

[Federal Register: April 11, 2006 (Volume 71, Number 69)]
[Notices]               
[Page 18413-18454]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11ap06-169]                         


[[Page 18413]]

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Part II





Securities and Exchange Commission





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The Travelers Insurance Company, et al. and Metlife Investors Insurance 
Company, et al.; Notice


[[Page 18414]]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27278; File No. 812-13250]

 
The Travelers Insurance Company, et al. and MetLife Investors 
Insurance Company, et al.

March 31, 2006.
AGENCY: The Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order pursuant to Section 26(c) of 
the Investment Company Act of 1940 (the ``Act'') approving certain 
substitutions of securities and an order of exemption pursuant to 
Section 17(b) of the Act from Section 17(a) of the Act.

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    Summary of Application: Applicants request an order to permit 
certain unit investment trusts to substitute (a) shares of MFS Total 
Return Portfolio for shares of AIM V.I. Basic Balanced Fund, Alger 
American Balanced Portfolio, Balanced Portfolio, Equity and Income 
Portfolio, MFS Total Return Series and VIP Asset Manager Portfolio; (b) 
shares of Lord Abbett Growth and Income Portfolio for shares of 
AllianceBernstein Growth and Income Portfolio, (Lord Abbett Series 
Fund) Growth and Income Portfolio, Mutual Shares Securities Fund, 
Oppenheimer Main Street Fund/VA and VIP Growth and Income Portfolio; 
(c) shares of T. Rowe Price Large Cap Growth Portfolio for shares of 
AllianceBernstein Large Cap Growth Portfolio, Appreciation Portfolio, 
(Janus Aspen Series) Growth and Income Portfolio and VIP Growth 
Portfolio; (d) shares of Oppenheimer Global Equity Portfolio for shares 
of Mercury Global Allocation V.I. Fund, Global Franchise Portfolio, 
Oppenheimer Global Securities Fund/VA and Templeton Growth Securities 
Fund; (e) shares of Third Avenue Small Cap Value Portfolio for shares 
of Mercury Value Opportunities V.I. Fund and Lazard Retirement Small 
Cap Portfolio; (f) shares of Lord Abbett Mid-Cap Value Portfolio for 
shares of Mid-Cap Value Portfolio; (g) shares of BlackRock Money Market 
Portfolio for shares of MFS Money Market Series and Van Kampen Life 
Investment Trust Money Market Portfolio; (h) shares of Salomon 
Strategic Bond Portfolio for shares of MFS Strategic Income Series; (i) 
shares of Janus Aggressive Growth Portfolio for shares of MFS Emerging 
Growth Series and Van Kampen LIT Emerging Growth Portfolio; (j) shares 
of Neuberger Berman Real Estate Portfolio for shares of U.S. Real 
Estate Portfolio and Delaware VIP REIT Series; and (k) shares of 
Oppenheimer Capital Appreciation Portfolio for shares of Oppenheimer 
Capital Appreciation Fund. The shares are currently held by certain 
unit investment trusts to fund certain group and individual variable 
annuity contracts and variable life insurance policies (collectively, 
the ``Contracts'') issued by the Insurance Companies (defined below).
    Applicants: The Travelers Insurance Company (``TIC''), The 
Travelers Separate Account Five for Variable Annuities (``Separate 
Account Five''), The Travelers Separate Account Seven for Variable 
Annuities (``Separate Account Seven''), The Travelers Separate Account 
Nine for Variable Annuities (``Separate Account Nine''), TIC Separate 
Account Eleven for Variable Annuities (``Separate Account Eleven''), 
TIC Separate Account Thirteen for Variable Annuities (``Separate 
Account Thirteen''), The Travelers Fund U for Variable Annuities 
(``Fund U''), The Travelers Separate Account PF for Variable Annuities 
(``Separate Account PF''), The Travelers Separate Account TM for 
Variable Annuities (``Separate Account TM''), The Travelers Fund ABD 
for Variable Annuities (``Fund ABD''), The Travelers Fund BD for 
Variable Annuities (``Fund BD''), The Travelers Separate Account QP for 
Variable Annuities (``Separate Account QP''), The Travelers Separate 
Account QPN for Variable Annuities (``Separate Account QPN''), The 
Travelers Fund BD III for Variable Annuities (``Fund BD III''), TIC 
Variable Annuity Separate Account 2002 (``Separate Account 2002''), The 
Travelers Separate Account PP for Variable Life Insurance (``Separate 
Account PP''), TIC Separate Account CPPVUL I (``Separate Account CPPVUL 
I''), The Travelers Fund UL III for Variable Life Insurance (``Fund UL 
III''), The Travelers Fund UL for Variable Life Insurance (``Fund 
UL''), The Travelers Life and Annuity Company (``TLAC''), The Travelers 
Separate Account Six for Variable Annuities (``Separate Account Six''), 
The Travelers Separate Account Eight for Variable Annuities (``Separate 
Account Eight''), The Travelers Separate Account Ten for Variable 
Annuities (``Separate Account Ten''), TLAC Separate Account Twelve for 
Variable Annuities (``Separate Account Twelve''), TLAC Separate Account 
Fourteen for Variable Annuities (``Separate Account Fourteen''), The 
Travelers Separate Account PF II for Variable Annuities (``Separate 
Account PF II''), The Travelers Separate Account TM II for Variable 
Annuities (``Separate Account TM II''), The Travelers Fund ABD II for 
Variable Annuities (``Fund ABD II''), The Travelers Fund BD II for 
Variable Annuities (``Fund BD II''), The Travelers Fund BD IV for 
Variable Annuities (``Fund BD IV''), TLAC Variable Annuity Separate 
Account 2002 (``TLAC Separate Account 2002''), The Travelers Fund UL II 
for Variable Life Insurance (``Fund UL II''), Citicorp Life Insurance 
Company (``Citicorp Life''), Citicorp Life Variable Annuity Separate 
Account (``Citicorp Separate Account''), First Citicorp Life Insurance 
Company (``First Citicorp Life''), First Citicorp Life Variable Annuity 
Separate Account (``First Citicorp Separate Account''), MetLife 
Investors Insurance Company (``MetLife Investors''), MetLife Investors 
Variable Annuity Account One (``VA Account One''), First MetLife 
Investors Insurance Company (``First MetLife Investors''), First 
MetLife Investors Variable Annuity Account One (``First VA Account 
One''), MetLife Investors Insurance Company of California (``MetLife 
Investors of California''), MetLife Investors Variable Annuity Account 
Five (``VA Account Five''), MetLife Investors USA Insurance Company 
(``MetLife Investors USA''), MetLife Investors USA Separate Account A 
(``Separate Account A''), Metropolitan Life Insurance Company 
(``MetLife''), Metropolitan Life Separate Account UL (``Separate 
Account UL''), Metropolitan Life Separate Account DCVL (``Separate 
Account DCVL''), Security Equity Separate Account Seven (``SE Separate 
Account Seven''), Security Equity Separate Account Thirteen (``SE 
Separate Account Thirteen''), New England Life Insurance Company (``New 
England''), New England Variable Life Separate Account Four (``NEVL 
Separate Account Four''), New England Variable Life Separate Account 
Five (``NEVL Separate Account Five''), General American Life Insurance 
Company (``General American'') (together with TIC, TLAC, Citicorp Life, 
First Citicorp Life, MetLife Investors, First MetLife Investors, 
MetLife Investors of California, MetLife Investors USA, MetLife, New 
England and General American, the ``Insurance Companies''), General 
American Separate Account Seven (``GA Separate Account Seven''), 
General American Separate Account Eleven (``GA Separate Account 
Eleven''), General American Separate Account Thirty Three (``Separate 
Account Thirty Three'') (together with Separate Account Five, Separate 
Account Six, Separate Account Seven, Separate Account Eight, Separate 
Account Nine, Separate Account Ten, Separate Account Eleven, Separate 
Account Twelve, Separate Account Thirteen, Separate Account Fourteen, 
Fund U, Separate Account PF, Separate

[[Page 18415]]

Account TM, Fund ABD, Fund BD, Separate Account QP, Separate Account 
QPN, Fund BD III, Separate Account 2002, Separate Account PP, Separate 
Account CPPVUL I, Fund UL III, Fund UL, Separate Account PF II, 
Separate Account TM II, Fund ABD II, Fund BD II, Fund BD IV, TLAC 
Separate Account 2002, Fund UL II, Citicorp Separate Account, First 
Citicorp Separate Account, VA Account One, First VA Account One, VA 
Account Five, Separate Account A, Separate Account UL, Separate Account 
DCVL, SE Separate Account Seven, SE Separate Account Thirteen, NEVL 
Separate Account Four, NEVL Separate Account Five, GA Separate Account 
Seven and GA Separate Account Eleven, the ``Separate Accounts''), Met 
Investors Series Trust (``MIST'') and Metropolitan Series Fund, Inc. 
(``Met Series Fund'') hereby apply for an Order of the Securities and 
Exchange Commission (the ``Commission'') pursuant to Section 26(c) of 
the Investment Company Act of 1940, as amended (the ``Act''), approving 
the substitution of shares of certain series of MIST and Met Series 
Fund (together, MIST and Met Series Fund are referred to as the 
``Investment Companies'') for shares of comparable series of 
unaffiliated registered investment companies, in each case held by 
certain of the Separate Accounts to fund certain group and individual 
variable annuity contracts and variable life insurance policies 
(collectively, the ``Contracts'') issued by the Insurance Companies. 
The Insurance Companies and the Separate Accounts are referred to 
herein collectively as the ``Substitution Applicants.'' The Insurance 
Companies, the Separate Accounts and the Investment Companies (the 
``Section 17 Applicants'') also hereby apply for an order of exemption 
pursuant to Section 17(b) of the Act from Section 17(a) of the Act to 
permit the Insurance Companies to carry out certain of the 
substitutions.
    Filing Date: The application was filed on December 20, 2005 and 
amended on March 28, 2006.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Secretary of 
the Commission and serving Applicants with a copy of the request 
personally or by mail. Hearing requests should be received by the 
Commission by 5:30 p.m. on April 26, 2006 and should be accompanied by 
proof of service on Applicants, in the form of an affidavit or for 
lawyers a certificate of service. Hearing requests should state the 
nature of the writer's interest, the reason for the request and the 
issued contested. Persons may request notification of a hearing by 
writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090. Applicants; 5 Park Avenue, Suite 1900, 
Irvine, California 92614.

FOR FURTHER INFORMATION CONTACT: Michael Kosoff, Staff Attorney, at 
(202) 551-6754 or Harry Eisenstein, Branch Chief, Office of Insurance 
Products, Division of Investment Management, at (202) 551-6795.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the Public Reference Branch of the Commission, 100 F Street, NE., 
Washington, DC 20549 (202-551-8090).

Applicants' Representations

General Description of Applicants

The Insurance Companies

    1. TIC is a stock life insurance company organized in 1863 under 
the laws of Connecticut. TIC is an indirect wholly-owned subsidiary of 
MetLife, Inc. TIC's principal place of business is located at One 
Cityplace, Hartford, Connecticut 06103. MetLife, Inc., headquartered in 
New York City, is publicly owned and through its subsidiaries and 
affiliates is a leading provider of insurance and financial products 
and services to individual and group customers. For purposes of the 
Act, TIC is the depositor and sponsor of Separate Account Five, 
Separate Account Seven, Separate Account Nine, Separate Account Eleven, 
Separate Account Thirteen, Fund U, Separate Account PF, Separate 
Account TM, Fund ABD, Fund BD, Separate Account QP, Separate Account 
QPN, Fund BD III, TIC Separate Account 2002, Separate Account PP, 
Separate Account CPPVUL I, Fund UL III and Fund UL as those terms have 
been interpreted by the Commission with respect to variable annuity 
separate accounts.
    2. TLAC is a stock life insurance company organized in 1973 under 
the laws of Connecticut. TLAC is a wholly-owned subsidiary of MetLife, 
Inc. TLAC's principal place of business is located at One Cityplace, 
Hartford, Connecticut 06103. For purposes of the Act, TLAC is the 
depositor and sponsor of Separate Account Six, Separate Account Eight, 
Separate Account Ten, Separate Account Twelve, Separate Account 
Fourteen, Separate Account PF II, Separate Account TM II, Fund ABD II, 
Fund BD II, Fund BD IV, TLAC Separate Account 2002 and Fund UL II as 
those terms have been interpreted by the Commission with respect to 
variable annuity separate accounts.
    3. Citicorp Life (formerly Family Guardian Life Insurance Company) 
is a stock life insurance company organized in 1971 under the laws of 
Arizona. Citicorp Life is a wholly-owned subsidiary of MetLife, Inc. 
Citicorp Life's address is 3225 North Central Avenue, Phoenix, Arizona 
85012. For purposes of the Act, Citicorp Life is the depositor and 
sponsor of Citicorp Separate Account as those terms have been 
interpreted by the Commission with respect to variable annuity and 
variable life separate accounts.
    4. First Citicorp Life is a stock life insurance company organized 
in 1978 under the laws of New York. First Citigroup Life is an indirect 
wholly-owned subsidiary of MetLife, Inc. First Citigroup Life's address 
is 333 West 34th Street, 10th Floor, New York, New York 10001. For 
purposes of the Act, First Citicorp Life is the depositor and sponsor 
of First Citicorp Separate Account as those terms have been interpreted 
by the Commission with respect to variable annuity separate accounts.
    5. MetLife Investors is a stock life insurance company organized on 
August 17, 1981 under the laws of Missouri. MetLife Investors is a 
wholly-owned subsidiary of MetLife, Inc. MetLife Investors' executive 
offices are at 5 Park Plaza, Suite 1900, Irvine, California 92614. For 
purposes of the Act, MetLife Investors is the depositor and sponsor of 
VA Account One as those terms have been interpreted by the Commission 
with respect to variable annuity separate accounts.
    6. First MetLife Investors is a stock life insurance company 
organized on December 31, 1992 under the laws of New York. First 
MetLife Investors is a wholly-owned subsidiary of MetLife, Inc. First 
MetLife Investors' executive offices are at 200 Park Avenue, New York, 
New York 10166. For purposes of the Act, First MetLife Investors is the 
depositor and sponsor of First VA Account One as those terms have been 
interpreted by the Commission with respect to variable annuity separate 
accounts.
    7. MetLife Investors of California is a stock life insurance 
company organized on September 6, 1972 under the laws of California. 
MetLife Investors of California is an indirect wholly-owned subsidiary 
of MetLife, Inc. MetLife Investors of California's executive offices 
are at 5 Park Plaza, Suite 1900, Irvine, California 92614. For purposes 
of

[[Page 18416]]

the Act, MetLife Investors of California is the depositor and sponsor 
of VA Account Five as those terms have been interpreted by the 
Commission with respect to variable annuity separate accounts.
    8. MetLife Investors USA is a stock life insurance company 
organized on September 13, 1960 under the laws of Delaware. MetLife 
Investors USA is an indirect wholly-owned subsidiary of MetLife. 
MetLife Investors USA's executive offices are at 5 Park Plaza, Suite 
1900, Irvine, California 92614. For purposes of the Act, MetLife 
Investors USA is the depositor and sponsor of Separate Account A as 
those terms have been interpreted by the Commission with respect to 
variable annuity separate accounts.
    9. MetLife is a stock life insurance company organized in 1868 
under the laws of New York. MetLife is a wholly-owned subsidiary of 
MetLife, Inc. MetLife's executive offices are at 200 Park Avenue, New 
York, New York 10166. For purposes of the Act, MetLife is the depositor 
and sponsor of Separate Account UL, Separate Account DCVL, SE Separate 
Account Seven and SE Separate Account Thirteen as those terms have been 
interpreted by the Commission with respect to variable annuity and 
variable life separate accounts.
    10. New England is a stock life insurance company organized in 1980 
under the laws of Delaware. In 1996, New England was re-domesticated 
under the laws of Massachusetts. New England is an indirect wholly-
owned subsidiary of MetLife, Inc. New England's executive offices are 
at 501 Boylston Street, Boston, Massachusetts 02116. For purposes of 
the Act, New England is the depositor and sponsor of NEVL Separate 
Account Four and NEVL Separate Account Five as those terms have been 
interpreted by the Commission with respect to variable life separate 
accounts.
    11. General American is a stock life insurance company organized in 
1933 under the laws of Missouri. General American is an indirect 
wholly-owned subsidy of MetLife, Inc. General American's executive 
offices are at 13045 Tesson Ferry, St. Louis, Missouri 63128. For 
purposes of the Act, General American is the depositor and sponsor of 
GA Separate Account Seven, GA Separate Account Eleven and Separate 
Account Thirty Three, as those terms have been interpreted by the 
Commission with respect to variable annuity separate accounts.

