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)

                               Keith F. Karlawish
                          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, 2006 -- June 30, 2007

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, 2006 TO JUNE 30, 2007



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



This Fund received no proxies for the reporting period.

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

On February 12, 2007, the BB&T Large Cap VIF, another existing series within
BB&T Variable Insurance Funds, acquired all of the assets and assumed all of the
liabilities of the BB&T Large Cap Growth VIF.  Proxy voting records for the BB&T
Large Cap VIF are contained within this filing.

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: FEB 27, 2007   Meeting Type: Annual
Record Date:  JAN 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul N. Clark              For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Robert L. Joss             For       For        Management
2     Ratify Auditors                           For       For        Management


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  JAN 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alain J.P. Belda           For       For        Management
1.2   Elect Director Carlos Ghosn               For       For        Management
1.3   Elect Director Henry B. Schacht           For       For        Management
1.4   Elect Director Franklin A. Thomas         For       For        Management
2     Ratify Auditor                            For       For        Management


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 2, 2006    Meeting Type: Annual
Record Date:  SEP 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G.A. Andreas               For       For        Management
1.2   Elect Director A.L. Boeckmann             For       For        Management
1.3   Elect Director M.H. Carter                For       Withhold   Management
1.4   Elect Director R.S. Joslin                For       For        Management
1.5   Elect Director A. Maciel                  For       For        Management
1.6   Elect Director P.J. Moore                 For       For        Management
1.7   Elect Director M.B. Mulroney              For       For        Management
1.8   Elect Director T.F. O'Neill               For       For        Management
1.9   Elect Director O.G. Webb                  For       Withhold   Management
1.10  Elect Director K.R. Westbrook             For       For        Management
1.11  Elect Director P.A. Woertz                For       For        Management
2     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
3     Adopt ILO Standards                       Against   For        Shareholder


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   For        Shareholder


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 2, 2006    Meeting Type: Annual
Record Date:  SEP 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lew Frankfort              For       For        Management
1.2   Elect Director Susan Kropf                For       For        Management
1.3   Elect Director Gary Loveman               For       For        Management
1.4   Elect Director Ivan Menezes               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management
1.8   Elect Director Jide Zeitlin               For       For        Management


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FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 25, 2006   Meeting Type: Annual
Record Date:  JUL 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director August A. Busch, IV        For       For        Management
1.3   Elect Director John A. Edwardson          For       For        Management
1.4   Elect Director Judith L. Estrin           For       For        Management
1.5   Elect Director J. Kenneth Glass           For       For        Management
1.6   Elect Director Philip Greer               For       For        Management
1.7   Elect Director J.R. Hyde, III             For       For        Management
1.8   Elect Director Shirley A. Jackson         For       For        Management
1.9   Elect Director Steven R. Loranger         For       For        Management
1.10  Elect Director Charles T. Manatt          For       For        Management
1.11  Elect Director Frederick W. Smith         For       For        Management
1.12  Elect Director Joshua I. Smith            For       For        Management
1.13  Elect Director Paul S. Walsh              For       For        Management
1.14  Elect Director Peter S. Willmott          For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Environmental Policy            Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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FISHER SCIENTIFIC INTERNATIONAL INC.

Ticker:       FSH            Security ID:  338032204
Meeting Date: AUG 30, 2006   Meeting Type: Special
Record Date:  JUL 24, 2006

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


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FOMENTO ECONOMICO MEXICANO S.A. (FEMSA)

Ticker:       FMX            Security ID:  344419106
Meeting Date: DEC 7, 2006    Meeting Type: Special
Record Date:  NOV 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO AMEND THE BY-LAWS OF THE COMPANY TO    For       For        Management
      INCLUDE THE FORMATION OF COMMITTEES, AND
      OTHER ADJUSTS TO COMPLY WITH THE
      PROVISIONS OF THE MEXICAN SECURITIES
      MARKET LAW (LEY DEL MERCADO DE VALORES).
2     APPOINTMENT OF DELEGATES TO EXECUTE AND   For       For        Management
      FORMALIZE THE RESOLUTIONS ADOPTED DURING
      THE MEETING.
3     MINUTES OF THE SHAREHOLDERS  MEETING.     For       For        Management
4     ELECTION AND/OR RATIFICATION OF MEMBERS   For       For        Management
      OF THE BOARD OF DIRECTORS AND SECRETARY
      AND THEIR ALTERNATES; QUALIFICATION OF
      THEIR INDEPENDENCE IN ACCORDANCE TO THE
      MEXICAN SECURITIES MARKET LAW, AND
      RESOLUTION WITH RESPECT TO THEIR
      REMUNERATION.
5     PROPOSAL TO FORM COMMITTEES OF THE BOARD  For       For        Management
      OF DIRECTORS, INCLUDING THE AUDIT AND
      CORPORATE PRACTICES COMMITTEES,
      APPOINTMENT OF THE CHAIRMAN FOR SUCH
      COMMITTEES, AND RESOLUTION WITH RESPECT
      TO THEIR REMUNERATION.
6     APPOINTMENT OF DELEGATES TO EXECUTE AND   For       For        Management
      FORMALIZE THE RESOLUTIONS ADOPTED DURING
      THE MEETING.
7     MINUTES OF THE SHAREHOLDERS  MEETING.     For       For        Management


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FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: DEC 15, 2006   Meeting Type: Annual
Record Date:  OCT 25, 2006

#     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       Withhold   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 Rudy E. Schupp             For       For        Management
1.8   Elect Director Michael H. Thaman          For       For        Management
1.9   Elect Director Hansel E. Tookes, II       For       For        Management
1.10  Elect Director Paul R. Tregurtha          For       For        Management
2     Ratify Auditors                           For       For        Management


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HANSEN NATURAL CORP.

Ticker:       HANS           Security ID:  411310105
Meeting Date: NOV 10, 2006   Meeting Type: Annual
Record Date:  SEP 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rodney C. Sacks            For       Withhold   Management
1.2   Elect Director Hilton H. Schlosberg       For       Withhold   Management
1.3   Elect Director Norman C. Epstein          For       For        Management
1.4   Elect Director Benjamin M. Polk           For       Withhold   Management
1.5   Elect Director Sydney Selati              For       For        Management
1.6   Elect Director Harold C. Taber, Jr.       For       For        Management
1.7   Elect Director Mark S. Vidergauz          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  JAN 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director L.T. Babbio, Jr.           For       For        Management
2     Elect Director S.M. Baldauf               For       For        Management
3     Elect Director R.A. Hackborn              For       For        Management
4     Elect Director J.H. Hammergren            For       For        Management
5     Elect Director M.V. Hurd                  For       For        Management
6     Elect Director R.L. Ryan                  For       For        Management
7     Elect Director L.S. Salhany               For       For        Management
8     Elect Director G.K.Thompson               For       For        Management
9     Ratify Auditors                           For       For        Management
10    Require Director Nominee Qualifications   Against   For        Shareholder
11    Separate Chairman and CEO Positions       Against   Against    Shareholder
12    Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
13    Performance-Based Equity Awards           Against   For        Shareholder


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MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 24, 2006   Meeting Type: Annual
Record Date:  JUN 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Robert C. Pozen            For       For        Management
1.4   Elect Director Gordon M. Sprenger         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: OCT 25, 2006   Meeting Type: Annual
Record Date:  SEP 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Boehlke          For       For        Management
1.2   Elect Director C. Douglas Marsh           For       For        Management


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MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: DEC 5, 2006    Meeting Type: Annual
Record Date:  OCT 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Appleton         For       For        Management
1.2   Elect Director Teruaki Aoki               For       For        Management
1.3   Elect Director James W. Bagley            For       For        Management
1.4   Elect Director Mercedes Johnson           For       For        Management
1.5   Elect Director Lawrence N. Mondry         For       For        Management
1.6   Elect Director Gordon C. Smith            For       For        Management
1.7   Elect Director Robert E. Switz            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination Based on Sexual
      Orientation or Gender Identity


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MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 8, 2006

#     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 James I. Cash, Jr., Ph.D.  For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director David F. Marquardt         For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Helmut Panke               For       For        Management
9     Elect Director Jon A. Shirley             For       For        Management
10    Ratify Auditors                           For       For        Management
11    Cease Product Sales that Can Be Used to   Against   Against    Shareholder
      Violate Human Rights
12    Amend EEO Statement to Not Reference      Against   Against    Shareholder
      Sexual Orientation
13    Establish Shareholder Advisory Committee  Against   Against    Shareholder


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NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: MAR 6, 2007    Meeting Type: Annual
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       For        Management
      FINANCIAL STATEMENTS OF NOVARTIS AG AND
      THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE YEAR 2006.
2     APPROVAL OF THE ACTIVITIES OF THE BOARD   For       For        Management
      OF DIRECTORS
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       For        Management
      NOVARTIS AG AS PER BALANCE SHEET AND
      DECLARATION OF DIVIDEND
4     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      RE-ELECTION OF HANS-JOERG RUDLOFF FOR A
      THREE-YEAR TERM
5     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      RE-ELECTION OF DR. DANIEL VASELLA FOR A
      THREE-YEAR TERM
6     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      ELECTION OF NEW MEMBER MARJORIE M. YANG
      FOR A TERM OF OFFICE BEGINNING ON 1
      JANUARY 2008 AND ENDING ON THE DAY OF THE
      AGM IN 2010
7     Ratify Auditors                           For       For        Management
8     VOTES REGARDING ADDITIONAL AND/OR         For       Against    Management
      COUNTER-PROPOSALS AT THE AGM OF NOVARTIS
      AG IF YOU GIVE NO INSTRUCTIONS ON AGENDA
      ITEM 6, YOUR VOTES WILL BE CAST IN
      ACCORDANCE WITH THE PROPOSALS OF THE
      BOARD OF DIRECTORS. MARKING THE BOX  FOR
      IS A VOTE FOR THE PROPOS


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ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 9, 2006    Meeting Type: Annual
Record Date:  AUG 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       For        Management
1.2   Elect Director Lawrence J. Ellison        For       For        Management
1.3   Elect Director Donald L. Lucas            For       For        Management
1.4   Elect Director Michael J. Boskin          For       For        Management
1.5   Elect Director Jack F. Kemp               For       Withhold   Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director H. Raymond Bingham         For       For        Management
1.10  Elect Director Charles E Phillips, Jr.    For       For        Management
1.11  Elect Director Naomi O. Seligman          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan


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PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 5, 2006    Meeting Type: Annual
Record Date:  AUG 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Election of Director: B. Thomas Golisano  For       For        Management
2     Election of Director: David J.S. Flaschen For       For        Management
3     Election of Director: Phillip Horsley     For       For        Management
4     Election of Director: Grant M. Inman      For       For        Management
5     Election of Director: Pamela A. Joseph    For       For        Management
6     Election of Director: Jonathan J. Judge   For       For        Management
7     Election of Director: Jospeh M. Tucci     For       For        Management


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PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2006   Meeting Type: Annual
Record Date:  JUN 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark Donegan               For       For        Management
1.2   Elect Director Vernon E. Oechsle          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 10, 2006   Meeting Type: Annual
Record Date:  AUG 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Approve Decrease in Size of Board         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote


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STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 21, 2007   Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard Schultz             For       For        Management
1.2   Elect Director Barbara Bass               For       For        Management
1.3   Elect Director Howard P. Behar            For       For        Management
1.4   Elect Director William W. Bradley         For       For        Management
1.5   Elect Director James L. Donald            For       For        Management
1.6   Elect Director Mellody Hobson             For       For        Management
1.7   Elect Director Olden Lee                  For       For        Management
1.8   Elect Director James G. Shennan, Jr.      For       For        Management
1.9   Elect Director Javier G. Teruel           For       For        Management
1.10  Elect Director Myron E. Ullman, III       For       For        Management
1.11  Elect Director Craig E. Weatherup         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management




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

AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 25, 2007   Meeting Type: Annual
Record Date:  NOV 30, 2006

#     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       Withhold   Management
2     Ratify Auditors                           For       For        Management


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  JAN 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alain J.P. Belda           For       For        Management
1.2   Elect Director Carlos Ghosn               For       For        Management
1.3   Elect Director Henry B. Schacht           For       For        Management
1.4   Elect Director Franklin A. Thomas         For       For        Management
2     Ratify Auditor                            For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Disclose Information on Secondhand Smoke  Against   Against    Shareholder
5     Cease Add Campaigns Oriented to Prevent   Against   Against    Shareholder
      Youth Smoking
6     Cease Production, Promotion, and          Against   Against    Shareholder
      Marketing of Tobacco Products
7     Adopt Animal Welfare Policy               Against   Against    Shareholder


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AMBAC FINANCIAL GROUP, INC.

