T Large Cap VIF, a series of the Trust, and any and all amendments
(including post-effective amendments) to said Registration Statements, pursuant
to said Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ James L. Roberts
----------------------------------------
James L. Roberts
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(17) (i) Class A, Class B, and Class C Shares Prospectus for the BB&T Funds,
dated February 1, 2006 (5)
(ii) Institutional Shares Prospectus for the BB&T Funds, dated February 1,
2006, as amended May 30, 2006 (5)
(iii) Prospectus for the Large Cap Growth VIF, dated May 1, 2006 (5)
(iv) Prospectus for the Large Cap VIF, dated May 1, 2006 (5)
(v) Statement of Additional Information for the BB&T Funds, dated February
1, 2006 (5)
(vi) Statement of Additional Information for the BB&T Variable Insurance
Funds, dated May 1, 2006 (5)
(vii) BB&T Funds' Annual Report for the period ended September 30, 2006 (6)
(viii) BB&T Variable Insurance Funds' Annual Report for the period ended
December 31, 2005 (5)
(ix) BB&T Variable Insurance Funds' Semi-annual Report for the period ended
June 30, 2006 (5)
(1) Previously filed on December 13, 2004 and incorporated by reference herein.
(2) Previously filed on February 14, 2005 and incorporated by reference herein.
(3) Previously filed on March 1, 2006 and incorporated by reference herein.
(4) Previously filed on April 28, 2006 and incorporated by reference herein.
(5) Previously filed on November 15, 2006 and incorporated by reference herein.
(6) Previously filed on December 1, 2006 and incorporated by reference herein.
(7) Filed herewith.
ITEM 17. UNDERTAKINGS
(1) The Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c) of the Securities
Act, the reoffering prospectus will contain the information called for
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by the applicable registration form for reofferings by persons who may
be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
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NOTICE
A copy of the Agreement and Declaration of Trust of the BB&T Variable
Insurance Funds is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed on
behalf of the Registrant by officers of the registrant as officers and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the trustees, officers or shareholders individually but
are binding only upon the assets and property of the Registrant.
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SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the City of Washington, District of
Columbia, on the 16th day of February 2007.
BB&T VARIABLE INSURANCE FUNDS
/s/ Keith F. Karlawish
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* Keith F. Karlawish
President
Signature Title Date
--------- ------------------ -----------------
/s/ Keith F. Karlawish President, Trustee February 16, 2007
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* Keith F. Karlawish
/s/ James L. Roberts Trustee February 16, 2007
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*James L. Roberts
/s/ Thomas W. Lambeth Trustee February 16, 2007
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*Thomas W. Lambeth
/s/ Troy A. Sheets Treasurer February 16, 2007
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*Troy A. Sheets
/s/ Douglas R. Van Scoy Trustee February 16, 2007
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*Douglas R. Van Scoy
/s/ Drew T. Kagan Trustee February 16, 2007
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*Drew T. Kagan
/s/ Laura C. Bingham Trustee February 16, 2007
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*Laura C. Bingham
*By: /s/ Alan G. Priest
--------------------------------
Alan G. Priest
Attorney-in-Fact, pursuant to powers of attorney filed herewith.
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EXHIBIT INDEX
(12) Opinion and Consent of Ropes & Gray LLP Regarding Tax Matters
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