The Accounts

    12. Separate Account Five is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\1\
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    \1\ File Nos. 333-58783/811-08867.
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    13. Separate Account Five is currently divided into 77 sub-
accounts, 28 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 49 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Five (however, in some instances, Separate Account Five may own 
more than five percent of such investment company).
    14. Separate Account Seven is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\2\
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    \2\ File Nos. 333-60227/811-08909.
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    15. Separate Account Seven is currently divided into 51 sub-
accounts, 11 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 40 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Seven (however, in some instances, Separate Account Seven may 
own more than five percent of such investment company).
    16. Separate Account Nine is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\3\
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    \3\ File Nos. 333-82009, 333-65926/811-09411.
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    17. Separate Account Nine is currently divided into 130 sub-
accounts, 32 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 98 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Nine (however, in some instances, Separate Account Nine may own 
more than five percent of such investment company).
    18. Separate Account Eleven is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\4\
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    \4\ File Nos. 333-101778/811-21262
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    19. Separate Account Eleven is currently divided into 146 sub-
accounts, 29 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 117 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Eleven (however, in some instances, Separate Account Eleven may 
own more than five percent of such investment company).
    20. Separate Account Thirteen is a ``separate account'' as defined 
by Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\5\
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    \5\ File Nos. 333-101777/811-12163.
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    21. Separate Account Thirteen is currently divided into 102 sub-
accounts, 29 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 73 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Thirteen (however, in some instances, Separate Account Thirteen 
may own more than five percent of such investment company).
    22. Fund U is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\6\
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    \6\ File Nos. 002-79529, 333-116783, 333-117028/811-03575.
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    23. Fund U Account is currently divided into 65 sub-accounts, 29 of 
which reflect the investment performance of a corresponding series of 
funds affiliated with MIST and Met Series Fund, and 36 of which reflect 
the performance of registered investment companies managed by advisers 
that are not affiliated with Fund U (however, in some instances, Fund U 
may own more than five percent of such investment company).
    24. Separate Account PF is a ``separate account'' as defined by 
Rule

[[Page 18417]]

0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\7\
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    \7\ File Nos. 333-32589, 333-72334/811-08313.
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    25. Separate Account PF is currently divided into 54 sub-accounts, 
7 of which reflect the investment performance of a corresponding series 
of funds affiliated with MIST and Met Series Fund, and 47 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with Separate Account PF (however, in 
some instances, Separate Account PF may own more than five percent of 
such investment company).
    26. Separate Account TM is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\8\
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    \8\ File Nos. 333-40193/811-08477.
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    27. Separate Account TM is currently divided into 75 sub-accounts, 
29 of which reflect the investment performance of a corresponding 
series of funds affiliated with MIST and Met Series Fund, and 46 of 
which reflect the performance of registered investment companies 
managed by advisers that are not affiliated with Separate Account TM 
(however, in some instances, Separate Account TM may own more than five 
percent of such investment company).
    28. Fund ABD is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\9\
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    \9\ File Nos. 033-65343, 333-65506, 333-23311/811-07465.
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    29. Fund ABD is currently divided into 105 sub-accounts, 27 of 
which reflect the investment performance of a corresponding series of 
funds affiliated with MIST and Met Series Fund, and 78 of which reflect 
the performance of registered investment companies managed by advisers 
that are not affiliated with Fund ABD (however, in some instances, Fund 
ABD may own more than five percent of such investment company).
    30. Fund BD is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\10\
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    \10\ File Nos. 033-73466/811-08242.
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    31. Fund BD is currently divided into 32 sub-accounts, 11 of which 
reflect the investment performance of a corresponding series of funds 
affiliated with MIST and Met Series Fund, and 21 of which reflect the 
performance of registered investment companies managed by advisers that 
are not affiliated with Fund BD (however, in some instances, Fund BD 
may own more than five percent of such investment company).
    32. Separate Account QP is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered as a unit investment trust 
for the purpose of funding the Contracts. Security interests under the 
Contracts have been registered under the Securities Act of 1933.\11\
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    \11\ File Nos. 333-00165/811-07487.
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    33. Separate Account QP is currently divided into 87 sub-accounts, 
29 of which reflect the investment performance of a corresponding 
series of funds affiliated with MIST and Met Series Fund, and 58 of 
which reflect the performance of registered investment companies 
managed by advisers that are not affiliated with Separate Account QP 
(however, in some instances, Separate Account QP may own more than five 
percent of such investment company).
    34. Separate Account QPN was established as a segregated asset 
account under Connecticut law in 1995. Separate Account QPN is a 
``separate account'' as defined by Rule 0-1(e) under the Act and is 
exempt from registration under the Act. Security interests under the 
Contracts have been registered under the Securities Act of 1933.\12\
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    \12\ File Nos. 333-118412, 333-118415.
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    35. Separate Account QPN is currently divided into 89 sub-accounts, 
33 of which reflect the investment performance of a corresponding 
series of funds affiliated with MIST and Met Series Fund, and 56 of 
which reflect the performance of registered investment companies 
managed by advisers that are not affiliated with Separate Account QPN 
(however, in some instances, Separate Account QPN may own more than 
five percent of such investment company).
    36. Fund BD III is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\13\
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    \13\ File Nos. 333-70657/811-08225.
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    37. Fund BD III is currently divided into 98 sub-accounts, 31 of 
which reflect the investment performance of a corresponding series of 
funds affiliated with MIST and Met Series Fund, and 67 of which reflect 
the performance of registered investment companies managed by advisers 
that are not affiliated with Fund BD III (however, in some instances, 
Fund BD III may own more than five percent of such investment company).
    38. Separate Account 2002 is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered as a unit investment trust 
for the purpose of funding the Contracts. Security interests under the 
Contracts have been registered under the Securities Act of 1933.\14\
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    \14\ File Nos. 333-100435/811-21220.
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    39. Separate Account 2002 is currently divided into 136 sub-
accounts, 31 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 105 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with TIC Separate 
Account 2002 (however, in some instances, TIC Separate Account 2002 may 
own more than five percent of such investment company).
    40. Separate Account PP serves as a separate account funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    41. Separate Account PP is currently divided into 104 sub-accounts, 
23 of which reflect the investment performance of a corresponding 
series of funds affiliated with MIST and Met Series Fund, and 81 of 
which reflect the performance of registered investment companies 
managed by advisers that are not affiliated with Separate Account PP 
(however, in some instances, Separate Account PP may own more than five 
percent of such investment company).
    42. Fund UL III is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered as a unit investment trust for the 
purpose of funding the Contracts. Security interests under the 
Contracts have been registered under the Securities Act of 1933.\15\
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    \15\ File Nos. 333-71349, 333-94779, 333-105335 and 333-113533/
811-09215..
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    43. Fund UL III is currently divided into 88 sub-accounts, 25 of 
which reflect the investment performance of a

[[Page 18418]]

corresponding series of funds affiliated with MIST and Met Series Fund, 
and 63 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Fund UL III 
(however, in some instances, Fund UL III may own more than five percent 
of such investment company).
    44. Separate Account CPPVUL I serves as a separate account funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    45. Separate Account CPPVUL I is currently divided into 132 sub-
accounts, 28 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 104 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account CPPVUL I (however, in some instances, Separate Account CPPVUL I 
may own more than five percent of such investment company).
    46. Fund UL is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered as a unit investment trust for the 
purpose of funding the Contracts. Security interests under the 
Contracts have been registered under the Securities Act of 1933.\16\ 
Fund UL is currently divided into 73 sub-accounts, 25 of which reflect 
the investment performance of a corresponding series of funds 
affiliated with MIST and Met Series Fund, and 48 of which reflect the 
performance of registered investment companies managed by advisers that 
are not affiliated with Fund UL (however, in some instances, Fund UL 
may own more than five percent of such investment company)
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    \16\ File Nos. 333-96515, 333-96519, 333-56952, 333-113109, 002-
88637 and 333-69771/811-03927..
---------------------------------------------------------------------------

    47. Separate Account Six is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\17\
---------------------------------------------------------------------------

    \17\ File Nos. 333-58809/811-08869.
---------------------------------------------------------------------------

    48. Separate Account Six is currently divided into 77 sub-accounts, 
28 of which reflect the investment performance of a corresponding 
series of funds affiliated with MIST and Met Series Fund, and 49 of 
which reflect the performance of registered investment companies 
managed by advisers that are not affiliated with Separate Account Six 
(however, in some instances, Separate Account Six may own more than 
five percent of such investment company).
    49. Separate Account Eight is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\18\
---------------------------------------------------------------------------

    \18\ File Nos. 333-60215/811-08907.
---------------------------------------------------------------------------

    50. Separate Account Eight is currently divided into 51 sub-
accounts, 11 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 40 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Eight (however, in some instances, Separate Account Eight may 
own more than five percent of such investment company).
    51. Separate Account Ten is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\19\
---------------------------------------------------------------------------

    \19\ File Nos. 333-82013, 333-65922/811-09413.
---------------------------------------------------------------------------

    52. Separate Account Ten is currently divided into 130 sub-
accounts, 32 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 98 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Ten (however, in some instances, Separate Account Ten may own 
more than five percent of such investment company).
    53. Separate Account Twelve is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\20\
---------------------------------------------------------------------------

    \20\ File Nos. 333-101814/811-21266.
---------------------------------------------------------------------------

    54. Separate Account Twelve is currently divided into 146 sub-
accounts, 29 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 117 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Twelve (however, in some instances, Separate Account Twelve may 
own more than five percent of such investment company).
    55. Separate Account Fourteen is a ``separate account'' as defined 
by Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\21\
---------------------------------------------------------------------------

    \21\ File Nos. 333-101815/811-21267.
---------------------------------------------------------------------------

    56. Separate Account Fourteen is currently divided into 102 sub-
accounts, 29 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 73 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account Fourteen (however, in some instances, Separate Account Fourteen 
may own more than five percent of such investment company).
    57. Separate Account PF II is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\22\
---------------------------------------------------------------------------

    \22\File Nos. 333-32581, 333-72336/811-08317.
---------------------------------------------------------------------------

    58.Separate Account PF II is currently divided into 54 sub-
accounts, 7 of which reflect the investment performance of a 
corresponding series of MIST and Met Series Fund or other affiliated 
fund, and 47 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account PF II (however, in some instances, Separate Account PF II may 
own more than five percent of such investment company).
    59.Separate Account TM II is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\23\
---------------------------------------------------------------------------

    \23\File Nos. 333-40191/811-08317.
---------------------------------------------------------------------------

    60. Separate Account TM II is currently divided into 75 sub-
accounts, 29 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 46 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Separate 
Account TM II (however, in some instances, Separate Account TM II may 
own more than five percent of such investment company).
    61.Fund ABD II is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under

[[Page 18419]]

the Act as a unit investment trust for the purpose of funding the 
Contracts. Security interests under the Contracts have been registered 
under the Securities Act of 1933.\24\
---------------------------------------------------------------------------

    \24\ File Nos. 033-65339, 333-65500, 333-23327/811-07463.
---------------------------------------------------------------------------

    62. Fund ABD II is currently divided into 105 sub-accounts, 27 of 
which reflect the investment performance of a corresponding series of 
funds affiliated with MIST and Met Series Fund, and 78 of which reflect 
the performance of registered investment companies managed by advisers 
that are not affiliated with Fund ABD II (however, in some instances, 
Fund ABD II may own more than five percent of such investment company).
    63. Fund BD II is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\25\
---------------------------------------------------------------------------

    \25\ File Nos. 033-58131/811-07259.
---------------------------------------------------------------------------

    64. Fund BD II is currently divided into 32 sub-accounts, 11 of 
which reflect the investment performance of a corresponding series of 
funds affiliated with MIST and Met Series Fund, and 21 of which reflect 
the performance of registered investment companies managed by advisers 
that are not affiliated with Fund BD II (however, in some instances, 
Fund BD II may own more than five percent of such investment company).
    65. Fund BD IV is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\26\
---------------------------------------------------------------------------

    \26\ File Nos. 333-70659/811-08223.
---------------------------------------------------------------------------

    66. Fund BD IV is currently divided into 98 sub-accounts, 31 of 
which reflect the investment performance of a corresponding series of 
funds affiliated with MIST and Met Series Fund, and 67 of which reflect 
the performance of registered investment companies managed by advisers 
that are not affiliated with Fund BD IV (however, in some instances, 
Fund BD IV may own more than five percent of such investment company).
    67. TLAC Separate Account 2002 is a ``separate account'' as defined 
by Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\27\
---------------------------------------------------------------------------

    \27\ File Nos. 333-100434/811-21221.
---------------------------------------------------------------------------

    68. TLAC Separate Account 2002 is currently divided into 136 sub-
accounts, 31 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 105 of which reflects the performance of a registered investment 
company managed by an adviser that is not affiliated with TLAC Separate 
Account 2002 (however, in some instances, TLAC Separate Account 2002 
may own more than five percent of such investment company).
    69. Fund UL II is a ``separate account'' as defined by Rule 0-1(e) 
under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\28\
---------------------------------------------------------------------------

    \28\ File Nos. 333-96521, 333-96517, 333-56958, 333-113110, 033-
63927 and 333-69773/811-07411.
---------------------------------------------------------------------------

    70. Fund UL II is currently divided into 68 sub-accounts, 20 of 
which reflect the investment performance of a corresponding series of 
funds affiliated with MIST and Met Series Fund, and 48 of which reflect 
the performance of registered investment companies managed by advisers 
that are not affiliated with Fund UL II (however, in some instances, 
Fund UL II may own more than five percent of such investment company).
    71. Citicorp Separate Account is a ``separate account'' as defined 
by Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\29\
---------------------------------------------------------------------------

    \29\ File Nos. 033-81626, 333-71379/811-08628.
---------------------------------------------------------------------------

    72. Citicorp Separate Account is currently divided into 59 sub-
accounts, 10 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 49 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with Citicorp 
Separate Account (however, in some instances, Citicorp Separate Account 
may own more than five percent of such investment company).
    73. First Citicorp Separate Account is a ``separate account'' as 
defined by Rule 0-1(e) under the Act and is registered under the Act as 
a unit investment trust for the purpose of funding the Contracts. 
Security interests under the Contracts have been registered under the 
Securities Act of 1933.\30\
---------------------------------------------------------------------------

    \30\ File Nos. 033-83354, 333-71377/811-08732.
---------------------------------------------------------------------------

    74. First Citicorp Separate Account is currently divided into 59 
sub-accounts, 10 of which reflect the investment performance of a 
corresponding series of funds affiliated with MIST and Met Series Fund, 
and 49 of which reflect the performance of registered investment 
companies managed by advisers that are not affiliated with First 
Citicorp Separate Account (however, in some instances, First Citicorp 
Separate Account may own more than five percent of such investment 
company).
    75. VA Account One is a ``separate account'' as defined by Rule 0-
1(e) under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts have been registered under the Securities Act of 
1933.\31\
---------------------------------------------------------------------------

    \31\ File Nos. 033-39100, 333-34741 and 333-50540/811-05200.
---------------------------------------------------------------------------

    76. VA Account One is currently divided into 59 sub-accounts, 42 of 
which reflect the investment performance of a corresponding series of 
MIST or Met Series Fund, and 17 of which reflect the performance of 
registered investment companies managed by advisers that are not 
affiliated with VA Account One (however, in some instances, VA Account 
One may own more than five percent of such investment company).
    77. First VA Account One is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\32\
---------------------------------------------------------------------------

    \32\ File Nos. 033-74174, 333-96773, 333-125613, 333-125617 and 
333-125618/811-08036.
---------------------------------------------------------------------------

    78. First VA Account One is currently divided into 152 sub-
accounts, 83 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 14 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with First VA Account One (however, in 
some instances, First VA Account One may own more than five percent of 
such investment company).
    79. VA Account Five is a ``separate account'' as defined by Rule 0-
1(e) under the Act and is registered under the Act as a unit investment 
trust for the purpose of funding the Contracts. Security interests 
under the Contracts

[[Page 18420]]

have been registered under the Securities Act of 1933.\33\
---------------------------------------------------------------------------

    \33\ File Nos. 333-54016/811-07060.
---------------------------------------------------------------------------

    80. VA Account Five is currently divided into 58 sub-accounts, 42 
of which reflect the investment performance of a corresponding series 
of MIST or Met Series Fund, and 16 of which reflect the performance of 
registered investment companies managed by advisers that are not 
affiliated with VA Account Five (however, in some instances, VA Account 
Five may own more than five percent of such investment company).
    81. Separate Account A was established as a segregated asset 
account under Delaware law in 1980. Separate Account A is a ``separate 
account'' as defined by Rule 0-1(e) under the Act and is registered 
under the Act as a unit investment trust for the purpose of funding the 
Contracts. Security interests under the Contracts have been registered 
under the Securities Act of 1933.\34\
---------------------------------------------------------------------------

    \34\ File Nos. 333-125753, 333-125756 and 333-125757/811-03365.
---------------------------------------------------------------------------

    82. Separate Account A is currently divided into 157 sub-accounts, 
80 of which reflect the investment performance of a corresponding 
series of MIST or Met Series Fund, and 77 of which reflect the 
performance of registered investment companies managed by advisers that 
are not affiliated with Separate Account A (however, in some instances, 
Separate Account A may own more that five percent of such investment 
company).
    83. Separate Account UL is a ``separate account'' as defined by 
Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\35\
---------------------------------------------------------------------------

    \35\ File Nos. 033-57320/811-06025.
---------------------------------------------------------------------------

    84. Separate Account UL is currently divided into 89 sub-accounts, 
50 of which reflect the investment performance of a corresponding 
series of MIST or Met Series Fund, and 39 of which reflect the 
performance of registered investment companies managed by advisers that 
are not affiliated with Separate Account UL (however, in some 
instances, Separate Account UL may own more than five percent of such 
investment company).
    85. Separate Account DCVL serves as a separate account funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    86. Separate Account DCVL is currently divided into 53 sub-
accounts, 21 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 32 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with Separate Account DCVL (however, 
in some instances, Separate Account DCVL may own more than five percent 
of such investment company).
    87. SE Separate Account Thirteen is a ``separate account'' as 
defined by Rule 0-1(e) under the Act and is registered under the Act as 
a unit investment trust for the purpose of funding the Contracts. 
Security interests under the Contracts have been registered under the 
Securities Act of 1933.\36\
---------------------------------------------------------------------------

    \36\ File Nos. 333-110185/811-08938.
---------------------------------------------------------------------------

    88. SE Separate Account Thirteen is currently divided into 17 sub-
accounts, 4 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 13 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with SE Separate Account Thirteen 
(however, in some instances, SE Separate Account Thirteen may own more 
than five percent of such investment company).
    89. SE Separate Account Seven serves as a separate account funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    90. SE Separate Account Seven is currently divided into 1 sub-
account, 0 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 1 of which 
reflects the performance of a registered investment company managed by 
an adviser that is not affiliated with SE Separate Account Seven 
(however, in some instances, SE Separate Seven may own more than five 
percent of such investment company).
    91. NEVL Separate Account Four serves as a separate account funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    92. NEVL Separate Account Four is currently divided into 34 sub-
accounts, 21 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 13 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with NEVL Separate Account Four 
(however, in some instances, NEVL Separate Account Four may own more 
than five percent of such investment company).
    93. NEVL Separate Account Five serves as a separate account funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    94. NEVL Separate Account Five is currently divided into 34 sub-
accounts, 21 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 13 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with NEVL Separate Account Five 
(however, in some instances, NEVL Separate Account Five may own more 
than five percent of such investment company).
    95. GA Separate Account Seven serves as a separate account funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    96. GA Separate Account Seven is currently divided into 64 sub-
accounts, 23 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 41 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with GA Separate Account Seven 
(however, in some instances, GA Separate Account Seven may own more 
than five percent of such investment company).
    97. GA Separate Account Eleven is a ``separate account'' as defined 
by Rule 0-1(e) under the Act and is registered under the Act as a unit 
investment trust for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.\37\
---------------------------------------------------------------------------

    \37\ File Nos. 333-64216/811-04901.
---------------------------------------------------------------------------

    98. GA Separate Account Eleven is currently divided into 55 sub-
accounts, 40 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 15 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with GA Separate Account Eleven 
(however, in some instances, GA Separate Account Eleven may own more 
than five percent of such investment company).
    99. Separate Account Thirty Three serves as a separate funding 
vehicle for certain Contracts that are exempt from registration under 
Section 4(2) of the

[[Page 18421]]

Securities Act of 1933 and Regulation D thereunder.
    100. Separate Account Thirty Three is currently divided into 64 
sub-accounts, 23 of which reflect the investment performance of a 
corresponding series of MIST or Met Series Fund, and 41 of which 
reflect the performance of registered investment companies managed by 
advisers that are not affiliated with Separate Account Thirty Three 
(however, in some instances, Separate Account Thirty Three may own more 
than five percent of such investment company).