Ticker:       ABK            Security ID:  023139108
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael A. Callen          For       For        Management
1.2   Elect Director Jill M. Considine          For       For        Management
1.3   Elect Director Phillip N. Duff            For       For        Management
1.4   Elect Director Robert J. Genader          For       For        Management
1.5   Elect Director W. Grant Gregory           For       For        Management
1.6   Elect Director Thomas C. Theobald         For       For        Management
1.7   Elect Director Laura S. Unger             For       For        Management
1.8   Elect Director Hery D.G. Wallace          For       For        Management
2     Ratify Auditors                           For       For        Management


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director Martin S. Feldstein        For       For        Management
1.3   Elect Director Ellen V. Futter            For       For        Management
1.4   Elect Director Stephen L. Hammerman       For       For        Management
1.5   Elect Director Richard C. Holbrooke       For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director George L. Miles, Jr.       For       For        Management
1.8   Elect Director Morris W. Offit            For       For        Management
1.9   Elect Director James F. Orr, III          For       For        Management
1.10  Elect Director Virginia M. Rometty        For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank J. Biondi, Jr.       For       For        Management
2     Elect Director Jerry D. Choate            For       For        Management
3     Elect Director Frank C. Herringer         For       For        Management
4     Elect Director Gilbert S. Omenn           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         For       For        Management
7     Declassify the Board of Directors         For       For        Management
8     Develop an Animal Welfare Policy          Against   Against    Shareholder
9     Prepare a Sustainability Report           Against   Against    Shareholder


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

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry Barcus               For       For        Management
1.2   Elect Director James L. Bryan             For       For        Management
1.3   Elect Director H. Paulett Eberhart        For       For        Management
1.4   Elect Director James T. Hackett           For       For        Management
2     Ratify Auditors                           For       For        Management


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

AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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


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

AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Leon G. Cooperman          For       For        Management
1.5   Elect Director R. Glenn Hubbard           For       For        Management
1.6   Elect Director John P. Jones              For       For        Management
1.7   Elect Director Ann Dibble Jordan          For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Henry Taub                 For       For        Management
1.10  Elect Director Arthur F. Weinbach         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 10, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Biondi                 For       For        Management
1.2   Elect Director Mr. Donofrio               For       For        Management
1.3   Elect Director Mr. Hassell                For       For        Management
1.4   Elect Director Mr. Kogan                  For       For        Management
1.5   Elect Director Mr. Kowalski               For       For        Management
1.6   Elect Director Mr. Luke                   For       For        Management
1.7   Elect Director Ms. Rein                   For       For        Management
1.8   Elect Director Mr. Renyi                  For       For        Management
1.9   Elect Director Mr. Richardson             For       For        Management
1.10  Elect Director Mr. Scott                  For       For        Management
1.11  Elect Director Mr. Vaughan                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Restore or Provide for Cumulative Voting  Against   For        Shareholder
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: MAY 24, 2007   Meeting Type: Special
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adopt Supermajority Vote Requirement for  For       For        Management
      Mergers
3     Increase Authorized Preferred and Common  For       For        Management
      Stock
4     Adjourn Meeting                           For       For        Management


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

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Samuel H. Armacost         For       For        Management
2     Elect Director Linnet F. Deily            For       For        Management
3     Elect Director Robert E. Denham           For       For        Management
4     Elect Director Robert J. Eaton            For       For        Management
5     Elect Director Sam Ginn                   For       For        Management
6     Elect Director Franklyn G. Jenifer        For       For        Management
7     Elect Director Sam Nunn                   For       For        Management
8     Elect Director David J. O'Reilly          For       For        Management
9     Elect Director Donald B. Rice             For       For        Management
10    Elect Director Peter J. Robertson         For       For        Management
11    Elect Director Kevin W. Sharer            For       For        Management
12    Elect Director Charles R. Shoemate        For       For        Management
13    Elect Director Ronald D. Sugar            For       For        Management
14    Elect Director Carl Ware                  For       For        Management
15    Ratify Auditors                           For       For        Management
16    Reduce Supermajority Vote Requirement     For       For        Management
17    Adopt Human Rights Policy                 Against   For        Shareholder
18    Adopt Greenhouse Gas Emission Reduction   Against   Against    Shareholder
      Goals
19    Adopt Animal Welfare Policy               Against   Against    Shareholder
20    Separate Chairman and CEO Positions       Against   For        Shareholder
21    Approve/Amend Terms of Existing Poison    Against   Against    Shareholder
      Pill
22    Report on Market Specific Environmental   Against   Against    Shareholder
      Laws


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   For        Shareholder


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       For        Management
3     Elect Director George David               For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Klaus Kleinfeld            For       For        Management
8     Elect Director Andrew N. Liveris          For       For        Management
9     Elect Director Anne Mulcahy               For       For        Management
10    Elect Director Richard D. Parsons         For       For        Management
11    Elect Director Charles Prince             For       For        Management
12    Elect Director Judith Rodin               For       For        Management
13    Elect Director Robert E. Rubin            For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Report on Charitable Contributions        Against   Against    Shareholder
19    Approve Report of the Compensation        Against   For        Shareholder
      Committee
20    Report on Pay Disparity                   Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder
22    Stock Retention/Holding Period            Against   Against    Shareholder
23    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
24    Amend Bylaws to Permit Shareholders to    Against   For        Shareholder
      Call Special Meetings


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James E. Copeland, Jr.     For       For        Management
2     Elect Director Kenneth M. Duberstein      For       For        Management
3     Elect Director Ruth R. Harkin             For       For        Management
4     Elect Director William R. Rhodes          For       For        Management
5     Elect Director J. Stapleton Roy           For       For        Management
6     Elect Director William E. Wade, Jr.       For       For        Management
7     Ratify Auditors                           For       For        Management
8     Report on Political Contributions         Against   Against    Shareholder
9     Report on Renewable Energy Sources        Against   Against    Shareholder
10    Require Director Nominee Qualifications   Against   Against    Shareholder
11    Report on Environmental Damage from       Against   For        Shareholder
      Drilling in the National Petroleum
      Reserve
12    Report on Indigenous Peoples Rights       Against   Against    Shareholder
      Policies
13    Report on Community Impact of Operations  Against   Against    Shareholder


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 21, 2006   Meeting Type: Annual
Record Date:  MAY 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald J. Carty            For       For        Management
1.2   Elect Director Michael S. Dell            For       For        Management
1.3   Elect Director William H. Gray, III       For       For        Management
1.4   Elect Director Sallie L. Krawcheck        For       For        Management
1.5   Elect Director Alan (A.G.) Lafley         For       For        Management
1.6   Elect Director Judy C. Lewent             For       For        Management
1.7   Elect Director Klaus S. Luft              For       For        Management
1.8   Elect Director Alex J. Mandl              For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Samuel A. Nunn, Jr.        For       For        Management
1.11  Elect Director Kevin B. Rollins           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt ILO-Based Code of Conduct           Against   Against    Shareholder
4     Compensation Company                      Against   Against    Shareholder
      Specific--Declaration of Dividend


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

DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: OCT 24, 2006   Meeting Type: Annual
Record Date:  AUG 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger Agnelli              For       Withhold   Management
1.2   Elect Director Paul M. Anderson           For       For        Management
1.3   Elect Director William Barnet, III        For       For        Management
1.4   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.5   Elect Director Michael G. Browning        For       For        Management
1.6   Elect Director Phillip R. Cox             For       For        Management
1.7   Elect Director William T. Esrey           For       For        Management
1.8   Elect Director Ann Maynard Gray           For       For        Management
1.9   Elect Director James H. Hance, Jr.        For       For        Management
1.10  Elect Director Dennis R. Hendrix          For       For        Management
1.11  Elect Director Michael E.J. Phelps        For       Withhold   Management
1.12  Elect Director James T. Rhodes            For       For        Management
1.13  Elect Director James E. Rogers            For       For        Management
1.14  Elect Director Mary L. Schapiro           For       For        Management
1.15  Elect Director Dudley S. Taft             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.3   Elect Director Michael G. Browning        For       For        Management
1.4   Elect Director Phillip R. Cox             For       For        Management
1.5   Elect Director Ann Maynard Gray           For       For        Management
1.6   Elect Director James H. Hance, Jr         For       For        Management
1.7   Elect Director James T. Rhodes            For       For        Management
1.8   Elect Director James E. Rogers            For       For        Management
1.9   Elect Director Mary L. Schapiro           For       For        Management
1.10  Elect Director Dudley S. Taft             For       For        Management
2     Ratify Auditors                           For       For        Management


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 14, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philippe Bourguignon       For       For        Management
1.2   Elect Director Thomas J. Tierney          For       For        Management
1.3   Elect Director Margaret C. Whitman        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 16, 2007   Meeting Type: Annual
Record Date:  FEB 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sir Winfried Bischoff      For       For        Management
1.2   Elect Director J. Michael Cook            For       For        Management
1.3   Elect Director Franklyn G. Prendergast,   For       For        Management
      M.D., Ph.D.
1.4   Elect Director Kathi P. Seifert           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Animal Welfare                  Against   Against    Shareholder
6     Report on Animal Testing Policies         Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
9     Adopt Simple Majority Vote                Against   For        Shareholder


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

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 6, 2007    Meeting Type: Annual
Record Date:  NOV 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Fernandez G             For       Withhold   Management
1.2   Elect Director W. J. Galvin               For       For        Management
1.3   Elect Director R. L. Ridgway              For       For        Management
1.4   Elect Director R. L. Stephenson           For       For        Management
2     Ratify Auditors                           For       For        Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director William W. George          For       For        Management
1.3   Elect Director James R. Houghton          For       For        Management
1.4   Elect Director William R. Howell          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Philip E. Lippincott       For       For        Management
1.7   Elect Director Marilyn Carlson Nelson     For       For        Management
1.8   Elect Director Samuel J. Palmisano        For       For        Management
1.9   Elect Director Steven S Reinemund         For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director J. Stephen Simon           For       For        Management
1.12  Elect Director Rex W. Tillerson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Initiate Payment of Cash Dividend         Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
8     Company-Specific- Amend Article IX of the Against   Against    Shareholder
      Corporation's by-laws
9     Review Executive Compensation             Against   Against    Shareholder
10    Limit Executive Compensation              Against   Against    Shareholder
11    Claw-back of Payments under Restatements  Against   For        Shareholder
12    Report on Political Contributions         Against   For        Shareholder
13    Amend Equal Employment Opportunity Policy Against   For        Shareholder
      to Prohibit Discrimination Based on
      Sexual Orientation
14    Report on Environmental Accountability    Against   Against    Shareholder
15    Report on Emission Reduction Goals        Against   For        Shareholder
16    Report on Carbon Dioxide Emissions        Against   Against    Shareholder
      Information at Gas Stations
17    Adopt Policy to Increase Renewable Energy Against   Against    Shareholder
      Portfolio