The Investment Companies

    101. Shares of MIST and Met Series Fund are sold exclusively to 
insurance company separate accounts to fund benefits under variable 
annuity contracts and variable life insurance policies sponsored by the 
Insurance Companies or their affiliates. MIST is a Delaware statutory 
trust organized on July 27, 2000. Met Series Fund is a Maryland 
corporation organized on November 23, 1982. MIST and Met Series Fund 
are each registered under the Act as open-end management investment 
companies of the series type, and their securities are registered under 
the Securities Act of 1933.\38\ Met Investors Advisory, LLC and MetLife 
Advisers, LLC serve as investment adviser to MIST and Met Series Fund, 
respectively. Each investment adviser is an affiliate of MetLife.
---------------------------------------------------------------------------

    \38\ File Nos. 333-48456/811-10183 and 002-80751/811-03618, 
respectively.
---------------------------------------------------------------------------

The Substitutions

    102. Under the Contracts, the Insurance Companies reserve the right 
to substitute shares of one fund with shares of another.
    103. Each Insurance Company, on its behalf and on behalf of the 
Separate Accounts, proposes to make certain substitutions of shares of 
thirty funds (the ``Existing Funds'') held in sub-accounts of its 
respective Separate Accounts for certain series (the ``Replacement 
Funds'') of MIST and Met Series Fund. The proposed substitutions are as 
follows:\39\
---------------------------------------------------------------------------

    \39\ The specific classes of shares involved in the substitution 
are described in the fee tables located in Appendix 1.
---------------------------------------------------------------------------

    (1) Shares of T. Rowe Price Large Cap Growth Portfolio for shares 
of:
    (a) AllianceBernstein Large Cap Growth Portfolio--Fund U, Fund ABD, 
Fund ABD II, Separate Account Nine, Separate Account Ten, Separate 
Account 2002, TLAC Separate Account 2002, Separate Account Thirteen, 
Separate Account Fourteen, Separate Account Eleven, Separate Account 
Twelve, Separate Account PF, Separate Account PF II, Fund UL, First 
Citicorp Separate Account, Citicorp Separate Account, Separate Account 
TM, Separate Account TM II, Fund BD, Fund BD II, Fund BD III, Fund BD 
IV, Separate Account QPN, Fund UL II, Fund UL III, Separate Account 
CPPVUL I and Separate Account PP.
    (b) Appreciation Portfolio--Separate Account UL.
    (c) (Janus Aspen Series) Growth and Income Portfolio--Separate 
Account QPN, Separate Account TM, Separate Account TM II, Separate 
Account CPPVUL I and Separate Account PP.
    (d) VIP Growth Portfolio--VA Account One, First VA Account One, VA 
Account Five, GA Separate Account Eleven, Separate Account UL, GA 
Separate Account Seven, Separate Account Thirty Three, SE Separate 
Account Seven, SE Separate Account Thirteen, NEVL Separate Account 
Four, NEVL Separate Account Five, Separate Account CPPVUL I and 
Separate Account PP.
    (2) Shares of Lord Abbett Growth and Income Portfolio for shares 
of:
    (a) AllianceBernstein Growth and Income Portfolio--Separate Account 
QPN, Citicorp Separate Account, First Citicorp Separate Account, 
Separate Account TM, Separate Account TM II, Separate Account Nine, 
Separate Account Ten, Separate Account 2002, TLAC Separate Account 
2002, Fund BD III, Fund BD IV, Fund UL III, Separate Account UL, 
Separate Account CPPVUL I and Separate Account PP.
    (b) Mutual Shares Securities Fund--Fund U, Separate Account QPN, 
Separate Account QP, Fund ABD, Fund ABD II, Separate Account Nine, 
Separate Account Ten, Separate Account 2002, TLAC Separate Account 
2002, Fund UL, Separate Account Eleven, Separate Account Twelve, 
Separate Account Thirteen, Separate Account Fourteen, Fund BD III, Fund 
BD IV, Separate Account PF, Separate Account PF II, Separate Account 
TM, Separate Account TM II, Separate Account Five, Separate Account 
Six, First VA Account One, Separate Account A, Fund UL II, Separate 
Account CPPVUL I and Separate Account PP.
    (c) Oppenheimer Main Street Fund/VA--Separate Account QPN, Fund 
ABD, Fund ABD II, Separate Account Thirteen, Separate Account Fourteen, 
Separate Account Nine, Separate Account Ten, Separate Account 2002, 
TLAC Separate Account 2002, Separate Account Eleven, Separate Account 
Twelve, Fund BD III, Fund BD IV, Separate Account PF, Separate Account 
PF II, Separate Account QP, Separate Account Five, Separate Account 
Six, Fund UL III and Separate Account CPPVUL I.
    (d) (Lord Abbett Series Fund) Growth & Income Portfolio--Separate 
Account QPN, Fund ABD, Fund ABD II, Separate Account Nine, Separate 
Account Ten, Separate Account 2002, TLAC Separate Account 2002, 
Separate Account Thirteen, Separate Account Fourteen, Separate Account 
Eleven, Separate Account Twelve, Fund BD III, Fund BD IV, Separate 
Account Five, Separate Account Six, Separate Account TM, and Separate 
Account TM II, Separate Account QP, Separate Account PP, Fund UL III 
and Separate Account CPPVUL I.
    (e) VIP Growth and Income Portfolio--VA Account One, First VA 
Account One and VA Account Five.
    (3) Shares of Neuberger Berman Real Estate Portfolio for shares of:
    (a) Delaware VIP REIT Series--Fund U, Separate Account QPN, 
Separate Account QP, Fund ABD, Fund ABD II, Separate Account Nine, 
Separate Account Ten, Separate Account 2002, TLAC Separate Account 
2002, Fund UL, Separate Account Eleven, Separate Account Twelve, 
Separate Account Thirteen, Separate Account Fourteen, Fund BD III, Fund 
BD IV, Separate Account Five, Separate Account Six, Fund UL II, Fund UL 
III, Separate Account CPPVUL I and Separate Account PP.
    (b) U.S. Real Estate Portfolio--Fund ABD, Fund ABD II, Separate 
Account Seven, Separate Account Eight, Separate Account A, Separate 
Account PF, Separate Account PF II, Separate Account PP, First VA 
Account One and Separate Account CPPVUL I.
    (4) Shares of Oppenheimer Global Equity Portfolio for shares of:
    (a) Templeton Growth Securities Fund--Fund U, Separate Account QPN, 
Separate Account QP, Fund ABD, Fund ABD II, Separate Account Nine, 
Separate Account Ten, Separate Account 2002, TLAC Separate Account 
2002, Separate Account Eleven, Separate Account Twelve, Separate 
Account Thirteen, Separate Account Fourteen, Fund BD III, Fund BD IV, 
Separate Account PF, Separate Account PF II, Separate Account Five, 
Separate Account Six, First VA Account One, Separate Account A, Fund 
UL, Fund UL II, Fund UL III, Separate Account CPPVUL I, Separate 
Account PP and Separate Account DCVL.
    (b) Mercury Global Allocation V.I. Fund--Fund ABD, Fund ABD II, 
Separate Account Nine, Separate Account Ten, Separate Account 2002, 
TLAC Separate Account 2002, Separate Account Thirteen, Separate Account

[[Page 18422]]

Fourteen, Separate Account Eleven, Separate Account Twelve, Fund BD III 
and Fund BD IV.
    (c) Global Franchise Portfolio--Fund ABD, Fund ABD II, Separate 
Account Seven, and Separate Account Eight.
    (d) Oppenheimer Global Securities Fund/VA--Separate Account 
Thirteen, Separate Account Fourteen, Separate Account Nine, Separate 
Account Ten, Separate Account Eleven, Separate Account Twelve, Fund UL 
III and Separate Account CPPVUL I.
    (5) Shares of Lord Abbett Mid Cap Value Portfolio for shares of: 
Mid Cap Value Portfolio--Separate Account QPN, Separate Account QP, 
Separate Account Five, Separate Account Six, Fund ABD, Fund ABD II, 
Separate Account Nine, Separate Account Ten, Separate Account 2002, 
TLAC Separate Account 2002, Fund BD III, Fund BD IV, Separate Account 
Thirteen, Separate Account Fourteen, Separate Account Eleven, Separate 
Account Twelve, Separate Account TM, Separate Account TM II, Fund UL 
III, Separate Account CPPVUL I and Separate Account PP
    (6) Shares of Oppenheimer Capital Appreciation Portfolio for shares 
of: Oppenheimer Capital Appreciation Fund/VA--Separate Account PF, 
Separate Account PF II, Separate Account Thirteen, Separate Account 
Fourteen, Separate Account Nine, Separate Account Ten, First VA Account 
One, Separate Account Eleven, Separate Account A and Separate Account 
Twelve
    (7) Shares of MFS Total Return Portfolio for shares of:
    (a) VIP Asset Manager Portfolio--Separate Account Five and Separate 
Account Six.
    (b) Equity and Income Portfolio--Fund ABD, Fund ABD II, Separate 
Account Seven, Separate Account Eight, Separate Account PF, Separate 
Account A, First VA Account One and Separate Account PF II.
    (c) AIM V.I. Basic Balanced Fund--Separate Account CPPVUL I and 
Separate Account PP.
    (d) Balanced Portfolio--Fund ABD, Fund ABD II, Separate Account 
Nine, Separate Account Ten, Separate Account 2002, TLAC Separate 
Account 2002, Separate Account Thirteen, Separate Account Fourteen, 
Separate Account Eleven, Separate Account Twelve, Fund BD III, Fund BD 
IV, Separate Account QP, Separate Account Five, Separate Account Six, 
Separate Account DCVL, Fund UL III, Separate Account CPPVUL I and 
Separate Account PP.
    (e) MFS Total Return Series--Citicorp Separate Account and First 
Citicorp Separate Account.
    (f) Alger American Balanced Portfolio--Separate Account 2002, TLAC 
Separate Account 2002, Separate Account Eleven, and Separate Account 
Twelve.
    (8) Shares of Janus Aggressive Growth Portfolio for shares of:
    (a) Van Kampen LIT Emerging Growth Portfolio--Separate Account QPN, 
Fund ABD, Fund ABD II, Separate Account PF, Separate Account PF II, 
Citicorp Separate Account, First Citicorp Separate Account, Separate 
Account TM, Separate Account TM II, Separate Account QP, Separate 
Account Seven, Separate Account Eight, Separate Account Five, Separate 
Account Six, Separate Account Nine, Separate Account Ten, Separate 
Account 2002, Separate Account A, TLAC Separate Account 2002, Fund UL, 
Fund UL II, Fund BD III, and Fund BD IV, Separate Account CPPVUL I, 
First VA Account One and Separate Account PP.
    (b) MFS Emerging Growth Series--Citicorp Separate Account and First 
Citicorp Separate Account.
    (9) Shares of BlackRock Money Market Portfolio for shares of:
    (a) Van Kampen LIT Money Market Portfolio--Fund ABD, Fund ABD II, 
Separate Account Seven, Separate Account Eight, and Separate Account 
QPN.
    (b) MFS Money Market Series--Citicorp Separate Account and First 
Citicorp Separate Account.
    (10) Shares of Third Avenue Small Cap Value Portfolio for shares 
of:
    (a) Mercury Value Opportunities V.I. Fund--Fund ABD, Fund ABD II, 
Separate Account Nine, Separate Account Ten, Separate Account 2002, 
TLAC Separate Account 2002, Separate Account Thirteen, Separate Account 
Fourteen, Separate Account Eleven, Separate Account Twelve, Fund BD 
III, and Fund BD IV.
    (b) Lazard Retirement Small Cap Portfolio--Fund ABD, Fund ABD II, 
Fund ABD III, Fund BD IV, Fund U, Fund UL, Fund UL II, Separate Account 
Ten, Separate Account Five, Separate Account Six, Separate Account 
Nine, Separate Account QP, Separate Account QPN, Separate Account 
Eleven, Separate Account Thirteen, Separate Account A, Separate Account 
2002, TLAC Separate Account 2002, Separate Account Fourteen, Separate 
Account Twelve, Separate Account TM, First VA Account One and Separate 
Account TM II.
    (11) Shares of Salomon Strategic Bond Opportunities Portfolio for 
shares of: MFS Strategic Income Series--Citicorp Separate Account and 
First Citicorp Separate Account.
    104. Set forth below is a description of the investment objectives, 
the principal investment policies and principal risk factors of each 
Existing Fund and its corresponding Replacement Fund.

[[Page 18423]]



------------------------------------------------------------------------
           Existing fund                       Replacement fund
------------------------------------------------------------------------
AIM V.I. Basic Balanced Fund--seeks  MFS Total Return Portfolio--seeks a
 long-term growth of capital and      favorable total return through an
 current income. The Fund normally    investment in a diversified
 invests a minimum of 30% and a       portfolio. The Portfolio normally
 maximum of 70% of its total assets   invests at least 40% but not more
 in equity securities of large        than 75% of its net assets in
 market capitalization companies      common stocks and related
 and a minimum of 25% and a maximum   securities such as preferred
 of 70% of its total assets in        stocks, and bonds, warrants or
 investment grade non-convertible     rights convertible into stock. The
 debt securities. The Fund does not   Portfolio may also invest in
 invest in non-investment grade       depositary receipts for such
 debt securities. The Fund may        equity securities. At least 25% of
 invest up to 25% of its total        the Portfolio's net assets is
 assets in convertible securities.    normally invested in non-
 The Fund may invest up to 25% of     convertible fixed-income
 its total assets in foreign          securities and up to 20% of its
 securities. In selecting the         net assets may be in non-
 percentages of assets to be          investment grade debt securities.
 invested in equity or debt           However, historically, the
 securities, the portfolio managers   Portfolio does not invest a
 consider such factors as general     significant portion of its assets
 market and economic conditions, as   in non-investment grade debt
 well as, trends, yields, interest    securities. For the period January
 rates and change in fiscal and       1, 2001 to December 31, 2005, the
 monetary policies. In selecting      Portfolio investment in non-
 equity investments, the portfolio    investment grade debt securities
 managers seeks companies whose       has ranged from 0.08% to 0.96%. As
 stock prices are undervalued and     of 12/31/05 the Portfolio had
 that provide the potential for       invested 0.56% of its assets in
 attractive returns. The portfolio    non-investment grade debt
 managers will purchase debt          securities. The Portfolio may
 securities for both capital          invest up to 20% of its net assets
 appreciation and income, and to      in foreign securities and may have
 provide portfolio diversification.   exposure to foreign currencies
Principal Risks:                      through its investments in these
 Market Risk                  securities. As of 12/31/05, the
 Market Capitalization Risk   weighting of investments in
 Investment Style Risk        foreign securities was 5.73%. The
 Interest Rate Risk           Portfolio focus on undervalued
 Credit Risk                  equity securities issued by
 Foreign Investment Risk      companies with large market
 Other Risks: The value of    capitalizations ($5 billion or
 convertible securities in which      more).
 the fund invests may also be        Principal Risks:
 affected by market interest rates,   Market Risk
 the risk that the issuer may         Market Capitalization Risk
 default on interest or principal     Investment Style Risk
 payments and the value of the        Interest Rate Risk
 underlying stock into which these    Credit Risk
 securities may be converted.         Foreign Investment Risk
Alger American Balanced Portfolio--
 seeks current income and long-term
 capital appreciation. The
 Portfolio primarily invests in
 equity securities of large market
 capitalization companies, such as
 common or preferred stock, which
 are listed on U.S. exchanges or in
 the over-the-counter market. The
 Portfolio focuses on stocks of
 companies with growth potential.
 Under normal circumstances, at
 least 25% of the Portfolio's net
 assets are invested in fixed-
 income senior securities. The
 Portfolio does not invest in non-
 investment grade debt securities.
 The Portfolio may invest up to 20%
 of its assets in foreign
 securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
Balanced Portfolio--seeks long-term
 capital growth, consistent with
 preservation of capital and
 balanced by current income. The
 Portfolio normally invests 50-60%
 of its assets in equity securities
 of any market capitalization
 companies selected primarily for
 their growth potential, these
 include common stocks, preferred
 stocks, convertible securities, or
 other securities selected for
 their growth potential. The
 Portfolio also invests 40-50% of
 its assets in securities selected
 primarily for their income
 potential, which primarily will
 include fixed-income securities.
 The Portfolio normally invests at
 least 25% of its assets in fixed-
 income senior securities. The
 Portfolio will limit its
 investments in high-yield/high-
 risk bonds to less than 35% of its
 net assets. There are no limits on
 the countries in which the
 Portfolio may invest and the
 Portfolio may at times have
 significant foreign exposure. The
 Portfolio may not invest more than
 15% of its total assets in
 illiquid securities. Other types
 of investments that the Portfolio
 may invest its assets in include:
 Indexed/structured securities;
 options; futures; forwards; swap
 agreements; participatory notes;
 short sales; ``against the box''
 and when issued, delayed delivery
 or forward commitment securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     High-Yield Debt
     Security Risk
     Other Risk:
     Derivatives Risk