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jerry R. Immelt            For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   For        Shareholder
7     Company-Specific -- Adopt Policy on       Against   For        Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Limit Dividend and Dividend Equivalent    Against   For        Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Against    Shareholder
12    Report on Global Warming                  Against   Against    Shareholder
13    Adopt Ethical Criteria for Military       Against   Against    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David H. Batchelder        For       For        Management
2     Elect Director Francis S. Blake           For       For        Management
3     Elect Director Gregory D. Brenneman       For       For        Management
4     Elect Director John L. Clendenin          For       For        Management
5     Elect Director Claudio X. Gonzalez        For       Against    Management
6     Elect Director Milledge A. Hart, III      For       For        Management
7     Elect Director Bonnie G. Hill             For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Helen Johnson-Leipold      For       For        Management
10    Elect Director Lawrence R. Johnston       For       For        Management
11    Elect Director Kenneth G. Langone         For       Against    Management
12    Ratify Auditors                           For       For        Management
13    Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
14    Prepare Employment Diversity Report       Against   For        Shareholder
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Claw-back of Payments under Restatements  Against   Against    Shareholder
17    Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
18    Performance-Based Equity Awards           Against   For        Shareholder
19    Pay for Superior Performance              Against   For        Shareholder
20    Affirm Political Non-partisanship         Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   For        Shareholder


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       Against    Management
3     Elect Director Susan L. Decker            For       For        Management
4     Elect Director D. James Guzy              For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management
15    Limit Executive Compensation              Against   Against    Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       For        Management
1.4   Elect Director Arnold G. Langbo           For       For        Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Christine A. Poon          For       For        Management
1.8   Elect Director Charles Prince             For       For        Management
1.9   Elect Director Steven S Reinemund         For       For        Management
1.10  Elect Director David Satcher              For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     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 James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             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     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   For        Shareholder
8     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
9     Report on Political Contributions         Against   Against    Shareholder
10    Report on Management Initiatives to       Against   Against    Shareholder
      Address Links to Slavery and Human Rights
      Abuse


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James M. Jenness           For       For        Management
2     Elect Director Linda Johnson Rice         For       For        Management
3     Elect Director Marc J. Shapiro            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Adopt Simple Majority Vote                Against   For        Shareholder
7     Adopt ILO Standards                       Against   Against    Shareholder
8     Report on Feasibility of Phasing Out the  Against   Against    Shareholder
      Use of Non-certified Wood Fiber


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Dolan           For       For        Management
1.2   Elect Director Robert A. Eckert           For       For        Management
1.3   Elect Director Frances D. Fergusson       For       For        Management
1.4   Elect Director Tully M. Friedman          For       For        Management
1.5   Elect Director Dominic Ng                 For       For        Management
1.6   Elect Director Andrea L. Rich             For       For        Management
1.7   Elect Director Ronald L. Sargent          For       For        Management
1.8   Elect Director Dean A. Scarborough        For       For        Management
1.9   Elect Director Christopher A. Sinclair    For       For        Management
1.10  Elect Director G. Craig Sullivan          For       For        Management
1.11  Elect Director Kathy Brittain White       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company Specific- Approve Majority Vote   For       For        Management
      and Eliminate Cumulative Voting
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Report Progress on Improving Work and     Against   Against    Shareholder
      Living Conditions
8     Pay for Superior Performance              Against   For        Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard T. Clark           For       For        Management
1.2   Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
1.3   Elect Director William B. Harrison, Jr.   For       For        Management
1.4   Elect Director William N. Kelley, M.D.    For       For        Management
1.5   Elect Director Rochelle B. Lazarus        For       For        Management
1.6   Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
1.7   Elect Director Anne M. Tatlock            For       For        Management
1.8   Elect Director Samuel O. Thier, M.D.      For       For        Management
1.9   Elect Director Wendell P. Weeks           For       For        Management
1.10  Elect Director Peter C. Wendell           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Establish Range For Board Size            For       For        Management
6     Replace Cumulative Voting to Majority     For       For        Management
      Vote Standard for the Election of
      Directors
7     Publish Political Contributions           Against   Against    Shareholder
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Finnegan           For       For        Management
1.2   Elect Director Joseph W. Prueher          For       For        Management
1.3   Elect Director Ann N. Reese               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 8, 2006

#     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 James I. Cash, Jr., Ph.D.  For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director David F. Marquardt         For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Helmut Panke               For       For        Management
9     Elect Director Jon A. Shirley             For       For        Management
10    Ratify Auditors                           For       For        Management
11    Cease Product Sales that Can Be Used to   Against   Against    Shareholder
      Violate Human Rights
12    Amend EEO Statement to Not Reference      Against   Against    Shareholder
      Sexual Orientation
13    Establish Shareholder Advisory Committee  Against   Against    Shareholder


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven C. Beering          For       For        Management
2     Elect Director Dennis E. Foster           For       For        Management
3     Elect Director Marty K. Kittrell          For       For        Management
4     Elect Director Peter McCausland           For       For        Management
5     Elect Director Steven R. McCracken        For       For        Management
6     Elect Director W. Lee Nutter              For       For        Management
7     Elect Director Ian M. Rolland             For       For        Management
8     Elect Director Robert C. Skaggs, Jr       For       For        Management
9     Elect Director Richard L. Thompson        For       For        Management
10    Elect Director Carolyn Y. Woo             For       For        Management
11    Elect Director Roger A. Young             For       For        Management
12    Ratify Auditors                           For       For        Management


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

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda Walker Bynoe         For       For        Management
1.2   Elect Director Nicholas D. Chabraja       For       For        Management
1.3   Elect Director Susan Crown                For       For        Management
1.4   Elect Director Dipak C. Jain              For       For        Management
1.5   Elect Director Arthur L. Kelly            For       For        Management
1.6   Elect Director Robert C. Mccormack        For       For        Management
1.7   Elect Director Edward J. Mooney           For       For        Management
1.8   Elect Director William A. Osborn          For       For        Management
1.9   Elect Director John W. Rowe               For       For        Management
1.10  Elect Director Harold B. Smith            For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director Enrique J. Sosa            For       For        Management
1.13  Elect Director Charles A. Tribbett III    For       For        Management
1.14  Elect Director Frederick H. Waddell       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 25, 2006   Meeting Type: Annual
Record Date:  AUG 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Kohlhepp         For       Withhold   Management
1.2   Elect Director Giulio Mazzalupi           For       Withhold   Management
1.3   Elect Director Klaus-Peter Mueller        For       Withhold   Management
1.4   Elect Director Markos I. Tambakeras       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis A. Ausiello         For       For        Management
1.2   Elect Director Michael S. Brown           For       For        Management
1.3   Elect Director M. Anthony Burns           For       For        Management
1.4   Elect Director Robert N. Burt             For       For        Management
1.5   Elect Director W. Don Cornwell            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Constance J. Horner        For       For        Management
1.8   Elect Director William R. Howell          For       For        Management
1.9   Elect Director Jeffrey B. Kindler         For       For        Management
1.10  Elect Director George A. Lorch            For       For        Management
1.11  Elect Director Dana G. Mead               For       For        Management
1.12  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Report on Animal Testing Policies         Against   Against    Shareholder
5     Amend Animal Welfare Policy               Against   Against    Shareholder
6     Require Director Nominee Qualifications   Against   Against    Shareholder


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

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 14, 2007   Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director Ernie Green                For       For        Management
1.3   Elect Director John S. McFarlane          For       For        Management
1.4   Elect Director Eduardo R. Menasce         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require Majority Vote to Elect Directors  For       For        Management
      in an Uncontested Election


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

SARA LEE CORP.

Ticker:       SLE            Security ID:  803111103
Meeting Date: OCT 26, 2006   Meeting Type: Annual
Record Date:  SEP 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brenda C. Barnes           For       For        Management
1.2   Elect Director J.T. Battenberg, III       For       For        Management
1.3   Elect Director Christopher B. Begley      For       For        Management
1.4   Elect Director Cynthia B. Carroll         For       For        Management
1.5   Elect Director Virgis W. Colbert          For       For        Management
1.6   Elect Director James S. Crown             For       For        Management
1.7   Elect Director Willie D. Davis            For       For        Management
1.8   Elect Director Laurette T. Koellner       For       For        Management
1.9   Elect Director Cornelis J.A. Van Lede     For       For        Management
1.10  Elect Director Sir Ian Prosser            For       For        Management
1.11  Elect Director Rozanne L. Ridgway         For       For        Management
1.12  Elect Director Jonathan P. Ward           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Approve Report of the Compensation        Against   For        Shareholder
      Committee


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Calvin Darden              For       For        Management
1.2   Elect Director Anne M. Mulcahy            For       For        Management
1.3   Elect Director Stephen W. Sanger          For       For        Management
1.4   Elect Director Gregg W. Steinhafel        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Company Specific- Require Majority Vote   For       For        Management
      for the Election of Directors
5     Report on Political Contributions         Against   For        Shareholder


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

TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael J. Kowalski        For       For        Management
2     Elect Director Rose Marie Bravo           For       For        Management
3     Elect Director William R. Chaney          For       For        Management
4     Elect Director Gary E. Costley            For       For        Management
5     Elect Director Abby F. Kohnstamm          For       For        Management
6     Elect Director Charles K. Marquis         For       For        Management
7     Elect Director J. Thomas Presby           For       For        Management
8     Elect Director James E. Quinn             For       For        Management
9     Elect Director William A. Shutzer         For       For        Management
10    Ratify Auditors                           For       For        Management


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Jeffrey L. Bewkes          For       For        Management
1.3   Elect Director Stephen F. Bollenbach      For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Mathias Dopfner            For       For        Management
1.7   Elect Director Jessica P. Einhorn         For       For        Management
1.8   Elect Director Reuben Mark                For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Kenneth J. Novack          For       For        Management
1.11  Elect Director Richard D. Parsons         For       For        Management
1.12  Elect Director Francis T. Vincent, Jr.    For       For        Management
1.13  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers'Compensation
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Company Specific- Adopt Simple Majority   Against   For        Shareholder
      Vote
7     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
8     Company-Specific- Stockholder             Against   Against    Shareholder
      Ratification of Director Compensation,
      When a Stockholder Rights Plan Has Been
      Adopted


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

TRAVELERS COMPANIES, INC., THE

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     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 Robert I. Lipp             For       For        Management
1.11  Elect Director Blythe J. McGarvie         For       For        Management
1.12  Elect Director Glen D. Nelson, M.D.       For       For        Management
1.13  Elect Director Laurie J. Thomsen          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company Specific- Majority Vote for the   For       For        Management
      Election of Directors


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Barker            For       For        Management
2     Elect Director Richard L. Carrion         For       For        Management
3     Elect Director M. Frances Keeth           For       For        Management
4     Elect Director Robert W. Lane             For       For        Management
5     Elect Director Sandra O. Moose            For       For        Management
6     Elect Director Joseph Neubauer            For       For        Management
7     Elect Director Donald T. Nicolaisen       For       For        Management
8     Elect Director Thomas H. O'Brien          For       For        Management
9     Elect Director Clarence Otis, Jr.         For       For        Management
10    Elect Director Hugh B. Price              For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       For        Management
13    Elect Director John W. Snow               For       For        Management
14    Elect Director John R. Stafford           For       For        Management
15    Elect Director Robert D. Storey           For       For        Management
16    Ratify Auditors                           For       For        Management
17    Limit Executive Compensation              Against   Against    Shareholder
18    Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)
19    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officer's Compensation
21    Adopt Policy on Overboarded Director      Against   Against    Shareholder
22    Approve Terms of Existing Poison Pill     Against   Against    Shareholder
23    Report on Charitable Contributions        Against   Against    Shareholder


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director John S. Chen               For       For        Management
1.3   Elect Director Judith L. Estrin           For       For        Management
1.4   Elect Director Robert A. Iger             For       For        Management
1.5   Elect Director Steven P. Jobs             For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director Aylwin B. Lewis            For       For        Management
1.8   Elect Director Monica C. Lozano           For       For        Management
1.9   Elect Director Robert W. Matschullat      For       For        Management
1.10  Elect Director John E. Pepper, Jr.        For       For        Management
1.11  Elect Director Orin C. Smith              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Company-Specific--Governance-Related - No Against   Against    Shareholder
      Greenmail payments
6     Approve/Amend Terms of Existing Poison    Against   For        Shareholder
      Pill


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne V. Farrell            For       For        Management
1.2   Elect Director Stephen E. Frank           For       For        Management
1.3   Elect Director Kerry K. Killinger         For       For        Management
1.4   Elect Director Thomas C. Leppert          For       For        Management
1.5   Elect Director Charles M. Lillis          For       For        Management
1.6   Elect Director Phillip D. Matthews        For       For        Management
1.7   Elect Director Regina T. Montoya          For       For        Management
1.8   Elect Director Michael K. Murphy          For       For        Management
1.9   Elect Director Margaret Osmer Mcquade     For       For        Management
1.10  Elect Director Mary E. Pugh               For       For        Management
1.11  Elect Director William G. Reed, Jr.       For       For        Management
1.12  Elect Director Orin C. Smith              For       For        Management
1.13  Elect Director James H. Stever            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish SERP Policy                     Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Director Nominee Qualifications   Against   Against    Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John S. Chen               For       For        Management
1.2   Elect Director Lloyd H. Dean              For       For        Management
1.3   Elect Director Susan E. Engel             For       For        Management
1.4   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.5   Elect Director Robert L. Joss             For       For        Management
1.6   Elect Director Richard M. Kovacevich      For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Cynthia H. Milligan        For       Against    Management
1.9   Elect Director Nicholas G. Moore          For       For        Management
1.10  Elect Director Philip J. Quigley          For       Against    Management
1.11  Elect Director Donald B. Rice             For       Against    Management
1.12  Elect Director Judith M. Runstad          For       For        Management
1.13  Elect Director Stephen W. Sanger          For       For        Management
1.14  Elect Director Susan G. Swenson           For       For        Management
1.15  Elect Director John G. Stumpf             For       For        Management
1.16  Elect Director Michael W. Wright          For       Against    Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Establish SERP Policy                     Against   For        Shareholder
6     Report on Racial and Ethnic Disparities   Against   Against    Shareholder
      in Loan Pricing
7     Report on Emission Reduction Goals        Against   For        Shareholder


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

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Rogel            For       Withhold   Management
1.2   Elect Director Debra A. Cafaro            For       For        Management
1.3   Elect Director Richard H. Sinkfield       For       Withhold   Management
1.4   Elect Director D. Michael Steuert         For       Withhold   Management
1.5   Elect Director James N. Sullivan          For       Withhold   Management
1.6   Elect Director Kim Williams               For       For        Management
2     Report on Political Contributions         Against   Against    Shareholder
3     Adopt Simple Majority Vote                Against   For        Shareholder
4     Report on Wood Sourcing                   Against   Against    Shareholder
5     Ratify Auditors                           For       For        Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert Essner              For       For        Management
2     Elect Director John D. Feerick            For       For        Management
3     Elect Director Frances D. Fergusson       For       For        Management
4     Elect Director Victor F. Ganzi            For       For        Management
5     Elect Director Robert Langer              For       For        Management
6     Elect Director John P. Mascotte           For       For        Management
7     Elect Director Raymond J. McGuire         For       For        Management
8     Elect Director Mary Lake Polan            For       For        Management
9     Elect Director Bernard Poussot            For       For        Management
10    Elect Director Gary L. Rogers             For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       For        Management
13    Elect Director John R. Torell III         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Reduce Supermajority Vote Requirement     For       For        Management
16    Amend Omnibus Stock Plan                  For       For        Management
17    Adopt Animal Welfare Policy               Against   Against    Shareholder
18    Report on Policy to Limit Drug Supply to  Against   For        Shareholder
      Canada
19    Report on Political Contributions         Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   For        Shareholder
21    Company-Specific - Interlocking           Against   Against    Shareholder
      Directorship
22    Disclose Information-Proposal Withdrawn.  Against   Abstain    Shareholder
      No Vote Required
23    Separate Chairman and CEO Positions       Against   For        Shareholder
24    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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


ACERGY SA (FRMELY STOLT OFFSHORES AND STOLT COMEX SEAWAY S.A.)

Ticker:       ACGY           Security ID:  00443E104
Meeting Date: MAY 25, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO CONSIDER (I) THE REPORT OF DELOITTE    For       For        Management
      S.A., LUXEMBOURG, INDEPENDENT AUDITORS ON
      THE CONSOLIDATED FINANCIAL STATEMENTS OF
      THE COMPANY; (II) THE REPORT OF MAITLAND
      MANAGEMENT SERVICES S.A: LUXEMBOURG,
      STATUTORY AUDITOR; AND (III) THE REPORT
      BY THE BOARD O
2     TO APPROVE THE UNCONSOLIDATED BALANCE     For       For        Management
      SHEET AND STATEMENTS OF PROFIT AND LOSS
      OF THE COMPANY FOR THE FISCAL YEAR ENDED
      NOVEMBER 30, 2006.
3     TO APPROVE THE CONSOLIDATED BALANCE SHEET For       For        Management
      AND STATEMENTS OF OPERATIONS OF THE
      COMPANY.
4     TO APPROVE THE DETERMINATION OF DIVIDENDS For       For        Management
      OF THE COMPANY FOR THE FISCAL YEAR ENDED
      NOVEMBER 30, 2006.
5     TO DISCHARGE THE BOARD OF DIRECTORS AND   For       For        Management
      STATUTORY AUDITORS OF THE COMPANY IN
      RESPECT OF THE PROPER PERFORMANCE OF
      THEIR DUTIES FOR THE FISCAL YEAR ENDED
      NOVEMBER 30, 2006.
6     TO AUTHORISE THE COMPANY, OR ANY          For       For        Management
      WHOLLY-OWNED SUBSIDIARY, TO PURCHASE
      SHARES OF THE COMPANY.
7     Elect  Director Mark Woolveridge          For       For        Management
8     Elect  Director James B. Hurlock          For       For        Management
9     Elect  Director Trond O. Westlie          For       For        Management
10    Elect  Director J. Frithjof Skouveroe     For       For        Management
11    Elect  Director George H. Doremus         For       For        Management
12    Elect  Director Tom Ehret                 For       For        Management
13    Elect  Director Sir Peter Mason           For       For        Management
14    TO ELECT THE STATUTORY AUDITOR TO REPORT  For       For        Management
      ON THE UNCONSOLIDATED  FINANCIAL
      STATEMENTS AND THE INDEPENDENT AUDITORS
      TO AUDIT THE CONSOLIDATED FINANCIAL
      STATEMENTS, OF THE COMPANY.


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

AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard E. Floor           For       For        Management
1.2   Elect Director Sean M. Healey             For       For        Management
1.3   Elect Director Harold J. Meyerman         For       For        Management
1.4   Elect Director William J. Nutt            For       For        Management
1.5   Elect Director Rita M. Rodriguez          For       For        Management
1.6   Elect Director Patrick T. Ryan            For       For        Management
1.7   Elect Director Jide J. Zeitlin            For       For        Management
2     Ratify Auditors                           For       For        Management


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

AIRGAS, INC.

Ticker:       ARG            Security ID:  009363102
Meeting Date: AUG 9, 2006    Meeting Type: Annual
Record Date:  JUN 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Hovey             For       For        Management
1.2   Elect Director Paula A. Sneed             For       For        Management
1.3   Elect Director David M. Stout             For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald Graham              For       For        Management
1.2   Elect Director F. Thomson Leighton        For       For        Management
1.3   Elect Director Paul Sagan                 For       For        Management
1.4   Elect Director Naomi Seligman             For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Furlong Baldwin         For       For        Management
1.2   Elect Director Eleanor Baum               For       For        Management
1.3   Elect Director Paul J. Evanson            For       For        Management
1.4   Elect Director Cyrus F. Freidheim, Jr     For       For        Management
1.5   Elect Director Julia L. Johnson           For       For        Management
1.6   Elect Director Ted J. Kleisner            For       For        Management
1.7   Elect Director Steven H. Rice             For       For        Management
1.8   Elect Director Gunner E. Sarsten          For       For        Management
1.9   Elect Director Michael H. Sutton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Claw-back of Payments under Restatements  Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
7     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
8     Report on Impact of Utilizing the         Against   Against    Shareholder
      National Interest Electric Transmission
      Corridor
9     Report on Power Plant Emissions           Against   For        Shareholder


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

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

Ticker:       MDRX           Security ID:  01988P108
Meeting Date: JUN 19, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Compton          For       For        Management
1.2   Elect Director Michael J. Kluger          For       For        Management
1.3   Elect Director John P. McConnell          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

AMDOCS LIMITED

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 18, 2007   Meeting Type: Annual
Record Date:  NOV 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce K. Anderson          For       For        Management
1.2   Elect Director Adrian Gardner             For       For        Management
1.3   Elect Director Charles E. Foster          For       For        Management
1.4   Elect Director James S. Kahan             For       For        Management
1.5   Elect Director Dov Baharav                For       For        Management
1.6   Elect Director Julian A. Brodsky          For       For        Management
1.7   Elect Director Eli Gelman                 For       For        Management
1.8   Elect Director Nehemia Lemelbaum          For       For        Management
1.9   Elect Director John T. Mclennan           For       For        Management
1.10  Elect Director Robert A. Minicucci        For       For        Management
1.11  Elect Director Simon Olswang              For       For        Management
1.12  Elect Director Mario Segal                For       Withhold   Management
1.13  Elect Director Joseph Vardi               For       For        Management
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS FOR FISCAL YEAR 2006.
3     RATIFICATION AND APPROVAL OF ERNST &      For       For        Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION.


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

AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond P. Dolan           For       For        Management
1.2   Elect Director Ronald M. Dykes            For       For        Management
1.3   Elect Director Carolyn F. Katz            For       For        Management
1.4   Elect Director Gustavo Lara Cantu         For       For        Management
1.5   Elect Director Pamela D.A. Reeve          For       For        Management
1.6   Elect Director David E. Sharbutt          For       For        Management
1.7   Elect Director James D. Taiclet, Jr.      For       For        Management
1.8   Elect Director Samme L. Thompson          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

AMPHENOL CORP.