[[Page 18424]]


Equity and Income Portfolio--seeks
 both capital appreciation and
 current income. Under normal
 circumstances, at least 80% of the
 Portfolio's assets will be
 invested in income producing
 equity securities (including
 common stocks, preferred stocks
 and convertible securities) and
 investment grade fixed-income
 securities (including securities
 rated BBB or higher by Standard's
 & Poors or Baa or higher by
 Moody's Investors Service, Inc. or
 unrated securities determined by
 the Adviser to be of comparable
 quality). The Portfolio generally
 does not invest in non-investment
 grade debt securities. The
 Portfolio, under normal market
 conditions will invest at least
 65% of its total assets in income-
 producing equity securities of
 large market capitalization
 companies (including without
 limitation common or preferred
 stocks, interest paying
 convertible debentures or bonds,
 or zero coupon convertible
 securities). The Portfolio may
 purchase and sell certain
 derivative instruments, such as
 options, futures contracts and
 options on futures contracts. The
 Portfolio intends to diversify its
 investments among various
 industries, although it may invest
 up to 25% of its total assets in a
 particular industry at any one
 time. The Portfolio may invest up
 to 25% of its total assets in
 securities of foreign issuers.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     Other Risks: The
     prices of convertible
     securities are affected by
     changes similar to those of
     equity and fixed income
     securities. The value of a
     convertible security tends to
     decline as interest rates rise
     and, because of the conversion
     features, tend to vary with
     fluctuations in the market
     value of the underlying equity
     security.
     Other Risks:
     Derivatives Risks
MFS Total Return Series--seeks
 above average in consistent with
 the prudent employment of capital.
 The Series' secondary objective is
 to provide reasonable opportunity
 for growth of capital and income.
 The Series is a ``balanced fund''
 and invests in a combination of
 equity and fixed-income
 securities. Under normal market
 conditions the Series invests at
 least 40%, but not more than 75%
 of its net assets in common stocks
 and related securities (including,
 preferred stock, bonds, warrants
 or rights convertible into stock,
 and depositary receipts). At least
 25% of the Portfolio's net assets
 is normally invested in non-
 convertible fixed-income
 securities (including, U.S.
 government securities, mortgage-
 backed, collateralized mortgage
 obligations securities and
 corporate bonds). The Series is
 permitted to invest in foreign
 securities and non-investment
 grade debt securities. The manager
 of the Series is also the manager
 of the Replacement Fund.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Styles Risk
     Foreign Investment
     Risk
     High-Yield Debt
     Security Risk
     Credit Risk
     Interest Rate Risk
     Other Risks:
     Derivatives Risk
VIP Asset Manager Portfolio--seeks
 a high total return with reduced
 risk over the long term by
 allocating its assets among stocks
 and bonds of large market
 capitalization companies and short
 term instruments. The Portfolio
 maintains a neutral mix over time
 of 50% of assets in stocks, 40% of
 assets in bonds, and 10% of assets
 in short-term money market
 instruments. The Portfolio may
 adjust the allocation among the
 asset classes gradually within the
 following ranges: stock class (30%-
 70%), bond class (20%-60%), and
 short-term and money market class
 (0%-50%). The portfolio manager
 selects issuers based on an
 evaluation of the security's
 current price relative to
 estimated long-term value. The
 Portfolio may invest up to 50% of
 its net assets in foreign
 securities. The Portfolio may
 invest up to 15% of its assets in
 non-investment grade debt
 securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk

[[Page 18425]]


     Investment Styles Risk
     Foreign Investment
     Risk
     High Yield Debt
     Security Risk
     Credit Risk
     Interest Rate Risk
AllianceBernstein Growth and Income  Lord Abbett Growth and Income
 Portfolio--seeks long-term growth    Portfolio--seeks long-term growth
 of capital through investments       of capital and income without
 primarily in dividend-paying         excessive fluctuation in market
 common stocks of good quality. The   value. The Portfolio normally
 Portfolio primarily invests in       invests 80% of its net assets in
 dividend-paying common stocks of     equity securities of large (at
 large, well-established ``blue-      least $5 billion of market
 chip'' companies. The Fund may       capitalization), seasoned U.S. and
 also invest in foreign securities.   multinational companies that are
 Although there are no stated         believed to be undervalued. The
 limits on investment in foreign      Portfolio may also invest in
 securities, for the period January   foreign securities up to 10% of
 1, 2001 to December 31, 2005,        its assets. As of 12/31/05, 7.3%
 investment in foreign securities     of the Portfolio's assets was
 ranged from 0% to 2.64%. As of 12/   invested in foreign securities.
 31/05, investments in foreign       Principal risks:
 securities was 0%. Since the         Market Risk
 purchase of foreign securities       Market Capitalization Risk
 entails certain political and        Investment Style Risk
 economic risks, the Fund restricts   Foreign Investment Risk
 its investments in these
 securities to issues of high
 quality. The Fund also may invest
 in fixed-income securities and
 convertible securities. The Fund
 also may try to realize income by
 writing covered call options
 listed on domestic securities
 exchanges. The Fund also may:
 invest in non-dividend paying
 stocks; purchase and sell
 financial forward and futures
 contracts and options on these
 securities for hedging purposes;
 make loans of portfolio securities
 up to 33\1/3\% of its total assets
 (including collateral for any
 security loaned); and invest up to
 10% of its total assets in
 illiquid securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     Other Risk:
     Derivatives Risk
(Lord Abbett Series Fund) Growth
 and Income Portfolio--seeks long-
 term growth of capital and income
 without excessive fluctuations in
 market price. Under normal
 circumstances the Portfolio will
 invest at least 80% of its net
 assets in equity securities
 (including, common stocks,
 preferred stocks, convertible
 securities, warrants and similar
 investments) of large, seasoned
 U.S. and multinational companies.
 The Portfolio invests primarily in
 the securities of companies that
 fall within the market
 capitalization range of the
 Russell 1000 Index (between $471
 million to $352 billion). The
 Portfolio may also invest up to
 10% of its assets in the
 securities of foreign issuers,
 (the Portfolio does not consider
 American Depositary Receipts
 (``ADRs'') as a foreign security).
 As of 12/31/05, 7.3% of the
 Portfolio's assets was invested in
 foreign securities. The manager of
 the Portfolio also manages the
 Replacement Fund.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Foreign Investment
     Risk
Mutual Shares Securities Fund--
 seeks capital appreciation. Income
 is a secondary goal. The Fund
 invests at least 65% of its assets
 in equity securities believed to
 be undervalued. The Fund invests
 primarily in medium- and large-
 capitalization companies with a
 market capitalization greater than
 $1.5 billion. The Fund may also
 invest between 25-50% of its
 assets in small-capitalization
 companies. The Fund may invest up
 to 35% of its assets in foreign
 securities, which may include
 sovereign debt and participations
 in foreign government debts. As of
 12/31/05, 34% of the Portfolio's
 assets was invested in foreign
 securities. The Fund may from time
 to time attempt to hedge against
 currency risk using forward
 foreign currency exchange
 contracts. The Fund may also
 engage from time to time in an
 arbitrage strategy where it
 simultaneously purchases a
 security and sells another
 security short. The Fund may also
 invest in the securities of
 distressed companies, including
 bank debt, lower-rated or
 defaulted debt securities,
 comparable unrated debt
 securities, or other indebtedness
 of such companies.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     High-Yield Debt
     Security Risk
     Foreign Investment
     Risk

[[Page 18426]]


     Credit Risk
     Other Risk:
     Derivatives Risk
Oppenheimer Main Street Fund/VA--
 seeks high total return (which
 includes growth in the value of
 its shares as well as current
 income). The Fund invests mainly
 in common stocks of U.S. companies
 of different capitalization
 ranges, presently focusing on
 large-capitalization issuers. The
 Fund does not currently emphasize
 investments in debt securities but
 may invest in them, including debt
 securities rated below investment
 grade (or, if unrated, determined
 by the investment adviser to be of
 comparable quality). The Fund may
 invest in other equity securities
 including, preferred stocks and
 convertible securities. The Fund
 may also invest in foreign equity
 and debt securities including
 those rated below investment grade
 by a nationally recognized ratings
 organization. Although there are
 no stated limits on investment in
 foreign securities, for the period
 January 1, 2001 to December 31,
 2005, investment in foreign
 securities ranged from 1.0% to
 3.8%. As of 12/31/05, investments
 in foreign securities was 1.2%.
 The Fund may also invest in a
 number of different kinds of
 derivative instruments, including
 exchange-traded options, futures
 contracts, mortgage-related
 securities and other hedging
 instruments.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     High-Yield Security
     Risk
     Foreign Investment
     Risk
     Other Risk:
     Derivatives Risk
VIP Growth and Income Portfolio--
 seeks high total return through a
 combination of income and capital
 appreciation. Normally, the
 Portfolio invests a majority of
 its assets in common stocks with a
 focus on those that pay current
 dividends or show a potential for
 capital appreciation. Portfolio
 may invest in growth or value
 stocks of foreign and domestic
 issuers. Although there are no
 stated limits on investment in
 foreign securities, for the period
 December 31, 2002 to December 31,
 2005, investment in foreign
 securities ranged from 0.8% to
 9.5%. As of 12/31/05, investments
 in foreign securities was 9.5%.
 The Portfolio may also invest in
 bonds, including lower-quality
 debt securities, as well as stocks
 that are not currently paying
 dividends, but offer prospects for
 future income or capital
 appreciation.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     High-Yield Security
     Risk
AllianceBernstein Large Cap Growth   T. Rowe Price Large Cap Growth
 Portfolio 1--seeks growth of         Portfolio--seeks long-term growth
 capital. Normally the Portfolio      of capital and, secondarily,
 invests at least 80% of its net      dividend income. Normally, the
 assets in common stocks of large-    Portfolio invests at least 80% of
 capitalization companies (i.e.,      these assets in the common stocks
 those within the market              and other securities of large
 capitalization range of the          capitalization companies (i.e.,
 Russell 1000 Growth Index but        those within the market
 generally with a market              capitalization range of the
 capitalization of at least $5        Russell 1000 Index). The
 billion). Normally, the Portfolio    investment adviser seeks companies
 invests in about 40-60 companies,    that have the ability to pay
 with the 25 most highly regarded     increasing dividends through
 of these companies usually           strong cash flow. The Portfolio
 constituting approximately 70% of    may also purchase other
 the Portfolio's assets. The          securities, including foreign
 Portfolio may invest up to 20% of    stocks, hybrid securities and
 its assets in foreign securities.    futures and options, in keeping
 The Portfolio may also invest up     with the Portfolio's investment
 to 20% of its assets in              objective. Historically, the
 convertible securities. The          Portfolio has not invested in
 Portfolio may, but usually does      derivatives. As of 12/31/05,
 not, use derivatives.                investments in derivatives was 0%.
Principal Risks:                      The Portfolio may invest up to 30%
 Market Risk                  of its assets in foreign
 Investment Style Risk        securities, excluding American
 Market Capitalization Risk   Depositary Receipts.
 Foreign Investment Risk     Principal Risks:
 Interest Rate Risk           Market Risk
 Other Risks: Because the     Market Capitalization Risk
 Portfolio may invest its assets in   Investment Style Risk
 a small number of issuers, the       Foreign Investment Risk
 Portfolio is more susceptible to     Other Risks: Derivatives
 any single-economic, political or    Risk
 regulatory event affecting those
 issuers than is a diversified
 portfolio.

[[Page 18427]]


Appreciation Portfolio--seeks long-  ...................................
 term capital growth consistent
 with the preservation of capital;
 current income is its secondary
 goal. The Portfolio normally
 invests at least 80% of its assets
 in the common stocks of ``blue
 chip'' companies with total market
 capitalizations of more than $5
 billion. The Portfolio employs a
 ``buy-and-hold'' investment
 strategy, which has generally
 resulted in an annual portfolio
 turnover of below 15%. The
 Portfolio may invest up to 10% of
 its assets in foreign securities.
 The Portfolio does not use
 derivatives.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Foreign Investment
     Risk
(Janus Aspen Series) Growth and
 Income Portfolio--seeks long-term
 capital growth and current income.
 The Portfolio normally invests in
 common stocks. It will normally
 invest up to 75% of its assets in
 equity securities selected for
 their growth potential and at
 least 25% of its assets in
 securities the portfolio manager
 believes have income potential.
 The Portfolio may invest
 significantly in foreign
 securities. The Portfolio will
 limit its investments in high-
 yield/high-risk bonds to less than
 35% of its net assets. The
 Portfolio may also invest in the
 following securities: Indexed/
 structured securities; options;
 futures; swap agreements;
 participatory notes and other
 types of derivatives; short sales
 ``against the box''; and
 securities purchased on a when-
 issued, delayed delivery or
 forward commitment basis. As of
 June 30, 2005, the Portfolio held
 no high-yield/high-risk bonds.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investments
     Risk
     High-Yield Debt
     Security Risk
     Other Risk: Derivative
     Risk
VIP Growth Portfolio \2\--seeks
 capital appreciation. Normally,
 the Portfolio invests at least 80%
 of its assets in common stocks of
 foreign and domestic issuers that
 have above average growth
 potential. The Portfolio may
 invest up to 50% of its assets in
 the securities of foreign issuers.
 The Portfolio may also use various
 techniques, such as buying and
 selling futures contracts, and
 exchange traded funds to increase
 the Portfolio's exposure to
 changing securities prices or to
 other factors that affect security
 values.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Foreign Investments
     Risk
     Other Risk:
     Derivatives Risk
Delaware VIP REIT Series ,\13\--     Neuberger Berman Real Estate
 seeks long-term total return, and    Portfolio--seeks total return
 a secondary objective of capital     through investment in real estate
 appreciation. The Series is non-     securities, emphasizing both
 diversified. Under normal            capital appreciation and current
 circumstances the Series will        income. The Portfolio is non-
 invest at least 80% of its net       diversified. The Portfolio
 assets in securities of real         invests, normally, at least 80% of
 estate investment trusts. The        its assets in equity securities of
 Series may also invest in the        real estate investment trusts and
 equity securities of real estate     other securities issued by real
 industry operating companies. The    estate companies. The Portfolio
 Series may invest up to 10% of its   may invest up to 20% of its assets
 net assets in foreign securities,    in investment grade or non-
 not including American Depositary    investment grade (minimum rating
 Receipts. The Series may also        of B) debt securities.
 invest in convertible securities,   Principal Risks:
 debt and non-traditional equity      Market Risk
 securities, options an futures;      Real Estate Investment
 repurchase agreements; restricted    Risk
 securities; illiquid securities;     Interest Rate Risk
 and when issued or delayed           Credit Risk
 delivery securities.                 High-Yield Debt Security
Principal Risks:                      Risk
 Market Risk                  Market Capitalization Risk
 Interest Rate Risk           Investment Style Risk
 Real Estate Investment       Other Risks: Because the
 Risk                                 Portfolio may invest its assets in
 Foreign Investment Risk      a small number of issuers, the
 Other Risks: Because the     Portfolio is more susceptible to
 Series may invest its assets in a    any single-economic, political or
 small number of issuers, the         regulatory event affecting those
 Series is more susceptible to any    issuers than is a diversified
 single-economic, political or        portfolio.
 regulatory event affecting those
 issuers than is a diversified
 portfolio
 Other Risk: Derivatives
 Risk

[[Page 18428]]