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stanley L. Clark           For       For        Management
1.2   Elect Director Andrew E. Lietz            For       For        Management
1.3   Elect Director Martin H. Loeffler         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

AMVESCAP PLC

Ticker:       AVZ            Security ID:  03235E100
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND ADOPT THE ACCOUNTS AND THE For       For        Management
      REPORTS OF THE DIRECTORS AND AUDITORS
      THEREON.
2     TO RECEIVE AND ADOPT THE REPORT OF THE    For       For        Management
      BOARD ON REMUNERATION.
3     TO DECLARE A FINAL DIVIDEND.              For       For        Management
4     TO RE-ELECT MR JOSEPH R CANION AS A       For       For        Management
      DIRECTOR OF THE COMPANY.
5     TO RE-ELECT MR EDWARD LAWRENCE AS A       For       For        Management
      DIRECTOR OF THE COMPANY.
6     TO RE-ELECT MR JAMES ROBERTSON AS A       For       For        Management
      DIRECTOR OF THE COMPANY.
7     Ratify Auditors                           For       For        Management
8     TO APPROVE THE CHANGE OF NAME (SPECIAL    For       For        Management
      RESOLUTION).
9     TO AUTHORIZE THE DIRECTORS TO ALLOT       For       For        Management
      SHARES PURSUANT TO SECTION 80 OF THE
      COMPANIES ACT 1985.
10    TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS  For       For        Management
      PURSUANT TO SECTION 95 OF THE COMPANIES
      ACT 1985. (SPECIAL RESOLUTION).
11    TO RENEW THE COMPANY S AUTHORITY TO MAKE  For       For        Management
      MARKET PURCHASES OF ITS OWN ORDINARY
      SHARES (SPECIAL RESOLUTION).
12    TO APPROVE THE AMENDMENTS TO THE ARTICLES For       For        Management
      OF ASSOCIATION (SPECIAL RESOLUTION).
13    TO APPROVE THE AMENDMENT TO ARTICLE 96.1  For       For        Management
      OF THE ARTICLES OF ASSOCIATION.


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

BARE ESCENTUALS INC

Ticker:       BARE           Security ID:  067511105
Meeting Date: JUN 4, 2007    Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ross M. Jones              For       Withhold   Management
1.2   Elect Director Glen T. Senk               For       For        Management
2     Ratify Auditors                           For       For        Management


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

BEAR STEARNS COMPANIES INC., THE

Ticker:       BSC            Security ID:  073902108
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Cayne             For       For        Management
1.2   Elect Director Henry S. Bienen            For       For        Management
1.3   Elect Director Carl D. Glickman           For       For        Management
1.4   Elect Director Michael Goldstein          For       For        Management
1.5   Elect Director Alan C. Greenberg          For       For        Management
1.6   Elect Director Donald J. Harrington       For       For        Management
1.7   Elect Director Frank T. Nickell           For       For        Management
1.8   Elect Director Paul A. Novelly            For       For        Management
1.9   Elect Director Frederic V. Salerno        For       For        Management
1.10  Elect Director Alan D. Schwartz           For       For        Management
1.11  Elect Director Warren J. Spector          For       For        Management
1.12  Elect Director Vincent Tese               For       For        Management
1.13  Elect Director Wesley S. Williams Jr.     For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Restricted Stock Plan               For       Against    Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Ratify Auditors                           For       For        Management
7     Pay For Superior Performance              Against   For        Shareholder


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

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Maureen E. Grzelakowski    For       Withhold   Management
1.3   Elect Director Nancy H. Handel            For       For        Management
1.4   Elect Director John Major                 For       Withhold   Management
1.5   Elect Director Scott A. McGregor          For       For        Management
1.6   Elect Director Alan E. Ross               For       Withhold   Management
1.7   Elect Director Henry Samueli, Ph.D.       For       Withhold   Management
1.8   Elect Director Robert E. Switz            For       For        Management
1.9   Elect Director Werner F. Wolfen           For       Withhold   Management
2     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Ratify Auditors                           For       For        Management
6     Compensation Specific-Adopt Policy        Against   For        Shareholder
      Concerning Backdating Controversy


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

CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael E. Patrick         For       For        Management
1.2   Elect Director Bruce W. Wilkinson         For       For        Management
2     Ratify Auditors                           For       For        Management


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

CASH AMERICA INTERNATIONAL, INC.

Ticker:       CSH            Security ID:  14754D100
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel E. Berce            For       For        Management
1.2   Elect Director Jack R. Daugherty          For       For        Management
1.3   Elect Director A.R. Dike                  For       For        Management
1.4   Elect Director Daniel R. Feehan           For       For        Management
1.5   Elect Director James H. Graves            For       For        Management
1.6   Elect Director B.D. Hunter                For       For        Management
1.7   Elect Director Timothy J. Mckibben        For       For        Management
1.8   Elect Director Alfred M. Micallef         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sol J. Barer               For       For        Management
1.2   Elect Director Robert J. Hugin            For       For        Management
1.3   Elect Director Michael D. Casey           For       For        Management
1.4   Elect Director Rodman L. Drake            For       For        Management
1.5   Elect Director A. Hull Hayes, Jr.         For       For        Management
1.6   Elect Director Gilla Kaplan               For       For        Management
1.7   Elect Director James J. Loughlin          For       For        Management
1.8   Elect Director Richard C. E. Morgan       For       For        Management
1.9   Elect Director Walter L. Robb             For       For        Management
2     Ratify Auditors                           For       For        Management


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

CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 25, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G.E. Bisbee, Jr.           For       For        Management
1.2   Elect Director Nancy-Ann Deparle          For       For        Management
1.3   Elect Director Michael E. Herman          For       For        Management
2     Ratify Auditors                           For       For        Management


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

CHICAGO BRIDGE & IRON CO.

Ticker:       CBI            Security ID:  167250109
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ELECT A) JERRY H. BALLENGEE AS MEMBER  Against   For        Management
      OF THE SUPERVISORY BOARD SELECT THE FOR
      OPTION. TO ELECT B) DAVID P. BORDAGES AS
      MEMBER OF THE SUPERVISORY BOARD SELECT
      THE AGAINST OPTION. TO ABSTAIN FROM
      VOTING ON EITHER NOMINEE SELECT THE
      ABSTAIN OPTION.
2     TO ELECT C) MICHAEL L. UNDERWOOD AS       Against   For        Management
      MEMBER OF THE SUPERVISORY BOARD SELECT
      THE FOR OPTION. TO ELECT D) SAMUEL C.
      LEVENTRY AS MEMBER OF THE SUPERVISORY
      BOARD SELECT THE AGAINST OPTION. TO
      ABSTAIN FROM VOTING ON EITHER NOMINEE
      SELECT THE ABSTAIN OPTION.
3     TO AUTHORIZE THE PREPARATION OF THE       For       For        Management
      ANNUAL ACCOUNTS AND THE ANNUAL REPORT AND
      TO ADOPT THE DUTCH STATUTORY ANNUAL
      ACCOUNTS.
4     TO DISCHARGE THE MEMBERS OF THE           For       For        Management
      MANAGEMENT BOARD FROM LIABILITY IN
      RESPECT OF THE EXERCISE OF THEIR DUTIES.
5     TO DISCHARGE THE MEMBERS OF THE           For       For        Management
      SUPERVISORY BOARD FROM LIABILITY IN
      RESPECT OF THE EXERCISE OF THEIR DUTIES.
6     TO RESOLVE ON THE FINAL DIVIDEND FOR THE  For       For        Management
      YEAR ENDED DECEMBER 31, 2006.
7     TO APPROVE THE EXTENSION OF THE AUTHORITY For       For        Management
      OF THE MANAGEMENT BOARD TO REPURCHASE UP
      TO 10% OF THE ISSUED SHARE CAPITAL OF THE
      COMPANY UNTIL NOVEMBER 10, 2008.
8     TO APPROVE THE EXTENSION OF THE AUTHORITY For       For        Management
      OF THE SUPERVISORY BOARD TO ISSUE AND/OR
      GRANT RIGHTS TO ACQUIRE SHARES
9     TO APPOINT ERNST & YOUNG LLP OUR          For       For        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE YEAR ENDING DECEMBER 31,
      2007.


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

CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 4, 2007    Meeting Type: Special
Record Date:  FEB 9, 2007

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


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

CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC.

Ticker:       CME            Security ID:  167760107
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig S. Donohue           For       For        Management
1.2   Elect Director Terrence A. Duffy          For       For        Management
1.3   Elect Director Daniel R. Glickman         For       For        Management
1.4   Elect Director William P. Miller, II      For       For        Management
1.5   Elect Director James E. Oliff             For       For        Management
1.6   Elect Director John F. Sandner            For       For        Management
1.7   Elect Director Terry L. Savage            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

CHIPOTLE MEXICAN GRILL INC

Ticker:       CMG            Security ID:  169656105
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:  APR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Albert S. Baldocchi        For       For        Management
1.2   Elect Director Neil W. Flanzraich         For       For        Management
1.3   Elect Director Darlene J. Friedman        For       For        Management
2     Ratify Auditors                           For       For        Management


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

COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 2, 2006    Meeting Type: Annual
Record Date:  SEP 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lew Frankfort              For       For        Management
1.2   Elect Director Susan Kropf                For       For        Management
1.3   Elect Director Gary Loveman               For       For        Management
1.4   Elect Director Ivan Menezes               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management
1.8   Elect Director Jide Zeitlin               For       For        Management


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

COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 17, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lakshmi Narayanan          For       For        Management
1.2   Elect Director John E. Klein              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

COMPANHIA VALE DO RIO DOCE

Ticker:       RIO            Security ID:  204412209
Meeting Date: APR 27, 2007   Meeting Type: Annual/Special
Record Date:  APR 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPRECIATION OF THE MANAGEMENTS  REPORT   For       For        Management
      AND ANALYSIS, DISCUSSION AND VOTE ON THE
      FINANCIAL STATEMENTS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2006.
2     PROPOSAL FOR THE DESTINATION OF PROFITS   For       For        Management
      OF THE SAID FISCAL YEAR AND APPROVAL OF
      THE INVESTMENT BUDGET OF THE COMPANY.
3     APPOINTMENT OF THE MEMBERS OF THE BOARD   For       For        Management
      OF DIRECTORS.
4     APPOINTMENT OF THE MEMBERS OF THE FISCAL  For       For        Management
      COUNCIL.
5     ESTABLISHMENT OF THE REMUNERATION OF THE  For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS, THE
      BOARD OF EXECUTIVE OFFICERS AND THE
      FISCAL COUNCIL.
6     PROPOSAL FOR THE CAPITAL INCREASE,        For       For        Management
      THROUGH CAPITALIZATION OF RESERVES,
      WITHOUT THE ISSUANCE OF SHARES, AND THE
      CONSEQUENT CHANGE OF THE HEAD OF ARTICLE
      5 OF THE COMPANY S BY-LAWS.


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

CORE LABORATORIES N V

Ticker:       CLB            Security ID:  N22717107
Meeting Date: APR 2, 2007    Meeting Type: Annual
Record Date:  FEB 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF SUPERVISORY DIRECTOR: D. JOHN For       For        Management
      OGREN.
2     ELECTION OF SUPERVISORY DIRECTOR: JOSEPH  For       For        Management
      R. PERNA.
3     ELECTION OF SUPERVISORY DIRECTOR: JACOBUS For       For        Management
      SCHOUTEN.
4     TO CONFIRM AND ADOPT OUR DUTCH STATUTORY  For       For        Management
      ANNUAL ACCOUNTS IN THE ENGLISH LANGUAGE
      FOR THE FISCAL YEAR ENDED DECEMBER 31,
      2006.
5     TO APPROVE AND RESOLVE THE CANCELLATION   For       For        Management
      OF OUR REPURCHASED SHARES.
6     TO APPROVE AND RESOLVE THE EXTENSION OF   For       For        Management
      THE AUTHORITY TO REPURCHASE UP TO 10% OF
      OUR ISSUED SHARE CAPITAL UNTIL OCTOBER 2,
      2008.
7     TO APPROVE AND RESOLVE THE EXTENSION OF   For       For        Management
      THE AUTHORITY TO ISSUE SHARES AND/OR TO
      GRANT RIGHTS.
8     TO APPROVE AND RESOLVE THE EXTENSION OF   For       For        Management
      THE AUTHORITY TO LIMIT OR EXCLUDE THE
      PREEMPTIVE RIGHTS OF THE HOLDERS OF OUR
      COMMON SHARES AND/OR PREFERENCE SHARES
      UNTIL APRIL 2, 2012.
9     TO APPROVE AND RESOLVE THE AMENDMENT AND  For       For        Management
      RESTATEMENT OF THE CORE LABORATORIES N.V.
      1995 LONG-TERM INCENTIVE PLAN.
10    TO RATIFY THE APPOINTMENT OF              For       For        Management
      PRICEWATERHOUSECOOPERS AS OUR COMPANY S
      INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
      YEAR ENDED DECEMBER 31, 2007.


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

CORRECTIONS CORPORATION OF AMERICA

Ticker:       CXW            Security ID:  22025Y407
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Andrews         For       For        Management
1.2   Elect Director John D. Ferguson           For       For        Management
1.3   Elect Director Donna M. Alvarado          For       For        Management
1.4   Elect Director Lucius E. Burch, III       For       For        Management
1.5   Elect Director John D. Correnti           For       For        Management
1.6   Elect Director John R. Horne              For       For        Management
1.7   Elect Director C. Michael Jacobi          For       For        Management
1.8   Elect Director Thurgood Marshall, Jr.     For       For        Management
1.9   Elect Director Charles L. Overby          For       For        Management
1.10  Elect Director John R. Prann, Jr.         For       For        Management
1.11  Elect Director Joseph V. Russell          For       For        Management
1.12  Elect Director Henri L. Wedell            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       Against    Management
5     Report on Political Contributions         Against   For        Shareholder
6     Adjourn Meeting                           For       Against    Management


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

DIGITAL RIVER, INC.

Ticker:       DRIV           Security ID:  25388B104
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel A. Ronning            For       For        Management
1.2   Elect Director Perry W. Steiner           For       For        Management
1.3   Elect Director J. Paul Thorin             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

ECHOSTAR COMMUNICATIONS CORP.

Ticker:       DISH           Security ID:  278762109
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James DeFranco             For       Withhold   Management
1.2   Elect Director Michael T. Dugan           For       Withhold   Management
1.3   Elect Director Cantey Ergen               For       Withhold   Management
1.4   Elect Director Charles W. Ergen           For       Withhold   Management
1.5   Elect Director Steven R. Goodbarn         For       For        Management
1.6   Elect Director Gary S. Howard             For       For        Management
1.7   Elect Director David K. Moskowitz         For       Withhold   Management
1.8   Elect Director Tom A. Ortolf              For       For        Management
1.9   Elect Director C.Michael Schroeder        For       For        Management
1.10  Elect Director Carl E. Vogel              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

FOCUS MEDIA HLDG LTD

Ticker:       FMCN           Security ID:  34415V109
Meeting Date: OCT 20, 2006   Meeting Type: Annual
Record Date:  AUG 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF THE DIRECTOR: DAVID FENG YU.  For       For        Management
2     ELECTION OF THE DIRECTOR: CHARLES CHAO.   For       For        Management
3     ELECTION OF THE DIRECTOR: DAQING QI.      For       For        Management
4     APPROVAL TO INCREASE THE MAXIMUM NUMBER   For       For        Management
      OF DIRECTORS TO THIRTEEN (13), AS SET
      FORTH IN THE COMPANY S NOTICE OF MEETING
      ENCLOSED HEREWITH.
5     APPROVAL OF THE 2006 EMPLOYEE SHARE       For       For        Management
      OPTION PLAN AND THE AUTHORIZATION OF
      OFFICERS TO ALLOT, ISSUE OR DELIVER
      SHARES PURSUANT TO THE 2006 EMPLOYEE
      SHARE OPTION PLAN, AS SET FORTH IN THE
      COMPANY S NOTICE OF MEETING ENCLOSED
      HEREWITH.
6     Ratify Auditors                           For       For        Management


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

FORCE PROTECTION, INC.

Ticker:       FRPT           Security ID:  345203202
Meeting Date: JUN 21, 2007   Meeting Type: Annual
Record Date:  APR 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Moody              For       For        Management
1.2   Elect Director Roger Thompson             For       For        Management


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

GAMESTOP CORP.

Ticker:       GME            Security ID:  36467W109
Meeting Date: JUN 28, 2007   Meeting Type: Annual
Record Date:  MAY 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Richard Fontaine        For       For        Management
1.2   Elect Director Jerome L. Davis            For       For        Management
1.3   Elect Director Stephanie M. Shern         For       For        Management
1.4   Elect Director Steven R. Koonin           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

GARMIN LTD

Ticker:       GRMN           Security ID:  G37260109
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  MAY 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSAL TO EFFECT A          For       For        Management
      TWO-FOR-ONE STOCK SPLIT OF THE COMPANY S
      COMMON SHARES AS DESCRIBED IN THE PROXY
      STATEMENT OF THE COMPANY DATED JUNE 8,
      2006


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 22, 2007

#     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 Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Paul S. Otellini           For       For        Management
1.9   Elect Director K. Ram Shriram             For       For        Management
1.10  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Adopt Policies to Protect Freedom of      Against   For        Shareholder
      Access to the Internet


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

GUESS?, INC.

Ticker:       GES            Security ID:  401617105
Meeting Date: JUN 18, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Marciano              For       For        Management
1.2   Elect Director Anthony Chidoni            For       For        Management
1.3   Elect Director Judith Blumenthal          For       For        Management
2     Ratify Auditors                           For       For        Management


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

HANSEN NATURAL CORP.

Ticker:       HANS           Security ID:  411310105
Meeting Date: APR 20, 2007   Meeting Type: Special
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan


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

HARRIS CORP.

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 27, 2006   Meeting Type: Annual
Record Date:  SEP 1, 2006

#     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


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

HILTON HOTELS CORP.

Ticker:       HLT            Security ID:  432848109
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director A. Steven Crown            For       For        Management
2     Elect Director John H. Myers              For       For        Management
3     Elect Director Donna F. Tuttle            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

INTERCONTINENTALEXCHANGE, INC.

Ticker:       ICE            Security ID:  45865V100
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles R. Crisp           For       For        Management
1.2   Elect Director Jean-Marc Forneri          For       For        Management
1.3   Elect Director Fred W. Hatfield           For       For        Management
1.4   Elect Director Terrence F. Martell        For       For        Management
1.5   Elect Director Sir Robert Reid            For       For        Management
1.6   Elect Director Frederic V. Salerno        For       For        Management
1.7   Elect Director R.L. Sandor                For       For        Management
1.8   Elect Director Frederick W. Schoenhut     For       For        Management
1.9   Elect Director Jeffrey C. Sprecher        For       For        Management
1.10  Elect Director Judith A. Sprieser         For       For        Management
1.11  Elect Director Vincent Tese               For       For        Management
2     Ratify Auditors                           For       For        Management


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

J CREW GROUP INC

Ticker:       JCG            Security ID:  46612H402
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Heather Reisman            For       For        Management
1.2   Elect Director Stuart Sloan               For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 18, 2006   Meeting Type: Annual
Record Date:  MAY 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carl Bildt                 For       For        Management
1.2   Elect Director John E. Koerner III        For       For        Management
1.3   Elect Director Cheryl Gordon Krongard     For       For        Management
1.4   Elect Director James E. Ukrop             For       For        Management
1.5   Elect Director W. Allen Reed              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

MANITOWOC COMPANY, INC., THE

Ticker:       MTW            Security ID:  563571108
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Virgis W. Colbert          For       For        Management
1.2   Elect Director Kenneth W. Krueger         For       For        Management
1.3   Elect Director Robert C. Stift            For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: OCT 25, 2006   Meeting Type: Annual
Record Date:  SEP 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Boehlke          For       For        Management
1.2   Elect Director C. Douglas Marsh           For       For        Management


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

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Marren                For       Withhold   Management
1.2   Elect Director William E. Stevens         For       For        Management
1.3   Elect Director James B. Williams          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: DEC 5, 2006    Meeting Type: Annual
Record Date:  OCT 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven R. Appleton         For       For        Management
1.2   Elect Director Teruaki Aoki               For       For        Management
1.3   Elect Director James W. Bagley            For       For        Management
1.4   Elect Director Mercedes Johnson           For       For        Management
1.5   Elect Director Lawrence N. Mondry         For       For        Management
1.6   Elect Director Gordon C. Smith            For       For        Management
1.7   Elect Director Robert E. Switz            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination Based on Sexual
      Orientation or Gender Identity


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

MICROS SYSTEMS, INC.

Ticker:       MCRS           Security ID:  594901100
Meeting Date: NOV 17, 2006   Meeting Type: Annual
Record Date:  OCT 4, 2006

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


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

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: AUG 31, 2006   Meeting Type: Annual
Record Date:  JUL 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Jeffry R. Allen            For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Alan L. Earhart            For       For        Management
1.6   Elect Director Edward Kozel               For       For        Management
1.7   Elect Director Mark Leslie                For       For        Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director George T. Shaheen          For       For        Management
1.10  Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Donovan               For       Withhold   Management
1.2   Elect Director Steven P. Dussek           For       Withhold   Management
1.3   Elect Director Steven M. Shindler         For       For        Management
2     Ratify Auditors                           For       For        Management


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

NYSE EURONEXT

Ticker:       NYX            Security ID:  629491101
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ellyn L. Brown             For       For        Management
1.2   Elect Director Marshall N. Carter         For       For        Management
1.3   Elect Director Sir George Cox             For       For        Management
1.4   Elect Director Andre Dirckx               For       For        Management
1.5   Elect Director William E. Ford            For       For        Management
1.6   Elect Director Jan-Michiel Hessels        For       For        Management
1.7   Elect Director Sylvain Hefes              For       For        Management
1.8   Elect Director Dominique Hoenn            For       For        Management
1.9   Elect Director Patrick Houel              For       For        Management
1.10  Elect Director Shirley Ann Jackson        For       For        Management
1.11  Elect Director James S. Mcdonald          For       For        Management
1.12  Elect Director Duncan Mcfarland           For       For        Management
1.13  Elect Director James J. Mcnulty           For       For        Management
1.14  Elect Director Baron Jean Peterbroeck     For       For        Management
1.15  Elect Director Alice M. Rivlin            For       For        Management
1.16  Elect Director Ricardo Salgado            For       For        Management
1.17  Elect Director Robert B. Shapiro          For       For        Management
1.18  Elect Director Rijnhard Van Tets          For       For        Management
1.19  Elect Director John A. Thain              For       For        Management
1.20  Elect Director Jean-Francois Theodore     For       For        Management
1.21  Elect Director Karl M. Von Der Heyden     For       For        Management
1.22  Elect Director Sir Brian Williamson       For       For        Management
2     Ratify Auditors                           For       For        Management


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

PHILLIPS-VAN HEUSEN CORP.

Ticker:       PVH            Security ID:  718592108
Meeting Date: JUN 19, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Baglivo               For       For        Management
1.2   Elect Director Emanuel Chirico            For       For        Management
1.3   Elect Director Edward H. Cohen            For       For        Management
1.4   Elect Director Joseph B. Fuller           For       For        Management
1.5   Elect Director Margaret L. Jenkins        For       For        Management
1.6   Elect Director Bruce Maggin               For       For        Management
1.7   Elect Director V. James Marino            For       For        Management
1.8   Elect Director Henry Nasella              For       For        Management
1.9   Elect Director Rita M. Rodriguez          For       For        Management
1.10  Elect Director Craig Rydin                For       For        Management
2     Ratify Auditors                           For       For        Management


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

POLYCOM, INC.