U.S. Real Estate Portfolio--seeks
 above average current income and
 long-term capital appreciation.
 The Portfolio is non-diversified.
 Under normal circumstances, at
 least 80% of the Portfolio's
 assets will be invested in equity
 securities of companies in the
 U.S. real estate industry, which
 includes real estate investment
 trusts and real estate operating
 companies. The portfolio manager
 uses a value-driven approach to
 its bottom-up security selection
 approach.
Principal Risks:
 Market Risk
 Investment Style Risk
 Interest Rate Risk
 Real Estate Investment
 Risk
 Other Risks: Because the
 Portfolio may invest its assets in
 a small number of issues, the
 Portfolio is more susceptible to
 any single-economic, political or
 regulatory event affecting those
 issuers than is a diversified
 portfolio
Mercury Global Allocation V.I.       Oppenheimer Global Equity
 Fund--seeks high total investment    Portfolio--seeks capital
 returns (which includes a            appreciation. Under normal
 combination of capital               circumstances the portfolio
 appreciation and investment          invests at least 80% of its net
 income). The Fund invests in         assets in equity securities. The
 equity, debt and money market        Portfolio seeks broad portfolio
 securities. The Fund may invest up   diversification in different
 to 35% of its net assets in debt     countries to help moderate the
 securities rated below investment    special risks of foreign
 grade corporate loans and            investing. The Portfolio may
 ``distressed securities.''           invest without limitation in
 Generally, the Fund seeks            foreign securities, including
 diversification across markets,      developing and emerging markets.
 countries, industries and issuers    The Portfolio emphasizes its
 as one of its strategies to reduce   investments in developed markets
 volatility. Although the Fund has    such as the United States, Western
 no geographical restrictions on      european countries and Japan. The
 its investments it typically         Portfolio does not intent to
 invests in the securities of the     invest more than five percent of
 companies and governments of North   its net assets in debt securities
 and South America, Europe and the    including below investment grade
 Far East. As of June 30, 2005,       securities. The Portfolio may also
 approximately 58% of the             use derivatives to hedge or
 Portfolio's assets was invested in   protect its assets from
 equity securities and                unfavorable shift in securities
 approximately 19.85% in debt         prices or interest rates, to
 securities and the remainder is      maintain exposure to broad equity
 invested in cash or cash             markets or, for speculative
 equivalents. Below investment        purposes to enhance return.
 grade debt securities amounted to    However, for the past 5 years the
 7.15%.                               portfolio has almost never used
Principal Risks:                      derivatives.
 Market Risk                 Principal Risks:
 Interest Rate Risk           Market Risk
 Credit Risk                  Investment Style Risk
 Investment Style Risk        Foreign Investment Risk
 Foreign Investment Risk      Market Capitalization Risk
 High-Yield Debt Security     Other Risks: Derivative
 Risk                                 Risk
Global Franchise Portfolio--seeks
 long-term capital appreciation.
 The Portfolio invests primarily in
 equity securities of any size
 issuers located throughout the
 world that are believed to have,
 among other things, resilient
 business franchise and growth
 potential. Under normal market
 conditions the Portfolio will
 invest in securities of issuers
 from at least three different
 countries, including both
 developed and emerging market
 countries, and which may include
 the United States. Securities are
 selected on a global basis with a
 strong bias towards value. The
 Portfolio is non-diversified and
 may concentrate its holdings in a
 relatively small number of
 companies and may invest up to 25%
 of its assets in a single issuer.
Principal Risks
 Market Risk
 Investment Style Risk
 Foreign Investment Risk
 Market Capitalization Risk
 Investment Style Risk
 Other Risks: Because the
 Portfolio may invest its assets in
 a small number of issuers, the
 portfolio is more susceptible to
 any single-economic, political or
 regulatory event affecting those
 issuers than is a diversified
 portfolio.
Oppenheimer Global Securities Fund/
 VA--seeks long-term capital
 appreciation. The Fund invests a
 substantial portion of its assets
 in the common stock and other
 equity securities (including
 preferred stocks and convertible
 securities) of foreign issuers,
 ``growth-type'' companies,
 cyclical industries and special
 situations that are considered to
 have appreciation possibilities.
 The Fund may invest in both
 developed and emerging markets and
 will normally invest in at least
 three different countries (one of
 which may be the United States).
 Typically the Fund invests in a
 number of different countries. The
 Fund may invest in the securities
 of issuers of any market
 capitalization range. The Fund can
 also use hedging instruments and
 certain derivative investments to
 try and manage investment risks.

[[Page 18429]]


Principal Risks:
 Market Risk
 Market Capitalization Risk
 Investment Style Risk
 Foreign Investment Risk
 Credit Risk
 Other Risks: Derivatives
 Risk
Templeton Growth Securities Fund--
 Seeks long term capital growth.
 The Fund invests mainly in equity
 securities of companies located
 anywhere in the world, including
 those in the U.S. and emerging
 markets. The Fund may invest
 without limitation in foreign
 securities. Up to 15% of the
 Fund's net assets may be invested
 in debt securities, including 10%
 of net assets in debt securities
 rated below investment grade. The
 Fund may also invest up to five
 percent of its assets in swap
 agreements, put and call options
 and collars. The portfolio manager
 investment philosophy is ``bottom-
 up'', value-oriented and long-
 term. The Fund may from time to
 time have significant investments
 in particular countries or in
 particular sectors.
Principal Risks:
     Market Risk
     Investment Style Risk
     Foreign Investment
     risk
     Other Risks:
     Derivatives Risk
     Other Risks: By
     focusing on investments in
     particular countries or
     sectors from time to time, the
     Fund carries greater risks of
     adverse developments in a
     country or sector than a fund
     that always invests in a wide
     variety of countries and
     sectors.
Mercury Value Opportunities V.I.     Third Avenue Small Cap Value
 Fund \4\--seeks long-term growth     Portfolio--seeks long-term capital
 of capital. The fund primarily       appreciation. Normally, the
 invests in common stock of small-    Portfolio, which is non-
 cap companies and emerging growth    diversified, invests at least 80%
 companies that Fund management       of its net assets in equity
 believes have special investment     securities of small companies
 value. The Fund tries to choose      whose market capitalization is no
 investments that will increase in    greater than nor less than the
 value. The Fund also seeks to        range of capitalization of
 invest in emerging growth            companies in the Russell 2000
 companies that occupy dominant       Index or the S&P Small Cap 600
 positions in developing              Index. The Portfolio seeks to
 industries, have strong management   acquire common stocks of well-
 and demonstrate successful product   financed companies at a
 development and marketing            substantial discount to what the
 capabilities. The Fund can invest    investment adviser believes is
 up to 30% of its assets in foreign   their true value. The Portfolio
 securities including securities of   may invest up to 25% of its assets
 emerging market issuers.             in foreign securities. As of
Principal Risks:                      December 31, 2005, 11.4% of the
 Market Risk                  Portfolio's assets were invested
 Market Capitalization Risk   in foreign securities.
 Investment Style Risk       Principal Risks:
 Foreign Investment Risk      Market Risk
Lazard Retirement Small Cap           Market Capitalization Risk
 Portfolio \5\--seeks long-term       Investment Style Risk
 capital appreciation. Under normal   Foreign Investment Risk
 circumstances, at least 80% of the  Other Risks: Because the Portfolio
 Portfolio's assets are invested in   may invest its assets in a small
 equity securities, primarily         number of issuers, the Portfolio
 common stock of small-cap            is more susceptible to any single-
 companies with market                economic, political or regulatory
 capitalizations within the range     event affecting those issuers than
 of the companies included in the     is a diversified portfolio.
 Russel 2000 Index. The portfolio
 manager looks for companies that
 are undervalued relative to their
 earnings, cash flow, asset values
 or other measures of value.The
 Portfolio may also invest up to
 20% of its assets in equity
 securities of larger U.S.
 companies. The Portfolio
 occasionally invests in foreign
 securities. There are no stated
 limits for investments in foreign
 securities. For the period
 December 31, 2001 to December 31,
 2005, the Portfolio's investment
 in foreign securities ranged from
 0% to 3.4% of its assets. As of
 December 31, 2005,the weighting of
 investments in foreign securities
 was 0.07%.
Principal Risks:
 Market Risk
 Market Capitalization Risk
     Investment Style Risk

[[Page 18430]]


Mid-Cap Value Portfolio--seeks       Lord Abbett Mid-Cap Value
 capital appreciation through         Portfolio--seeks capital
 investments, primarily in equity     appreciation through investments,
 securities, which are believed to    primarily in equity securities,
 be undervalued in the marketplace.   which are believed to be
 The Portfolio invests at least 80%   undervalued in the marketplace.
 of its assets in mid-sized           The Portfolio invests at least 80%
 companies with a capitalization      of its assets in mid-sized
 range of the companies in the        companies in the Russell Mid Cap
 Russell Mid Cap Index, as of         Index which is roughly $500
 February 28, 2005 the market         million to $10 billion. The
 capitalization range of the          Portfolio invests primarily in
 Russell Mid Cap Index was $564       common stocks, including
 million to $37 billion. The          convertible securities, of
 portfolio invests primarily in       companies with good prospects for
 common stocks, including             improvement in earning trends or
 convertible securities, of           asset values that are not yet
 companies with good prospects for    fully recognized. The Portfolio
 improvement in earning trends or     may invest up to 10% of its assets
 asset values that are not yet        in foreign securities.
 fully recognized. The Portfolio     Principal Risks:
 may invest up to 10% of its assets   Market Risk
 in foreign securities. The manager   Market Capitalization Risk
 of the Portfolio also manages the    Investment Style Risk
 Replacement Fund.                    Foreign Investment Risk
Principal Risks:
 Market Risk
 Market Capitalization Risk
 Investment Style Risk
 Foreign Investment Risk
Oppenheimer Capital Appreciation     Oppeheimer Capital Appreciation
 Fund/VA--seeks capital               Portfolio--seeks capital
 appreciation by investing in         appreciation. The Portfolio mainly
 securities of well-known             invests in common stocks of growth
 established companies. The Fund      companies of any market
 invests mainly in the common stock   capitalization. The Portfolio
 of ``growth companies'' of any       currently focuses on the
 market capitalization. The Fund      securities of mid-cap and large-
 currently focuses on the             cap companies. The Portfolio may
 securities of mid-cap and large-     also invest up to 35% of its
 cap companies and will not invest    assets in the securities of
 more than 25% of its assets in any   foreign issuers.
 one industry. The Fund may also     Principal Risks:
 invest up to 35% of its assets in    Market Risks
 the securities of foreign issuers.   Foreign Investment Risk
 The manager of the Fund also         Market Capitalization Risk
 manages the Replacement Fund.        Investment Style Risk
Principal Risk:
 Market Risk
 Foreign Investment Risk
 Market Capitalization Risk
 Investment Style Risk
MFS Money Market Series--seeks as    Black Rock Money Market Portfolio--
 high a level of current income as    seeks a high level of current
 is considered consistent with the    income consistent with
 preservation of capital and          preservation of capital. The
 liquidity. The Series invests in     Portfolio invests in the highest
 high quality money market            quality money market obligations
 obligations including U.S.           including commercial paper and
 government securities,               asset-backed securities. The
 certificates of deposit,             Portfolio may also invest in U.S.
 commercial paper, certificates of    dollar-denominated securities
 deposit, commercial paper,           issued by foreign companies or
 municipal securities and other       banks or their U.S. affiliates.
 short-term obligations which are    Principal Risks:
 rated within the highest credit      Market Risk
 rating. The Series may also invest   Foreign Investment Risk
 up to 35% of its total assets in     Interest Rate Risk
 short-term notes of other debt       Credit Risk
 securities that are of comparable
 high quality and liquidity. The
 Series may invest up to 20% of its
 total assets in municipal
 securities when backed by a letter
 of credit or guarantee from an
 issuing bank.
Principal Risks:
     Market Risk
     Foreign Investment
     Risk
     Interest Rate Risk
     Credit Risk
Van Kampen LIT--Money Market
 Portfolio--seeks the protection of
 capital and high current income
 through investing in money market
 instruments. The Portfolio invests
 in U.S. dollar-denominated money
 market securities, including U.S.
 government securities, bank
 obligations, commercial paper and
 repurchase agreements secured by
 such obligations. The Portfolio's
 investments are limited to those
 securities that meet maturity,
 quality and diversification
 standards with which money market
 funds must comply.
Principal Risks:
     Market Risk
     Interest Rate Risk
     Credit Risk
     Investment Style Risk

[[Page 18431]]


MFS Strategic Income Series--seeks   Salomon Strategic Bond
 high current income by investment    Opportunities Portfolio--seeks to
 in fixed-income securities.          maximize total return consistent
 Significant capital appreciation     with preservation of capital.
 is the secondary objective. At       Under normal circumstances, the
 least 65% of its assets are          Portfolio invests at least 80% of
 invested in U.S. government          its assets in U.S. investment
 securities, foreign government       grade securities including U.S.
 securities, mortgage- and asset-     government securities, U.S. and
 backed securities, corporate bonds   foreign high-yield debt, including
 (including up to 100% of its         securities of emerging market
 assets in junk bonds) and emerging   issuers and foreign government
 market securities. The Series may    securities. Up to 100% of the
 invest in derivative securities      Portfolio's assets may be invested
 including futures and forward        in high-yield, high risk foreign
 contracts, options on futures        securities. The Portfolio may
 contracts, foreign currencies,       attempt to avoid the risk of an
 securities and bond indices,         unfavorable shift in currency
 structured notes and indexed         overnight rates by entering into
 securities, and swaps, caps,         forward contracts or buying or
 floors and collars. The Series is    selling a futures contract and
 non-diversified.                     options on futures contracts. The
Principal Risks:                      Portfolio may also purchase
 Market Risk                  futures contract or options on
 Interest Rate Risk           futures contracts to maintain
 Foreign Investment Risk      exposure to the broad fixed-income
 Credit Risk                  markets.
 High-Yield Debt Security    Principal Risks:
 Risk                                 Market Risk
 Other Risks: Because the     Interest Rate Risk
 Series may invest its assets in a    Credit Risk
 small number of issuers, the         Foreign Investment Risk
 Series is more susceptible to any    High-Yield Debt Security
 single-economic, political or        Risk
 regulatory event affecting those     Other Risks: Derivatives
 issuers than is a diversified        Risk
 portfolio.
 Other Risks: Derivatives
 Risk
MFS Emerging Growth Series \6\--     Janus Aggressive Growth Portfolio--
 seeks to provide long-term growth    seeks long-term growth of capital.
 of capital. Normally the Series      The Portfolio invests primarily in
 invests at least 65% of its net      common stocks selected for their
 assets in common stocks and          growth potential. Investments may
 related securities of emerging       be made in companies of any size.
 growth companies of any size         The Portfolio may invest without
 (currently invests primarily in      limit in foreign securities and up
 large-cap companies). The Series     to 10% of its assets in high-yield/
 may invest in securities listed on   high risk debt securities.
 a securities exchange or in the      Although there is no stated limit
 over-the-counter markets. The        for investment in foreign
 Series may invest in foreign         securities, for the period
 securities including emerging        February 2001 to December 31,
 market securities. The Series may    2005, the Portfolio's investments
 also use derivatives including       in foreign securities ranged from
 forward contracts and futures        3.10% to 24.6%. As of 12/31/05,
 contracts. The Series may invest     the weighting of investments in
 up to five percent of its assets     foreign securities was 23.0%. The
 in non-investment grade debt         Adviser actively manages foreign
 securities, but generally does not   currency exposure through the use
 do so. As of December 31, 2005,      of forward foreign currency
 there were 123 securities in the     exchange contracts, in conjunction
 Series.                              with stock selection, in an
Principal Risks:                      attempt to protect and possibly
 Market Risk                  enhance the Portfolio's market
 Market Capitalization Risk   value. As of 12/31/05, the
 Investment Style Risk        Portfolio had 0% of its
 Foreign Investment Risk      investments in derivatives. The
 Other Risks: Derivatives     Portfolio is non-diversified. At
 Risk                                 December 31, 2005 there were 86
Van Kampen LIT Emerging Growth        securities in the investment
 Portfolio \7\--seeks capital         portfolio. At December 31, 2005
 appreciation. The Portfolio          none of the Portfolio's assets
 invests primarily in companies       were invested in high-yield high
 considered by the Portfolio's        risk debt securities. For the
 investment adviser to be emerging    period December 31, 2001 to
 growth companies. The investment     December 31, 2005, the Portfolio's
 adviser seeks companies that it      investments in high-yield high
 expects have rates of earnings       risk debt securities ranged from
 growth that will accelerate, or      0% to 2.4%.
 whose rates of earnings growth are  Principal Risks:
 expected to exceed that of the       Market Risk
 overall economy. The Portfolio       High-Yield Debt Security
 invests in companies of any size,    Risk
 including larger, more established   Market Capitalization Risk
 companies or smaller, developing     Investment Style Risk
 companies. The Portfolio may         Foreign Investment Risk
 invest up to 25% of its total        Interest Rate Risk
 assets in securities of foreign      Credit Risk
 issuers. As of 12/31/05, the         Other Risks: Because the
 Portfolio had 5.7% invested in       Portfolio may invest its assets in
 foreign securities. The Portfolio    a small number of issuers, the
 may purchase and sell derivative     Portfolio is more susceptible to
 investments, such as options,        any single-economic, political or
 futures contracts and options on     regulatory event affecting those
 futures contracts. As of 12/31/05,   issuers than is a diversified
 the Portfolio has 0% of its          portfolio.
 investments in derivatives. As of    Other Risks: Derivatives
 December 31, 2005, there were 104    Risk
 securities in the Portfolio.
Principal Risks:
 Market Risk
 Market Capitalization Risk
 Credit Risk
 Investment Style Risk
 Foreign Investment Risk
 Other Risk: Derivatives
 Risk
------------------------------------------------------------------------
1 With respect to AllianceBernstein Large Cap Growth Portfolio and T.
  Rowe Price Large Cap Growth Portfolio, although income is not a stated
  objective of AllianceBernstein Large Cap Growth Portfolio,
  approximately 52% of the Portfolio's assets are invested in dividend
  paying securities. Moreover, at June 30, 2005, 4 of the top 10
  securities held by Alliance-Bernstein Large Cap Growth Portfolio are
  held by T. Rowe Price Large Cap Growth Portfolio. AllianceBernstein
  Large Cap Growth Portfolio's dividend yield as of June 30, 2005 was
  0.45% T. Rowe Price Large Cap Growth Portfolio's dividend yield as of
  June 30, 2005 was 1.00%.
\2\ With respect to VIP Growth Portfolio and T. Rowe Price Large Cap
  Growth Portfolio, although income is not a stated objective of VIP
  Growth Portfolio, approximately 71.7% of the Portfolio's assets are
  invested in dividend paying securities. Moreover, at June 30, 2005, 5
  of the top 10 securities held by VIP Growth Portfolio are held by T.
  Rowe Price Growth Stock Portfolio. VIP Growth Portfolio's dividend
  yield as of June 30, 2005 was 0.50%. T. Rowe Price Large Cap Growth
  Portfolio's dividend yield as of June 30, 2005 was 1.00%.
\3\ As of June 30, 2005, neither Delaware VIP REIT Series, U.S. Real
  Estate Portfolio nor Neuberger Berman Real Estate Portfolio had any
  investments in mortgage-backed securities or debt securities including
  in non-investment grade debt securities. Each Portfolio had over 96.3%
  of its assets invested in real estate investment trusts or common
  stock equities with the balance in cash and repurchase agreements.

[[Page 18432]]


\4\ Although Third Avenue Small Cap Value Portfolio is classified as a
  non-diversified fund, its investments are similar to a diversified
  fund. As of 12/31/05, Third Avenue Small Cap Portfolio's top ten
  holdings amounted to 20.95% with no portfolio holdings in excess of
  2.8%. Mercury Value Opportunities V.I. Fund's top ten holdings at 12/
  31/05 amounted to 18.4% of its portfolio with no holding in excess of
  2.9%. Third Avenue Small Cap Value Portfolio will continue to be
  managed as a diversified portfolio indefinitely.
\5\ Although Third Avenue Small Cap Value Portfolio is classified as a
  non-diversified fund, its investments are similar to a diversified
  fund. As of 12/31/05, Third Avenue Small Cap Portfolio's top ten
  holdings amounted to 20.95% with no portfolio holding in excess of
  2.8%. Lazard Retirement Small Cap Portfolio's top ten holdings at 12/
  31/05 amounts to 12.5% with no portfolio holding in excess of 1.5%.
  Third Avenue Small Cap Value Portfolio will continue to be managed as
  a diversified portfolio indefinitely.
\6\ Although Janus Aggressive Growth Portfolio is classified as a non-
  diversified fund, its investments are similar to a diversified fund.
  As of 12/31/05, Janus Aggressive Growth Portfolio's top ten holdings
  amounted to 24.61% with no portfolio holding in excess of 3.83%. MFS
  Growth Series' top ten holding at 12/31/05 amounted to 21.51% with no
  portfolio holding in excess of 2.43%. Janus Aggressive Growth
  Portfolio will continue to be managed as a diversified portfolio
  indefinitely.
\7\ Although Janus Aggressive Growth Portfolio is classified as a non-
  diversified fund, its investments are similar to a diversified fund.
  As of 12/31/05, Janus Aggressive Growth Portfolio's top ten holdings
  amounted to 24.61% with no portfolio holding in excess of 3.83%. Van
  Kampen LIT Emerging Growth Portfolio's top ten holdings at 12/31/05
  amounted to 17.46% with no portfolio holding in excess of 2.43%. Janus
  Aggressive Growth Portfolio will continue to be managed as a
  diversified portfolio indefinitely.

Description of the Contracts

    105. The annuity contracts are individual and group flexible 
premium fixed and variable deferred annuity contracts. The annuity 
contracts provide for the accumulation of values on a variable basis, 
fixed basis, or both, during the accumulation period, and provide 
settlement or annuity payment options on a variable basis, fixed basis, 
or both. The immediate annuity contracts provide for a series of 
payments under various pay-out types on a variable basis, fixed basis 
or both. Under the annuity contracts, the Insurance Companies reserve, 
explicitly or by implication, the right to substitute shares of one 
fund with shares of another, including a fund of a different registered 
investment company.
    106. Under the annuity contracts, the Contract owners may currently 
select between a number of variable account investment options and, 
under some Contracts, one fixed account investment option. Many of the 
Contracts provide that a maximum of 12 transfers can be made every year 
without charge or that a $10 contractual limit charge will apply or 
that no transfer charge will apply. Currently, during the accumulation 
period, Contract owners may transfer between the variable account 
options or from variable account options to fixed account options 
without limitation. Some of the Contracts have no contractual limit on 
transfers during the accumulation period. Some Contract owners may make 
transfers from the fixed account option subject to certain minimum 
transfer amounts ($500 or the total interest in the account) and 
maximum limitations. Some of the Contracts have additional restrictions 
on transfers from the fixed account to the variable account. During the 
income period or under the immediate annuity, Contract owners may 
currently make unlimited transfers among investment portfolios and from 
investment portfolios to the fixed account option. Transfers from the 
fixed account option are not permitted during the payout period. No 
fees or other charges are currently imposed on transfers for most of 
the Contracts. Under certain annuity contracts, the Insurance Companies 
reserve the right to impose additional restrictions on transfers. Any 
transfer limits will be suspended in connection with the substitutions 
as described in more detail below.
    107. The Insurance Companies issue two types of life insurance 
policies: (1) A flexible premium joint and last survivor variable life 
insurance policy and (2) a flexible premium single-life variable life 
insurance policy. Policy owners may allocate account value among the 
General Account and the available investment portfolios. The minimum 
face amount of the insurance ranges from $50,000 to $100,000 (except 
that Contracts that are exempt from registration have a minimum face 
amount of $1,000,000). Under the policies, the Insurance Companies 
reserve, explicitly or by implication, the right to substitute shares 
of one fund with shares of another, including a fund of a different 
investment company.
    108. All or part of the account value may be transferred from any 
investment portfolio to another investment portfolio, or to the General 
Account. The minimum amount that can be transferred is the lesser of 
the minimum transfer amount (which ranges from $1 to $500), or the 
total value in an investment portfolio or the General Account. Certain 
policies provide that twelve transfers in a policy year can be made 
without charge. A transfer fee of $25 is payable for additional 
transfers in a policy year, but these fees are not currently charged. 
Other policies do not currently limit the number of transfers; however, 
the Insurance Companies reserve the right to limit transfers to four or 
twelve (depending on the policy) per policy year and to impose a $25 
charge on transfers in excess of 12 per year or on any transfer.
    109. Certain policies provide that the maximum amount that can be 
transferred from the General Account in any policy year is the greater 
of:
    (a) 15% to 25% (depending on the policy) of a policy's cash 
surrender value in the General Account at the beginning of the policy 
year, or
    (b) the previous policy year's General Account maximum withdrawal 
amount, not to exceed the total cash surrender value of the policy.
    Transfers from the General Account of other policies are subject to 
similar limitations. Some policies limit the number of transfers from 
the General Account to four.
    110. Transfers resulting from policy loans are not counted for 
purposes of the limitations on the amount or frequency of transfers 
allowed in each policy year.
    111. Under the policies, the Insurance Companies reserve the right 
to impose additional restrictions on transfers. All transfer limits 
will be suspended in connection with the substitutions as described in 
more detail below.

Reasons for the Substitution

    112. The substitutions are expected to provide significant benefits 
to Contract owners, including improved selection of portfolio managers 
and simplification of fund offerings through the elimination of 
overlapping offerings. Based on generally better performance records 
and generally lower total expenses of the Replacement Funds, the 
Substitution Applicants believe that the sub-advisers to the 
Replacement Funds overall are better positioned to provide consistent 
above-average performance for their Funds than are the advisers or sub-
advisers of the Existing Funds. At the same time, Contract owners will 
continue to be able to select among a large number of funds, with a 
full range of investment objectives, investment strategies, and 
managers.
    113. Further, many of the Existing Funds are smaller than their 
respective Replacement Funds. As a result, various costs such as legal, 
accounting, printing and trustee fees are spread over a larger base 
with each Contract owner bearing a smaller portion of the cost than 
would

[[Page 18433]]

be the case if the Fund were smaller in size.
    114. Those substitutions which replace outside funds with funds for 
which either Met Investors Advisory, LLC or MetLife Advisers, LLC acts 
as investment adviser will permit each adviser, under an order of the 
Commission (``Multi-Manager Order''),\40\ to hire, monitor and replace 
sub-advisers as necessary to seek optimal performance. Met Series Fund 
and MIST have been subject to the Multi-Manager Order since 1999 and 
2000, respectively.
---------------------------------------------------------------------------

    \40\ New England Funds Trust I, et al., Investment Company 
Release No. 22824 (September 17, 1997) (order), amended by New 
England Funds Trust I, et al., Investment Company Release No. 23859 
(June 4, 1999). Under the Multi-Manager Order, Met Investors 
Advisory LLC and MetLife Advisers, LLC are each authorized to enter 
into and amend sub-advisory agreements without shareholder approval 
under certain conditions.
---------------------------------------------------------------------------

    115. In addition, Contract owners with sub-account balances 
invested in shares of the Replacement Funds will, except as follows, 
have the same or lower total expense ratios taking into account fund 
expenses (including Rule 12b-1 fees, if any) and current fee waivers. 
In the following substitutions, the total operating expense ratios of 
the Replacement Funds are higher because expenses, other than the 
management fee, are somewhat higher:

     Mercury Global Allocation V.I. Fund/Oppenheimer Global 
Equity Portfolio--total expenses of Class B shares are 16 basis points 
higher than those of Mercury Global Allocation V.I. Fund
 Templeton Growth Securities Portfolio/Oppenheimer Global 
Equity Portfolio--total expenses of Class A and Class B shares are 11 
basis points higher each than those of Templeton Growth Securities 
Portfolio
 Oppenheimer Global Securities Fund/VA/Oppenheimer Global 
Equity Portfolio--total expenses of Class B shares are 26 basis points 
higher than those of Oppenheimer Global Securities Fund/VA
 VIP Growth Portfolio/T. Rowe Price Large Cap Growth 
Portfolio--total expenses of Class A and Class B shares are each 8 
basis points higher than those of Initial Class and Service Class II 
shares of VIP Growth Portfolio, respectively

    116. In the following substitutions, the management fee of the 
Replacement Fund is higher than that of the respective Existing Fund:

 Equity and Income Portfolio/MFS Total Return Portfolio--
management fee is 11 basis points higher
 VIP Growth and Income Portfolio/Lord Abbett Growth and Income 
Portfolio--management fee is 3 basis points higher
 VIP Growth Portfolio/T. Rowe Price Large Cap Stock Portfolio--
management fee is 3 basis points higher
 VIP Asset Manager Portfolio/MFS Total Return Portfolio--
management fee is 5 basis points higher
 Balanced Portfolio/MFS Total Return Portfolio--management fee 
is 2 basis points higher

    117. The Substitution Applicants propose to limit Contract charges 
attributable to Contract value invested in the Replacement Funds 
following the proposed substitutions to a rate that would offset the 
difference in the expense ratio between each Existing Fund's net 
expense ratio for fiscal year 2005 and the net expense ratio for the 
respective Replacement Fund.
    118. Except as stated above for Contract owners with account 
balances in certain classes of 5 of the 30 funds involved in the 
substitutions, the substitutions will result in decreased net expense 
ratios (ranging from 2 basis points to 37 basis points). Moreover, 
there will be no increase in Contract fees and expenses, including 
mortality and expense risk fees and administration and distribution 
fees charged to the Separate Accounts as a result of the substitutions. 
The Substitution Applicants believe that the Replacement Funds have 
investment objectives, policies and risk profiles that are either 
substantially the same as, or sufficiently similar to, the 
corresponding Existing Funds to make those Replacement Funds 
appropriate candidates as substitutes. The Insurance Companies 
considered the performance history of the Existing Funds and the 
Replacement Funds and determined that no Contract owners would be 
materially adversely affected as a result of the substitutions.
    119. In addition, as a result of the substitutions, neither Met 
Investors Advisory, LLC, MetLife Advisers, LLC nor any of their 
affiliates will receive increased amounts of compensation from the 
charges to the Separate Accounts related to the Contracts or from Rule 
12b-1 fees or revenue sharing currently received from the investment 
advisers or distributors of the Existing Funds.
    120. MetLife Advisers, LLC or Met Investors Advisory, LLC is the 
adviser of each of the Replacement Funds. Each Replacement Fund 
currently offers, or by May 1, 2006 will offer, up to five classes of 
shares, three of which, Class A, Class B and Class F, are involved in 
the substitutions. No Rule 12b-1 Plan has been adopted for any 
Replacement Fund's Class A shares. Each Replacement Fund's Class B 
shares and Class F shares have adopted a Rule 12b-1 distribution plan 
whereby up to 0.50% and 0.50% of a Fund's assets attributable to its 
Class B shares and Class F shares, respectively, may be used to finance 
the distribution of the Fund's shares. Currently, payments under the 
plan are limited to 0.25% for Class B shares and 0.20% for Class F 
shares. The Boards of Trustees/Directors of each of MIST and Met Series 
Fund may increase payments under its plans to the full amount without 
shareholder approval.
    121. While each Replacement Fund's Class B and Class F Rule 12b-1 
fees can be raised to 0.50% and 0.50%, respectively, of net assets by 
the Fund's Board of Trustees/Directors, the Rule 12b-1 fees of 0.25% of 
the Existing Funds' shares cannot be raised by the Fund's Board of 
Trustees, without shareholder approval, except as follows:

AllianceBernstein Large Cap Growth Portfolio--can be raised by the 
Board up to 0.50%
AllianceBernstein Growth and Income Portfolio--can be raised by the 
Board up to 0.50%
Mutual Shares Securities Fund--can be raised by the Board up to 0.35%
Templeton Growth Securities Fund--can be raised by the Board up to 
0.35%
Van Kampen LIT Emerging Growth Portfolio--can be raised by the Board up 
to 0.35%
Van Kampen LIT Money Market Portfolio--can be raised by the Board up to 
0.35%

    The distributors of the Existing Funds pay to the Insurance 
Companies, or their affiliates, any 12b-1 fees associated with the 
class of shares sold to the Separate Accounts. Similarly, the 
distributors for MIST and Met Series Fund will receive from the 
applicable class of shares held by the Separate Accounts Rule 12b-1 
fees in the same amount or a lesser amount than the amount paid by the 
Existing Funds.
    122. Met Series Fund and MIST represent that, except as set forth 
in the following sentence, Rule 12b-1 fees for the Replacement Funds' 
Class B shares issued in connection with the proposed substitutions 
will not be raised above 0.25% of net assets without approval of a 
majority in interest of those Contract owners whose shares were 
involved in the proposed substitutions. For the following 
substitutions, Rule 12b-1 fees for the Replacement Funds' Class B

[[Page 18434]]

shares will not exceed the amounts set forth below:

AllianceBernstein Growth and Income Portfolio/Lord Abbett Growth and 
Income Portfolio--0.35%
Van Kampen LIT Emerging Growth Portfolio/Janus Aggressive Growth 
Portfolio--0.35%
Van Kampen LIT Money Market Portfolio/BlackRock Money Market 
Portfolio--0.35%
Mutual Shares Securities Fund/Lord Abbett Growth and Income Portfolio--
0.35%