Ticker:       PLCM           Security ID:  73172K104
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Hagerty          For       For        Management
1.2   Elect Director Michael R. Kourey          For       For        Management
1.3   Elect Director Betsy S. Atkins            For       For        Management
1.4   Elect Director John Seely Brown           For       Withhold   Management
1.5   Elect Director David G. DeWalt            For       For        Management
1.6   Elect Director Durk I. Jager              For       For        Management
1.7   Elect Director John A. Kelley, Jr.        For       For        Management
1.8   Elect Director William A. Owens           For       For        Management
1.9   Elect Director Kevin T. Parker            For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2006   Meeting Type: Annual
Record Date:  JUN 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark Donegan               For       For        Management
1.2   Elect Director Vernon E. Oechsle          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

PSYCHIATRIC SOLUTIONS, INC.

Ticker:       PSYS           Security ID:  74439H108
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.F. Carpenter III         For       For        Management
1.2   Elect Director Mark P. Clein              For       Withhold   Management
1.3   Elect Director Richard D. Gore            For       For        Management
2     Ratify Auditors                           For       For        Management


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

RESMED, INC.

Ticker:       RMD            Security ID:  761152107
Meeting Date: NOV 9, 2006    Meeting Type: Annual
Record Date:  SEP 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter Farrell              For       For        Management
1.2   Elect Director Gary Pace                  For       For        Management
1.3   Elect Director Ronald Taylor              For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

RESPIRONICS, INC.

Ticker:       RESP           Security ID:  761230101
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph C. Lawyer           For       For        Management
1.2   Elect Director Sean C. Mcdonald           For       For        Management
1.3   Elect Director Mylle H. Mangum            For       For        Management
1.4   Elect Director John C. Miles Ii           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

SUNPOWER CORP.

Ticker:       SPWR           Security ID:  867652109
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Steve Albrecht          For       For        Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director T.J. Rodgers               For       For        Management
1.4   Elect Director Thomas H. Werner           For       For        Management
1.5   Elect Director Pat Wood, III              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Marijn E. Dekkers          For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

TIME WARNER TELECOM, INC.

Ticker:       TWTC           Security ID:  887319101
Meeting Date: JUN 6, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory J. Attorri         For       For        Management
1.2   Elect Director Spencer B. Hays            For       For        Management
1.3   Elect Director Larissa L. Herda           For       For        Management
1.4   Elect Director Kevin W. Mooney            For       For        Management
1.5   Elect Director Kirby G. Pickle            For       For        Management
1.6   Elect Director Roscoe C. Young, II        For       For        Management
2     Amend Articles/Bylaws/Charter-Restate     For       For        Management
      certificate of Incorporation to remove
      Class B common stock provisions.
3     Ratify Auditors                           For       For        Management


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

TITANIUM METALS CORP.

Ticker:       TIE            Security ID:  888339207
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith R. Coogan            For       For        Management
1.2   Elect Director Norman N. Green            For       For        Management
1.3   Elect Director Glenn R. Simmons           For       For        Management
1.4   Elect Director Harold C. Simmons          For       Withhold   Management
1.5   Elect Director Thomas P. Stafford         For       For        Management
1.6   Elect Director Steven L. Watson           For       For        Management
1.7   Elect Director Paul J. Zucconi            For       For        Management


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

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90078109
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: ROBERT L. LONG      For       For        Management
2     ELECTION OF DIRECTOR: MARTIN B. MCNAMARA  For       For        Management
3     ELECTION OF DIRECTOR: ROBERT M. SPRAGUE   For       For        Management
4     ELECTION OF DIRECTOR: J. MICHAEL TALBERT  For       For        Management
5     APPROVAL OF THE APPOINTMENT OF ERNST &    For       For        Management
      YOUNG LLP TO SERVE AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2007.


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

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES,  INC.

Ticker:       VSEA           Security ID:  922207105
Meeting Date: FEB 5, 2007    Meeting Type: Annual
Record Date:  DEC 15, 2006

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


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

VERIFONE HOLDINGS INC

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: MAR 27, 2007   Meeting Type: Annual
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas G. Bergeron        For       For        Management
1.2   Elect Director Craig A. Bondy             For       For        Management
1.3   Elect Director James C. Castle            For       For        Management
1.4   Elect Director Leslie G. Denend           For       For        Management
1.5   Elect Director Alex W. Hart               For       For        Management
1.6   Elect Director Robert B. Henske           For       For        Management
1.7   Elect Director Charles R. Rinehart        For       For        Management
1.8   Elect Director Collin E. Roche            For       For        Management
2     Ratify Auditors                           For       For        Management



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


ACTIVISION, INC.

Ticker:       ATVI           Security ID:  004930202
Meeting Date: SEP 14, 2006   Meeting Type: Annual
Record Date:  JUL 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Kotick           For       For        Management
1.2   Elect Director Brian G. Kelly             For       For        Management
1.3   Elect Director Ronald Doornink            For       For        Management
1.4   Elect Director Robert J. Corti            For       For        Management
1.5   Elect Director Barbara S. Isgur           For       For        Management
1.6   Elect Director Robert J. Morgado          For       For        Management
1.7   Elect Director Peter J. Nolan             For       For        Management
1.8   Elect Director Richard Sarnoff            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Board Diversity                  Against   Against    Shareholder
4     Other Business                            For       Against    Management


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

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank J. Biondi, Jr.       For       For        Management
2     Elect Director Jerry D. Choate            For       For        Management
3     Elect Director Frank C. Herringer         For       For        Management
4     Elect Director Gilbert S. Omenn           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         For       For        Management
7     Declassify the Board of Directors         For       For        Management
8     Develop an Animal Welfare Policy          Against   Against    Shareholder
9     Prepare a Sustainability Report           Against   Against    Shareholder


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Eugene C. Fiedorek         For       For        Management
2     Elect Director Patricia Albjerg Graham    For       Against    Management
3     Elect Director F. H. Merelli              For       For        Management
4     Elect Director Raymond Plank              For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Company-Specific --Reimbursement of Proxy Against   Against    Shareholder
      Expenses


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

ARM HOLDINGS PLC

Ticker:       ARMHY          Security ID:  042068106
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE COMPANY S ANNUAL REPORT    For       For        Management
      AND ACCOUNTS FOR THE YEAR ENDED 31
      DECEMBER 2006.
2     TO DECLARE A FINAL DIVIDEND IN RESPECT OF For       For        Management
      THE YEAR ENDED 31 DECEMBER 2006.
3     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT.
4     TO ELECT MS. K. O'DONOVAN AS A DIRECTOR.  For       For        Management
5     TO ELECT MR. Y. K. SOHN AS A DIRECTOR.    For       For        Management
6     TO RE-ELECT MR. W. EAST AS A DIRECTOR.    For       For        Management
7     TO RE-ELECT MR. L. LANZA AS A DIRECTOR.   For       Against    Management
8     Ratify Auditors                           For       For        Management
9     TO AUTHORISE THE DIRECTORS TO FIX THE     For       For        Management
      REMUNERATION OF THE AUDITORS.
10    TO AUTHORISE THE COMPANY TO MAKE MARKET   For       For        Management
      PURCHASES OF ITS OWN SHARES.
11    TO APPROVE ELECTRONIC COMMUNICATIONS AND  For       For        Management
      RELATED CHANGES TO THE ARTICLES OF
      ASSOCIATION.
12    TO APPROVE AN INCREASE IN THE LIMIT ON    For       For        Management
      DIRECTORS  REMUNERATION.
13    TO APPROVE THE CREATION OF DISTRIBUTABLE  For       For        Management
      RESERVES BY CAPITALISATION/REDUCTION OF
      CAPITAL.
14    TO APPROVE THE CANCELLATION OF CERTAIN    For       For        Management
      SHARES.
15    TO REGULARISE 2006 INTERIM DIVIDEND AND   For       For        Management
      APPROVE DEED OF RELEASE.
16    TO APPROVE THE INTRODUCTION OF A          For       For        Management
      REPLACEMENT SAVINGS-RELATED SHARE OPTION
      SCHEME.


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

C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Theodore E. Martin         For       For        Management
1.2   Elect Director Anthony Welters            For       For        Management
1.3   Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management


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

CHECKFREE CORP.

Ticker:       CKFR           Security ID:  162813109
Meeting Date: NOV 1, 2006    Meeting Type: Annual
Record Date:  SEP 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark A. Johnson            For       For        Management
1.2   Elect Director Eugene F. Quinn            For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 15, 2007

#     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 Jeffrey A. Honickman       For       For        Management
1.9   Elect Director Brian L. Roberts           For       For        Management
1.10  Elect Director Ralph J. Roberts           For       For        Management
1.11  Elect Director Judith Rodin               For       For        Management
1.12  Elect Director Michael I. Sovern          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Prepare Sustainability Report             Against   For        Shareholder
6     Company-Specific -- Adopt                 Against   For        Shareholder
      Recapitalization Plan
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Report on Pay Disparity                   Against   Against    Shareholder
9     Report on Political Contributions         Against   Against    Shareholder


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

CONSOL ENERGY, INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Whitmire              For       For        Management
1.2   Elect Director J. Brett Harvey            For       For        Management
1.3   Elect Director James E. Altmeyer, Sr.     For       Withhold   Management
1.4   Elect Director William E. Davis           For       For        Management
1.5   Elect Director Raj K. Gupta               For       For        Management
1.6   Elect Director Patricia A. Hammick        For       For        Management
1.7   Elect Director David C. Hardesty, Jr.     For       For        Management
1.8   Elect Director John T. Mills              For       For        Management
1.9   Elect Director William P. Powell          For       For        Management
1.10  Elect Director Joseph T. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Emissions                       Against   Against    Shareholder


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

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert F. Cummings, Jr.    For       For        Management
1.2   Elect Director Eugene C. Sit              For       Withhold   Management
1.3   Elect Director William D. Smithburg       For       Withhold   Management
1.4   Elect Director Hansel E. Tookes Ii        For       Withhold   Management
1.5   Elect Director Wendell P. Weeks           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 31, 2007   Meeting Type: Annual
Record Date:  NOV 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Benjamin S. Carson         For       For        Management
1.2   Elect Director William H. Gates           For       For        Management
1.3   Elect Director Hamilton E. James          For       For        Management
1.4   Elect Director Jill S. Ruckelshaus        For       For        Management
2     Ratify Auditors                           For       For        Management


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

COVENTRY HEALTH CARE INC.

Ticker:       CVH            Security ID:  222862104
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L. Dale Crandall           For       For        Management
1.2   Elect Director Elizabeth E. Tallett       For       For        Management
1.3   Elect Director Allen F. Wise              For       For        Management
2     Ratify Auditors                           For       For        Management


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

DIGITAL INSIGHT CORP.