    123. In addition, with respect to Class F shares issued in 
connection with the proposed substitutions, the 12b-1 fee of 0.20% will 
not be raised without approval of a majority in interest of those 
Contract owners whose shares were involved in the proposed 
substitutions.
    124. Appendix 1 describes each proposed substitution with respect 
to the amount of each Fund's assets, comparative performance history 
and comparative fund expenses. Performance history takes into account 
the one-, three-, five- and ten-year periods ended December 31, 2005. 
If the Replacement Fund has not been in existence for a significant 
period of time, the performance of a comparable fund managed by the 
same sub-adviser with substantially similar investment objectives and 
policies as the Replacement Fund, may be used. The Substitution 
Applicants represent that this use of comparable fund performance 
rather than a sub-adviser's applicable composite performance is not 
materially misleading. Comparative fund expenses are based on actual 
expenses including waivers for the year ended December 31, 2005 or for 
Funds commencing operations in 2005, estimated expenses including 
waivers for the year ended December 31, 2006. Where a Fund has multiple 
classes of shares involved in the proposed substitution, the expenses 
of each class are presented. Current Rule 12b-1 fees are also the 
maximum 12b-1 fees unless otherwise noted in the fee tables.
    125. The Substitution Applicants agree that for those who were 
Contract owners on the date of the proposed substitutions, the 
Insurance Companies will reimburse, on the last business day of each 
fiscal period (not to exceed a fiscal quarter) during the twenty-four 
months following the date of the proposed substitutions, the subaccount 
investing in the Replacement Fund such that the sum of the Replacement 
Fund's operating expenses (taking into account fee waivers and expense 
reimbursements) and subaccount expenses (asset-based fees and charges 
deducted on a daily basis from subaccount assets and reflected in the 
calculation of subaccount unit values) for such period will not exceed, 
on an annualized basis, the sum of the Existing Fund's operating 
expenses (taking into account fee waivers and expense reimbursements) 
and subaccount expenses for fiscal year 2005, except with respect to 
the AIM V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced 
Portfolio (Institutional Class only)/MFS Total Return Portfolio, VIP 
Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio and 
VIP Growth Portfolio (Initial Class and Service Class 2 shares only)/T. 
Rowe Price Large Cap Growth Portfolio substitutions.
    126. The Substitution Applicants agree that with respect to the AIM 
V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced Portfolio 
(Institutional Class only)/MFS Total Return Portfolio, VIP Growth and 
Income Portfolio/Lord Abbett Growth and Income Portfolio and VIP Growth 
Portfolio (Initial Class and Service Class 2 shares only)/T. Rowe Price 
Large Cap Growth Portfolio substitutions, the Insurance Companies will 
reimburse, on the last business day of each fiscal period (not to 
exceed a fiscal quarter) during the for the life of each Contract 
outstanding on the date of the proposed substitutions, the subaccount 
investing in the Replacement Fund such that the sum of the Replacement 
Fund's operating expenses (taking into account fee waivers and expense 
reimbursements) and subaccount expenses (asset-based fees and charges 
deducted on a daily basis from subaccount assets and reflected in the 
calculation of subaccount unit values) for such period will not exceed, 
on an annualized basis, the sum of the Existing Fund's operating 
expenses (taking into account fee waivers and expense reimbursements) 
and subaccount expenses for fiscal year 2005.
    127. The Substitution Applicants further agree that, except with 
respect to the AIM V.I. Basic Balanced Fund/MFS Total Return Portfolio, 
Balanced Portfolio (Institutional Class only)/MFS Total Return 
Portfolio, VIP Growth and Income Portfolio/Lord Abbett Growth and 
Income Portfolio and VIP Growth Portfolio (Initial Class and Service 
Class 2 shares only)/T. Rowe Price Large Cap Growth Portfolio 
substitutions, the Insurance Companies will not increase total separate 
account charges (net of any reimbursements or waivers) for any existing 
owner of the Contracts on the date of the substitutions for a period of 
two years from the date of the substitutions. With respect to the AIM 
V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced Portfolio 
(Institutional Class only)/MFS Total Return Portfolio, VIP Growth and 
Income Portfolio/Lord Abbett Growth and Income Portfolio and VIP Growth 
Portfolio (Initial Class and Service Class 2 shares only)/T. Rowe Price 
Large Cap Growth Portfolio substitutions, the agreement not to increase 
separate account charges will extend for the life of each Contract 
outstanding on the date of the proposed substitutions.
    128. By a supplement to the prospectuses for the Contracts and the 
Separate Accounts, each Insurance Company will notify all owners of the 
Contracts of its intention to take the necessary actions, including 
seeking the order requested by this Application, to substitute shares 
of the funds as described herein. The supplement will advise Contract 
owners that from the date of the supplement until the date of the 
proposed substitution, owners are permitted to make one transfer of 
Contract value (or annuity unit exchange) out of the Existing Fund sub-
account to one or more other sub-accounts without the transfer (or 
exchange) being treated as one of a limited number of permitted 
transfers (or exchanges) or a limited number of transfers (or 
exchanges) permitted without a transfer charge. The supplement also 
will inform Contract owners that the Insurance Company will not 
exercise any rights reserved under any Contract to impose additional 
restrictions on transfers until at least 30 days after the proposed 
substitutions. The one exception to this is that the Insurance 
Companies may impose restrictions on transfers to prevent or limit 
``market timing'' activities by Contract owners or agents of Contract 
owners. The supplement will also advise Contract owners that for at 
least 30 days following the proposed substitutions, the Insurance 
Companies will permit Contract owners affected by the substitutions to 
make one transfer of Contract value (or annuity unit exchange) out of 
the Replacement Fund sub-account to one or more other sub-accounts 
without the transfer (or exchange) being treated as one of a limited 
number of permitted transfers (or exchanges) or a limited number of 
transfers (or exchanges) permitted without a transfer charge.
    129. The proposed substitutions will take place at relative net 
asset value with no change in the amount of any Contract owner's 
Contract value, cash value, or death benefit or in the dollar value of 
his or her investment in the

[[Page 18435]]

Separate Accounts. The process for accomplishing the transfer of assets 
from each Existing Fund to its corresponding Replacement Fund will be 
determined on a case-by-case basis.
    130. In most cases, it is expected that the substitutions will be 
effected by redeeming shares of an Existing Fund for cash and using the 
cash to purchase shares of the Replacement Fund. In certain other 
cases, it is expected that the substitutions will be effected by 
redeeming the shares of an Existing Fund in-kind; those assets will 
then be contributed in-kind to the corresponding Replacement Fund to 
purchase shares of that Fund. All in-kind redemptions from an Existing 
Fund of which any of the Substitution Applicants is an affiliated 
person will be effected in accordance with the conditions set forth in 
the Commission's no-action letter issued to Signature Financial Group, 
Inc. (available December 28, 1999). In-kind purchases of shares of a 
Replacement Fund will be conducted as described below.
    131. Contract owners will not incur any fees or charges as a result 
of the proposed substitutions, nor will their rights or an Insurance 
Company's obligations under the Contracts be altered in any way. All 
expenses incurred in connection with the proposed substitutions, 
including brokerage, legal, accounting, and other fees and expenses, 
will be paid by the Insurance Companies. In addition, the proposed 
substitutions will not impose any tax liability on Contract owners. The 
proposed substitutions will not cause the Contract fees and charges 
currently being paid by existing Contract owners to be greater after 
the proposed substitutions than before the proposed substitutions. No 
fees will be charged on the transfers made at the time of the proposed 
substitutions because the proposed substitutions will not be treated as 
a transfer for the purpose of assessing transfer charges or for 
determining the number of remaining permissible transfers in a Contract 
year.
    132. In addition to the prospectus supplements distributed to 
owners of Contracts, within five business days after the proposed 
substitutions are completed, Contract owners will be sent a written 
notice informing them that the substitutions were carried out and that 
they may make one transfer of all Contract value or cash value under a 
Contract invested in any one of the sub-accounts on the date of the 
notice to one or more other sub-accounts available under their Contract 
at no cost and without regard to the usual limit on the frequency of 
transfers from the variable account options to the fixed account 
options. The notice will also reiterate that (other than with respect 
to ``market timing'' activity) the Insurance Company will not exercise 
any rights reserved by it under the Contracts to impose additional 
restrictions on transfers or to impose any charges on transfers until 
at least 30 days after the proposed substitutions. The Insurance 
Companies will also send each Contract owner current prospectuses for 
the Replacement Funds involved to the extent that they have not 
previously received a copy.
    133. Each Insurance Company also is seeking approval of the 
proposed substitutions from any state insurance regulators whose 
approval may be necessary or appropriate.

Applicants' Legal Analysis

    1. The Substitution Applicants request that the Commission issue an 
order pursuant to Section 26(c) of the Act approving the proposed 
substitutions. Section 26(c) of the Act requires the depositor of a 
registered unit investment trust holding the securities of a single 
issuer to obtain Commission approval before substituting the securities 
held by the trust. Specifically, Section 26(c) states:

    It shall be unlawful for any depositor or trustee of a 
registered unit investment trust holding the security of a single 
issuer to substitute another security for such security unless the 
Commission shall have approved such substitution. The Commission 
shall issue an order approving such substitution if the evidence 
establishes that it is consistent with the protection of investors 
and the purposes fairly intended by the policy and provision of this 
title.

    2. The Substitution Applicants note that the proposed substitutions 
appear to involve substitutions of securities within the meaning of 
Section 26(c) of the Act. The Substitution Applicants, therefore, 
request an order from the Commission pursuant to Section 26(c) 
approving the proposed substitutions.
    3. The Substitution Applicants state that the Contracts expressly 
reserve or by implication reserve to the applicable Insurance Company 
the right, subject to compliance with applicable law, to substitute 
shares of another investment company for shares of an investment 
company held by a sub-account of the Separate Accounts. The 
prospectuses for the Contracts and the Separate Accounts contain 
appropriate disclosure of this right.
    4. The Substitution Applicants note that in the case of the AIM 
V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced Portfolio 
(Institutional Class only)/MFS Total Return Portfolio, VIP Growth and 
Income Portfolio/Lord Abbett Growth and Income Portfolio and VIP Growth 
Portfolio (Initial Class and Service Class 2 shares only)/T. Rowe Price 
Large Cap Growth Portfolio substitutions, for affected Contract owners, 
the Replacement Fund's net expenses will not, for the life of the 
Contracts, exceed the 2005 net expenses of the Existing Fund. In 
addition, Contract owners with balances invested in the Replacement 
Fund will have, taking into effect any applicable expense waivers, a 
lower expense ratio in many cases and, for the others, a similar 
expense ratio. However, the Substitution Applicants, as described 
above, propose to limit Contract charges attributable to Contract value 
invested in the Replacement Funds following the proposed substitutions 
to a rate that would offset the expense ratio difference between the 
Existing Funds' 2005 net expense ratio and the net expense ratios for 
the Replacement Funds.
    5. The Substitution Applicants assert that the proposed Replacement 
Fund for each Existing Fund has an investment objective that is at 
least substantially similar to that of the Existing Fund. Moreover, the 
Substitution Applicants submit that the principal investment policies 
of the Replacement Funds are similar to those of the corresponding 
Existing Funds. In addition, the following Existing Funds are not being 
offered for new sales, but only are available as investment options 
under Contracts previously or currently offered by the Insurance 
Companies or, if available, are available only for additional 
contributions and/or transfers from other investment options under 
Contracts not currently offered: AllianceBernstein Large Cap Growth 
Portfolio, AllianceBernstein Growth and Income Portfolio, Delaware VIP 
REIT Series, Appreciation Portfolio, VIP Asset Manager Portfolio, VIP 
Growth Portfolio, Balanced Portfolio, (Janus Aspen Series) Growth and 
Income Portfolio, Growth and Income Portfolio, Mid-Cap Value Portfolio, 
Templeton Growth Securities Fund and Van Kampen LIT Emerging Growth 
Portfolio.
    6. The Substitution Applicants submit there is little likelihood 
that significant additional assets, if any, will be allocated to the 
above-listed Existing Funds and, therefore, because of the cost of 
maintaining such Funds as investment options under the Contracts, it is 
in the interest of shareholders to substitute the applicable 
Replacement Funds which are currently being offered as investment 
options by the Insurance Companies.

[[Page 18436]]

    7. In each case, the applicable Insurance Companies believe that it 
is in the best interests of the Contract owners to substitute the 
Replacement Fund for the Existing Fund. The Insurance Companies believe 
that the new sub-adviser will, over the long term, be positioned to 
provide at least comparable performance to that of the Existing Fund's 
sub-adviser.
    8. The Substitution Applicants believe that most of the assets of 
the Existing Funds belong to owners of variable annuity and variable 
life insurance contracts issued by insurance companies unaffiliated 
with MetLife. As such, Contract owners and future owners of contracts 
issued by affiliated insurance companies of MetLife cannot expect to 
command a majority voting position in any of the Existing Funds in the 
event that they, as a group, desire that an Existing Fund move in a 
direction different from that generally desired by owners of non-
MetLife affiliated contracts.
    9. In addition to the foregoing, the Substitution Applicants 
generally submit that the proposed substitutions meet the standards 
that the Commission and its staff have applied to similar substitutions 
that the Commission has in the past approved. In every proposed 
substitution except for four substitutions where expense offsets will 
be applied if the separate account level, the management fee and 
current 12b-1 fee of the Replacement Funds as well as the management 
fee and maximum 12b-1 fee, will be the same as, or lower than, those of 
the Existing Funds. Total operating expenses of the Replacement Funds 
will be similar to, or lower than those of the Existing Funds.
    10. The Substitution Applicants stated that they anticipate the 
Contract owners will be better off with the array of sub-accounts 
offered after the proposed substitutions than they have been with the 
array of sub-accounts offered prior to the substitutions. The 
Substitution Applicants believe that the proposed substitutions retain 
for Contract owners the investment flexibility which is a central 
feature of the Contracts. If the proposed substitutions are carried 
out, all Contract owners will be permitted to allocate purchase 
payments and transfer Contract values and cash values between and among 
approximately the same number of sub-accounts as they could before the 
proposed substitutions.
    11. The Substitution Applicants contend that none of the proposed 
substitutions is of the type that Section 26(c) was designed to 
prevent. Unlike traditional unit investment trusts where a depositor 
could only substitute an investment security in a manner which 
permanently affected all the investors in the trust, the Contracts 
provide each Contract owner with the right to exercise his or her own 
judgment and transfer Contract or cash values into other sub-accounts. 
Moreover, the Contracts will offer Contract owners the opportunity to 
transfer amounts out of the affected sub-accounts into any of the 
remaining sub-accounts without cost or other disadvantage. The 
Substitution Applicants believe that the proposed substitutions, 
therefore, will not result in the type of costly forced redemption 
which Section 26(c) was designed to prevent.
    12. The Substitution Applicants further contend that the proposed 
substitutions also are unlike the type of substitution which Section 
26(c) was designed to prevent in that by purchasing a Contract, 
Contract owners select much more than a particular investment company 
in which to invest their account values. They also select the specific 
type of insurance coverage offered by an Insurance Company under their 
Contract as well as numerous other rights and privileges set forth in 
the Contract. Contract owners may also have considered each Insurance 
Company's size, financial condition, relationship with MetLife, and its 
reputation for service in selecting their Contract. These factors will 
not change as a result of the proposed substitutions.
    13. The Section 17 Applicants request an order under Section 17(b) 
exempting them from the provisions of Section 17(a) to the extent 
necessary to permit the Insurance Companies to carry out each of the 
proposed substitutions.
    14. The Section 17 Applicants note that Section 17(a)(1) of the 
Act, in relevant part, prohibits any affiliated person of a registered 
investment company, or any affiliated person of such person, acting as 
principal, from knowingly selling any security or other property to 
that company. Section 17(a)(2) of the Act generally prohibits the 
persons described above, acting as principals, from knowingly 
purchasing any security or other property from the registered company.
    15. The Section 17 Applicants assert that Section 2(a)(3) of the 
Act defines the term ``affiliated person of another person'' in 
relevant part as:

    (A) any person directly or indirectly owning, controlling, or 
holding with power to vote, 5 per centum or more of the outstanding 
voting securities of such person; (B) any person 5 per centum or 
more of whose outstanding voting securities are directly or 
indirectly owned, controlled, or held with power to vote, by such 
person; (C) any person directly or indirectly controlling, 
controlled by, or under common control with, such other person; * * 
* (E) if such other person is an investment company, any investment 
adviser thereof * * *.

    16. The Section 17 Applicants note that because shares held by a 
separate account of an insurance company are legally owned by the 
insurance company, the Insurance Companies and their affiliates 
collectively own of record substantially all of the shares of MIST and 
Met Series Fund. Therefore, MIST and Met Series Fund and their 
respective funds are arguably under the control of the Insurance 
Companies notwithstanding the fact that Contract owners may be 
considered the beneficial owners of those shares held in the Separate 
Accounts. If MIST and Met Series Fund and their respective funds are 
under the control of the Insurance Companies, then each Insurance 
Company is an affiliated person or an affiliated person of an 
affiliated person of MIST and Met Series Fund and their respective 
funds. If MIST and Met Series Fund and their respective funds are under 
the control of the Insurance Companies, then MIST and Met Series Fund 
and their respective funds are affiliated persons of the Insurance 
Companies.
    17. The Section 17 Applicants note that regardless of whether or 
not the Insurance Companies can be considered to control MIST and Met 
Series Fund and their respective funds, because the Insurance Companies 
own of record more than five percent of the shares of each of them and 
are under common control with each Replacement Fund's investment 
adviser, the Insurance Companies are affiliated persons of both MIST 
and Met Series Fund and their respective funds. Likewise, their 
respective funds are each an affiliated person of the Insurance 
Companies.
    18. The Section 17 Applicants note that in addition to the above, 
the Insurance Companies, through their separate accounts in the 
aggregate own more than five percent of the outstanding shares of the 
following Existing Funds: AllianceBernstein Large Cap Growth Portfolio, 
AllianceBernstein Growth and Income Portfolio, Delaware VIP REIT 
Series, Templeton Growth Securities Fund, Mid-Cap Value Portfolio, 
Equity and Income Portfolio, Global Franchise Portfolio, Van Kampen LIT 
Emerging Growth Portfolio, Van Kampen LIT Money Market Portfolio, 
(Janus Aspen Series) Growth and Income Portfolio, Growth and Income 
Portfolio, MFS Money Market Series, Lazard Retirement Small Cap 
Portfolio and VIP Growth Portfolio. Therefore, each Insurance Company 
is an affiliated person of those funds.