Ticker:       DGIN           Security ID:  25385P106
Meeting Date: FEB 6, 2007    Meeting Type: Special
Record Date:  DEC 19, 2006

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


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

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Arnold A. Allemang         For       For        Management
1.2   Elect Director Jacqueline K. Barton       For       For        Management
1.3   Elect Director James A. Bell              For       For        Management
1.4   Elect Director Jeff M. Fettig             For       For        Management
1.5   Elect Director Barbara H. Franklin        For       For        Management
1.6   Elect Director John B. Hess               For       For        Management
1.7   Elect Director Andrew N. Liveris          For       For        Management
1.8   Elect Director Geoffery E. Merszei        For       For        Management
1.9   WITHDRAWN                                 None      Withhold   Management
1.10  Elect Director James M. Ringler           For       For        Management
1.11  Elect Director Ruth G. Shaw               For       For        Management
1.12  Elect Director Paul G. Stern              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Report on Remediation Policies in Bhopal  Against   Against    Shareholder
5     Report on Genetically Modified Organisms  Against   Against    Shareholder
6     Report on Environmental Remediation       Against   For        Shareholder
7     Evaluate Potential Links Between Company  Against   Against    Shareholder
      Products and Asthma


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

EMDEON CORPORATION

Ticker:       HLTH           Security ID:  290849108
Meeting Date: SEP 12, 2006   Meeting Type: Annual
Record Date:  JUL 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul A. Brooke             For       Withhold   Management
1.2   Elect Director James V. Manning           For       For        Management
1.3   Elect Director Martin J. Wygod            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

FAIR ISAAC CORP.

Ticker:       FIC            Security ID:  303250104
Meeting Date: FEB 12, 2007   Meeting Type: Annual
Record Date:  DEC 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. George Battle           For       For        Management
1.2   Elect Director Andrew Cecere              For       For        Management
1.3   Elect Director Tony J. Christianson       For       For        Management
1.4   Elect Director Guy R. Henshaw             For       For        Management
1.5   Elect Director Alex W. Hart               For       For        Management
1.6   Elect Director Margaret L. Taylor         For       For        Management
1.7   Elect Director William J. Lansing         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

J. B. HUNT TRANSPORT SERVICES, INC.

Ticker:       JBHT           Security ID:  445658107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wayne Garrison             For       For        Management
1.2   Elect Director Gary Charles George        For       For        Management
1.3   Elect Director Bryan Hunt                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Strianese       For       For        Management
1.2   Elect Director Claude R. Canizares        For       For        Management
1.3   Elect Director Thomas A. Corcoran         For       For        Management
1.4   Elect Director Alan H. Washkowitz         For       For        Management
2     Ratify Auditors                           For       For        Management


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

MARKEL CORP.

Ticker:       MKL            Security ID:  570535104
Meeting Date: MAY 14, 2007   Meeting Type: Annual
Record Date:  MAR 8, 2007

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


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

MEDCATH CORP.

Ticker:       MDTH           Security ID:  58404W109
Meeting Date: MAR 1, 2007    Meeting Type: Annual
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Adam H. Clammer            For       For        Management
1.2   Elect Director Edward A. Gilhuly          For       For        Management
1.3   Elect Director Paul B. Queally            For       For        Management
1.4   Elect Director Jacque J. Sokolov          For       For        Management
2     Ratify Auditors                           For       For        Management


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

NABORS INDUSTRIES, LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander M. Knaster      For       For        Management
1.2   Elect  Director James L. Payne            For       For        Management
1.3   Elect  Director Hans W. Schmidt           For       For        Management
2     Ratify Auditors                           For       For        Management
3     SHAREHOLDER PROPOSAL TO PERMIT            Against   For        Shareholder
      SHAREHOLDERS TO VOTE ON AN ADVISORY
      RESOLUTION TO RATIFY THE COMPENSATION OF
      THE NAMED EXECUTIVE OFFICERS OF THE
      COMPANY.
4     SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR   Against   For        Shareholder
      SUPERIOR PERFORMANCE STANDARD IN THE
      COMPANY S EXECUTIVE COMPENSATION PLAN FOR
      SENIOR EXECUTIVES.


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

NALCO HOLDING COMPANY

Ticker:       NLC            Security ID:  62985Q101
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Joyce           For       For        Management
1.2   Elect Director Rodney F. Chase            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Cawley         For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director Jack E. Little            For       For        Management
2     Ratify Auditors                           For       For        Management


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

SLM CORP.

Ticker:       SLM            Security ID:  78442P106
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ann Torre Bates            For       For        Management
1.2   Elect Director Charles L. Daley           For       For        Management
1.3   Elect Director W.M. Diefenderfer III      For       For        Management
1.4   Elect Director Thomas J. Fitzpatrick      For       For        Management
1.5   Elect Director Diane Suitt Gilleland      For       For        Management
1.6   Elect Director Earl A. Goode              For       For        Management
1.7   Elect Director Ronald F. Hunt             For       For        Management
1.8   Elect Director Benjamin J. Lambert III    For       For        Management
1.9   Elect Director Albert L. Lord             For       For        Management
1.10  Elect Director Barry A. Munitz            For       For        Management
1.11  Elect Director A. Alexander Porter, Jr    For       For        Management
1.12  Elect Director Wolfgang Schoellkopf       For       For        Management
1.13  Elect Director Steven L. Shapiro          For       For        Management
1.14  Elect Director Barry L. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SMITHFIELD FOODS, INC.

Ticker:       SFD            Security ID:  832248108
Meeting Date: AUG 30, 2006   Meeting Type: Annual
Record Date:  JUL 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph W. Luter, III       For       For        Management
1.2   Elect Director Wendell H. Murphy          For       For        Management
1.3   Elect Director C. Larry Pope              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Sustainability Report                     Against   For        Shareholder
5     Report on Animal Welfare Standards        Against   Against    Shareholder
6     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Colleen C. Barrett         For       Withhold   Management
1.2   Elect Director David W. Biegler           For       For        Management
1.3   Elect Director Louis E. Caldera           For       For        Management
1.4   Elect Director C. Webb Crockett           For       Withhold   Management
1.5   Elect Director William H. Cunningham,     For       For        Management
      Ph.D.
1.6   Elect Director Travis C. Johnson          For       For        Management
1.7   Elect Director Herbert D. Kelleher        For       Withhold   Management
1.8   Elect Director Gary C. Kelly              For       Withhold   Management
1.9   Elect Director Nancy B. Loeffler          For       Withhold   Management
1.10  Elect Director John T. Montford           For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Ratify Auditors                           For       For        Management
5     Company Specific-Adopt Simple Majority    Against   Against    Shareholder
      Vote


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 13, 2006   Meeting Type: Annual
Record Date:  JUL 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Brown              For       For        Management
1.2   Elect Director William T. Coleman         For       For        Management
1.3   Elect Director David L. Mahoney           For       For        Management
1.4   Elect Director Robert S. Miller           For       Withhold   Management
1.5   Elect Director George Reyes               For       For        Management
1.6   Elect Director David Roux                 For       For        Management
1.7   Elect Director Daniel H. Schulman         For       For        Management
1.8   Elect Director John W. Thompson           For       For        Management
1.9   Elect Director V. Paul Unruh              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 29, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Ballard, Jr.    For       For        Management
1.2   Elect Director Richard T. Burke           For       For        Management
1.3   Elect Director Stephen J. Hemsley         For       For        Management
1.4   Elect Director Robert J. Darretta         For       For        Management
2     Company Specific--Majority Vote for the   For       For        Management
      Election of Directors
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement for For       For        Management
      Removal of Directors
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Amend Articles-Make Stylistic, Clarifying For       For        Management
      and Conforming Changes
7     Ratify Auditors                           For       For        Management
8     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
9     Establish SERP Policy                     Against   For        Shareholder
10    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
11    Equal Access to the Proxy for Purpose of  Against   For        Shareholder
      Electing a Director


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION AS DIRECTOR: NICHOLAS F. BRADY   For       For        Management
2     ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For       For        Management
3     ELECTION AS DIRECTOR: DAVID J. BUTTERS    For       For        Management
4     ELECTION AS DIRECTOR: ROBERT B. MILLARD   For       For        Management
5     ELECTION AS DIRECTOR: BERNARD J.          For       For        Management
      DUROC-DANNER
6     ELECTION AS DIRECTOR: ROBERT K. MOSES,    For       For        Management
      JR.
7     ELECTION AS DIRECTOR: SHELDON B. LUBAR    For       For        Management
8     ELECTION AS DIRECTOR: ROBERT A. RAYNE     For       For        Management
9     Ratify Auditors                           For       For        Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John S. Chen               For       For        Management
1.2   Elect Director Lloyd H. Dean              For       For        Management
1.3   Elect Director Susan E. Engel             For       For        Management
1.4   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.5   Elect Director Robert L. Joss             For       For        Management
1.6   Elect Director Richard M. Kovacevich      For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Cynthia H. Milligan        For       Against    Management
1.9   Elect Director Nicholas G. Moore          For       For        Management
1.10  Elect Director Philip J. Quigley          For       Against    Management
1.11  Elect Director Donald B. Rice             For       Against    Management
1.12  Elect Director Judith M. Runstad          For       For        Management
1.13  Elect Director Stephen W. Sanger          For       For        Management
1.14  Elect Director Susan G. Swenson           For       For        Management
1.15  Elect Director John G. Stumpf             For       For        Management
1.16  Elect Director Michael W. Wright          For       Against    Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Establish SERP Policy                     Against   For        Shareholder
6     Report on Racial and Ethnic Disparities   Against   Against    Shareholder
      in Loan Pricing
7     Report on Emission Reduction Goals        Against   For        Shareholder


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

XM SATELLITE RADIO HOLDINGS INC.

Ticker:       XMSR           Security ID:  983759101
Meeting Date: MAY 25, 2007   Meeting Type: Annual
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary M. Parsons            For       For        Management
1.2   Elect Director Hugh Panero                For       For        Management
1.3   Elect Director Nathaniel A. Davis         For       For        Management
1.4   Elect Director Joan L. Amble              For       For        Management
1.5   Elect Director Thomas J. Donohue          For       For        Management
1.6   Elect Director Eddy W. Hartenstein        For       For        Management
1.7   Elect Director Chester A. Huber, Jr.      For       For        Management
1.8   Elect Director John Mendel                For       For        Management
1.9   Elect Director Jarl Mohn                  For       For        Management
1.10  Elect Director Jack Shaw                  For       For        Management
1.11  Elect Director Jeffrey D. Zients          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Terry S. Semel             For       For        Management
2     Elect Director Jerry Yang                 For       For        Management
3     Elect Director Roy J. Bostock             For       Against    Management
4     Elect Director Ronald W. Burkle           For       Against    Management
5     Elect Director Eric Hippeau               For       For        Management
6     Elect Director Vyomesh Joshi              For       For        Management
7     Elect Director Arthur H. Kern             For       Against    Management
8     Elect Director Robert A. Kotick           For       For        Management
9     Elect Director Edward R. Kozel            For       For        Management
10    Elect Director Gary L. Wilson             For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   For        Shareholder
15    Adopt Policies to Protect Freedom of      Against   For        Shareholder
      Access to the Internet
16    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights


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

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Dorman            For       For        Management
1.2   Elect Director Massimo Ferragamo          For       For        Management
1.3   Elect Director J. David Grissom           For       For        Management
1.4   Elect Director Bonnie G. Hill             For       For        Management
1.5   Elect Director Robert Holland, Jr.        For       For        Management
1.6   Elect Director Kenneth G. Langone         For       For        Management
1.7   Elect Director Jonathan S. Linen          For       For        Management
1.8   Elect Director Thomas C. Nelson           For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Thomas M. Ryan             For       For        Management
1.11  Elect Director Jackie Trujillo            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt MacBride Principles                 Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Pay For Superior Performance              Against   For        Shareholder
6     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
7     Report on Sustainable Fish/Seafood        Against   Against    Shareholder
      Sourcing Policies
8     Report on Animal Welfare Policies         Against   Against    Shareholder



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

This Fund received no proxies for 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/ Keith F. Karlawish
                         -------------------------------------------------------
                                    Keith F. Karlawish, President
                                    (Principal Executive Officer)



Date              August 22, 2007
    ----------------------------------------------------------------------------


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