[[Page 18437]]

    19. The Section 17 Applicants assert that because the substitutions 
may be effected, in whole or in part, by means of in-kind redemptions 
and purchases, the substitutions may be deemed to involve one or more 
purchases or sales of securities or property between affiliated 
persons. The proposed transactions may involve a transfer of portfolio 
securities by the Existing Funds to the Insurance Companies; 
immediately thereafter, the Insurance Companies would purchase shares 
of the Replacement Funds with the portfolio securities received from 
the Existing Funds. Accordingly, as the Insurance Companies and certain 
of the Existing Funds listed above, and the Insurance Companies and the 
Replacement Funds, could be viewed as affiliated persons of one another 
under Section 2(a)(3) of the Act, it is conceivable that this aspect of 
the substitutions could be viewed as being prohibited by Section 17(a). 
The Section 17 Applicants are not seeking relief with respect to 
transactions with the Existing Funds where Section 17(a) does not 
apply. However, the Section 17 Applicants have determined that it is 
prudent to seek relief from Section 17(a) in the context of this 
Application for the in-kind purchases and sales of the Replacement Fund 
shares.
    20. The Section 17 Applicants note that Section 17(b) of the Act 
provides that the Commission may, upon application, grant an order 
exempting any transaction from the prohibitions of Section 17(a) if the 
evidence establishes that:
    (a) The terms of the proposed transaction, including the 
consideration to be paid or received, are reasonable and fair and do 
not involve overreaching on the part of any person concerned;
    (b) The proposed transaction is consistent with the policy of each 
registered investment company concerned, as recited in its registration 
statement and records filed under the Act; and
    (c) The proposed transaction is consistent with the general 
purposes of the Act.
    21. The Section 17 Applicants submit that the terms of the proposed 
in-kind purchases of shares of the Replacement Funds by the Insurance 
Companies, including the consideration to be paid and received are 
reasonable and fair and do not involve overreaching on the part of any 
person concerned. The Section 17 Applicants also submit that the 
proposed in-kind purchases by the Insurance Companies are consistent 
with the policies of: (1) MIST and of its Lord Abbett Growth and 
Income, Neuberger Berman Real Estate, Third Avenue Small Cap Value, 
Lord Abbett Mid Cap Value, Oppenheimer Capital Appreciation and Janus 
Aggressive Growth Portfolios; and (2) Met Series Fund and of its T. 
Rowe Price Large Cap Growth, MFS Total Return, Oppenheimer Global 
Equity, Salomon Strategic Bond Portfolio and BlackRock Money Market 
Portfolios, as recited in the current registration statements and 
reports filed by each under the Act. Finally, the Section 17 Applicants 
submit that the proposed substitutions are consistent with the general 
purposes of the Act.
    22. The Section 17 Applicants note that to the extent that the in-
kind purchases by the Insurance Company of the Replacement Funds' 
shares are deemed to involve principal transactions among affiliated 
persons, the procedures described below should be sufficient to assure 
that the terms of the proposed transactions are reasonable and fair to 
all participants. The Section 17 Applicants maintain that the terms of 
the proposed in-kind purchase transactions, including the consideration 
to be paid and received by each fund involved, are reasonable, fair and 
do not involve overreaching principally because the transactions will 
conform with all but one of the conditions enumerated in Rule 17a-7. 
The proposed transactions will take place at relative net asset value 
in conformity with the requirements of Section 22(c) of the Act and 
Rule 22c-1 thereunder with no change in the amount of any Contract 
owner's contract value or death benefit or in the dollar value of his 
or her investment in any of the Separate Accounts. Contract owners will 
not suffer any adverse tax consequences as a result of the 
substitutions. The fees and charges under the Contracts will not 
increase because of the substitutions. Even though the Separate 
Accounts, the Insurance Companies, MIST and Met Series Fund may not 
rely on Rule 17a-7, the Section 17 Applicants believe that the Rule's 
conditions outline the type of safeguards that result in transactions 
that are fair and reasonable to registered investment company 
participants and preclude overreaching in connection with an investment 
company by its affiliated persons.
    23. The Section 17 Applicants assert that when the Commission first 
proposed, and then adopted, Rule 17a-7, it noted that the purpose of 
the Rule was to eliminate the filing and processing of applications 
``in circumstances where there appears to be no likelihood that the 
statutory finding for a specific exemption under Section 17(b) could 
not be made'' by establishing ``conditions as to the availability of 
the exemption to those situations where the Commission, upon the basis 
of its experience, considers that there is no likelihood of 
overreaching of the investment companies participating in the 
transaction.'' The Section 17 Applicants assert that where, as here, 
they or the relevant investment company would comply in substance with 
most, but not all of the conditions of the Rule, the Commission should 
consider the extent to which they would meet these or other similar 
conditions and issue an order if the protections of the Rule would be 
provided in substance.
    24. The Section 17 Applicants stated that, the Commission explained 
its concerns with transactions of the type covered by Rule 17a-7 when 
it amended the Rule in 1981 to also exempt certain purchase and sale 
transactions between an investment company and a non-investment company 
affiliate. Previously, the Rule had only exempted transactions between 
investment companies and series of investment companies. Its expansion 
to cover transactions between an investment company (or series thereof) 
and a non-investment company affiliate demonstrates that such 
transactions can be reasonable and fair and not involve overreaching. 
The Commission stated:

    The Commission is concerned that this practice--left unregulated 
and in violation of Section 17(a)--could result in serious harm to 
registered investment companies. For example, an unscrupulous 
investment adviser might ``dump'' undesirable securities on a 
registered investment company or transfer desirable securities from 
a registered investment company to another more favored advisory 
client in the complex. Moreover, the transaction could be effected 
at a price which is disadvantageous to the registered investment 
company.
    Nevertheless, upon considering the matter, the Commission 
believes that it would be appropriate to exempt by rulemaking 
certain of these transactions provided that certain conditions, 
described below, are met. Accordingly, the Commission proposes to 
amend Rule 17a-7 to exempt certain transactions which heretofore 
have not been exempted by the rule, both with respect to the persons 
which could participate in the transaction, and the securities which 
could be purchased and sold. The Commission has determined that the 
proposed expansion of the rule is consistent with the existing 
rule's purposes (1) to eliminate the necessity of filing and 
processing applications under circumstances where there appears to 
be little likelihood that the statutory finding for a specific 
exemption under Section 17(b) of the Act could not be made, and (2) 
to permit investment companies which heretofore had chosen to avoid 
the application procedures of Section 17(b) of the Act by purchasing 
and

[[Page 18438]]

selling securities on the open market, thereby incurring actual 
brokerage charges, to avoid the payment of brokerage commissions by 
effecting such transactions directly. Moreover, the proposed 
amendment would enhance the role of disinterested directors as 
watchdogs to protect shareholder interest.

    25. The Section 17 Applicants state that the boards of MIST and Met 
Series Fund have adopted procedures, as required by paragraph (e)(1) of 
Rule 17a-7, pursuant to which the series of each may purchase and sell 
securities to and from their affiliates. The Section 17 Applicants will 
carry out the proposed Insurance Company in-kind purchases in 
conformity with all of the conditions of Rule 17a-7 and each series' 
procedures thereunder, except that the consideration paid for the 
securities being purchased or sold may not be entirely cash. 
Nevertheless, the circumstances surrounding the proposed substitutions 
will be such as to offer the same degree of protection to each 
Replacement Fund from overreaching that Rule 17a-7 provides to them 
generally in connection with their purchase and sale of securities 
under that Rule in the ordinary course of their business. In 
particular, the Insurance Companies (or any of their affiliates) cannot 
effect the proposed transactions at a price that is disadvantageous to 
any of the Replacement Funds. Although the transactions may not be 
entirely for cash, each will be effected based upon (1) the independent 
market price of the portfolio securities valued as specified in 
paragraph (b) of Rule 17a-7, and (2) the net asset value per share of 
each fund involved valued in accordance with the procedures disclosed 
in its respective Investment Company's registration statement and as 
required by Rule 22c-1 under the Act. No brokerage commission, fee, or 
other remuneration will be paid to any party in connection with the 
proposed in kind purchase transactions.
    26. The Section 17 Applicants assert that the sale of shares of 
Replacement Funds for investment securities, as contemplated by the 
proposed Insurance Company in-kind purchases, is consistent with the 
investment policy and restrictions of the Investment Companies and the 
Replacement Funds because (1) the shares are sold at their net asset 
value, and (2) the portfolio securities are of the type and quality 
that the Replacement Funds would each have acquired with the proceeds 
from share sales had the shares been sold for cash. To assure that the 
second of these conditions is met, Met Investors Advisory LLC, MetLife 
Advisers, LLC and the sub-adviser, as applicable, will examine the 
portfolio securities being offered to each Replacement Fund and accept 
only those securities as consideration for shares that it would have 
acquired for each such fund in a cash transaction.
    27. The Section 17 Applicants contend that the proposed Insurance 
Company in-kind purchases, as described herein, are consistent with the 
general purposes of the Act as stated in the Findings and Declaration 
of Policy in Section 1 of the Act. The proposed transactions do not 
present any of the conditions or abuses that the Act was designed to 
prevent. In particular, Sections 1(b)(2) and (3) of the Act state, 
among other things, that the national public interest and the interest 
of investors are adversely affected

when investment companies are organized, operated, managed, or their 
portfolio securities are selected in the interest of directors, 
officers, investment advisers, depositors, or other affiliated 
persons thereof, or in the interests of other investment companies 
or persons engaged in other lines of business, rather than in the 
interest of all classes of such companies' security holders; * * * 
when investment companies issue securities containing inequitable or 
discriminatory provisions, or fail to protect the preferences and 
privileges of the holders of their outstanding securities * * *.

    For all the reasons stated throughout this notice, the abuses 
described in Sections 1(b)(2) and (3) of the Act will not occur in 
connection with the proposed in-kind purchases.
    28. The Section 17 Applicants note that the Commission has 
previously granted exemptions from Section 17(a) in circumstances 
substantially similar in all material respects to those presented in 
this Application to applicants affiliated with an open-end management 
investment company that proposed to purchase shares issued by the 
company with investment securities of the type that the company might 
otherwise have purchased for its portfolio. In these cases, the 
Commission issued an order pursuant to Section 17(b) of the Act where 
the expense of liquidating such investment securities and using the 
cash proceeds to purchase shares of the investment company would have 
reduced the value of investors' ultimate investment in such shares.
    29. The Section 17 Applicants request that the Commission issue an 
order pursuant to Section 17(b) of the Act exempting the Separate 
Accounts, the Insurance Companies, MIST, Met Series Fund and each 
Replacement Fund from the provisions of Section 17(a) of the Act to the 
extent necessary to permit the Insurance Companies on behalf of the 
Separate Accounts to carry out, as part of the substitutions, the in-
kind purchase of shares of the Replacement Funds which may be deemed to 
be prohibited by Section 17(a) of the Act.
    30. The Section 17 Applicants represent that the proposed in-kind 
purchases meet all of the requirements of Section 17(b) of the Act and 
that an exemption should be granted, to the extent necessary, from the 
provisions of Section 17(a).

Conclusion

    Applicants assert that for the reasons summarized above, the 
proposed substitutions and related transactions meet the standards of 
Section 26(c) of the Act and are consistent with the standards of 
Section 17(b) of the Act and that the requested orders should be 
granted.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Nancy M. Morris,
Secretary.

Appendix 1

1. AllianceBernstein Large Cap Portfolio--T. Rowe Price Large Cap 
Growth Portfolio

    The aggregate amount of assets in the AllianceBernstein Large Cap 
Growth Portfolio as of December 31, 2005 was approximately $1.243 
billion. As of December 31, 2005, T. Rowe Price Large Cap Growth 
Portfolio's assets were approximately $370 million. As set forth below, 
the historical performance of T. Rowe Price Large Cap Growth Portfolio 
for the three- and five-year periods ended December 31, 2005 was 
comparable to or exceeded that of AllianceBernstein Large Cap 
Portfolio. For the one-year period ended December 31, 2005, the 
performance of AllianceBernstein Large Cap Growth Portfolio exceeded 
that of T. Rowe Price Large Cap Growth Portfolio. T. Rowe Price Large 
Cap Portfolio's Class B shares commenced operations on July 30, 2002.

[[Page 18439]]



                                [Percent]
------------------------------------------------------------------------
                                AllianceBernstein    T. Rowe Price Large
                                Large Cap Growth        Cap Portfolio
                              Portfolio  (Class B)        (Class B)
------------------------------------------------------------------------
One Year....................                 14.84                  6.33
Three Years.................                 15.36                *15.11
Five Years..................                 -2.59                *0.92
------------------------------------------------------------------------
* For each period beyond one year performance is based on the
  performance of Class A shares adjusted to include effect of 0.25% 12b-
  1 fees for Class B shares.

    In addition, as set forth below, the management fee and total 
operating expenses of T. Rowe Price Large Cap Portfolio are lower than 
those of AllianceBernstein Large Cap Growth Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                AllianceBernstein    T. Rowe Price Large
                                Large Cap Growth        Cap Portfolio
                              Portfolio  (Class B)        (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.60
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.06                  0.12
Total Expenses..............                  1.06                  0.97
Waivers.....................  ....................                 *0.01
Net Expenses................                  1.06                 0.96
------------------------------------------------------------------------
* Voluntary waiver which can be discontinued at any time.

2. AllianceBernstein Growth and Income Portfolio--Lord Abbett Growth 
and Income

    The aggregate amount of assets in the AllianceBernstein Growth and 
Income Portfolio as of December 31, 2005 was approximately $2.645 
billion. As of December 31, 2005, Lord Abbett Growth and Income 
Portfolio's assets were approximately $3.116 billion. As set forth 
below, the historical performance of Lord Abbett Growth and Income 
Portfolio for the one-, three- and five-year periods ended December 31, 
2005 has been comparable to that of AllianceBernstein Growth and Income 
Portfolio. Class B shares of Lord Abbett Growth and Income Portfolio 
commenced operations on March 22, 2001.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  AllianceBernstein     Lord Abbett Growth and Income Portfolio
                                                  Growth and Income  -------------------------------------------
                                                      (Class B)             (Class B)             (Class A)
----------------------------------------------------------------------------------------------------------------
One Year......................................                  4.82                  3.39                  3.68
Three Years...................................                 15.43                 15.04                 15.34
Five Years....................................                  3.67                 *3.23                 3.48
----------------------------------------------------------------------------------------------------------------
* For each period beyond three years performance is based on the performance of the Class A shares adjusted to
  include the effect of 0.25% 12b-1 fees for Class B shares.

    In addition, as set forth below, the management fee and total 
operating expenses of Lord Abbett Growth and Income Portfolio are lower 
than those of AllianceBernstein Growth and Income Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  AllianceBernstein     Lord Abbett Growth and Income Portfolio
                                                  Growth and Income  -------------------------------------------
                                                  Portfolio  (Class
                                                         B)*                (Class B)             (Class A)
----------------------------------------------------------------------------------------------------------------
Management Fee................................                  0.55                  0.50                  0.50
12b-1 Fee.....................................      0.25 \+\ (0.50%)      0.25 \+\ (0.35%)
Other Expenses................................                  0.05                  0.04                  0.04
Total Expenses................................                  0.85                  0.79                  0.54
Waivers.......................................  ....................  ....................  ....................
Net Expenses..................................                  0.85                  0.79                 0.54
----------------------------------------------------------------------------------------------------------------
* Separate Account UL Contract owners will receive Class A shares of Lord Abbett Growth and Income Portfolio.
\+\ Trustees can increase 12b-1 fee to this amount without shareholder approval.


[[Page 18440]]

3. Delaware VIP REIT Series--Neuberger Berman Real Estate Portfolio

    The aggregate amount of assets in the Delaware VIP REIT Series as 
of December 31, 2005 was approximately $840 million. As of December 31, 
2005, Neuberger Berman Real Estate Portfolio's assets were 
approximately $572 million. The Substitution Applicants believe that 
there is no adequate comparable performance information because 
Neuberger Berman Real Estate Portfolio commenced operations on May 1, 
2004. Consequently, Neuberger Berman Real Estate does not have a 
significant performance history. The Substitution Applicants believe 
that Neuberger Berman Real Estate Portfolio, as set forth below, based 
on its short-term performance and the performance history of its 
comparable retail mutual fund for the one- and three-years ended 
December 31, 2005 (whose expenses are higher than those of the 
Replacement Fund), will have over the long-term, good performance.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                                        Neuberger Berman      Neuberger Berman
                                                  Delaware VIP REIT        Real Estate           Real Estate
                                                 Series  (Standard)   Portfolio  (Class A)   Portfolio  (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 17.17                 13.61                 13.08
Three Years...................................                 23.67  ....................                 27.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Neuberger 
Berman Real Estate Portfolio is lower than that of Delaware VIP REIT 
Series and total operating expenses of each Portfolio, are the same.

                                [Percent]
------------------------------------------------------------------------
                                                      Neuberger Berman
                                Delaware VIP REIT        Real Estate
                               Series  (Standard)   Portfolio  (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.73                  0.67
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.12                  0.03
Total Expenses..............                  0.85                  0.70
Waivers.....................  ....................  ....................
Net Expenses................                  0.85                  0.70
------------------------------------------------------------------------

4. Appreciation Portfolio--T. Rowe Price Large Cap Growth Portfolio

    The aggregate amount of assets in the Appreciation Portfolio as of 
December 31, 2005 was approximately $785 million. As of December 31, 
2005, T. Rowe Price Large Cap Growth Portfolio's assets were 
approximately $371 million. As set forth below, the historical 
performance of the T. Rowe Price Large Cap Growth Portfolio for the 
one-, three- and five-year periods ended December 31, 2005 has exceeded 
that of Appreciation Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                  Appreciation       T. Rowe Price Large
                               Portfolio  (Service  Cap Growth Portfolio
                                     Shares)              (Class A)
------------------------------------------------------------------------
One Year....................                  4.38                  6.59
Three Years.................                  9.93                 15.30
Five Years..................                  0.07                  1.17
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of T. Rowe Price Large Cap Growth Portfolio are 
lower than those of Appreciation Fund.

                                [Percent]
------------------------------------------------------------------------
                                  Appreciation       T. Rowe Price Large
                               Portfolio  (Service  Cap Growth Portfolio
                                     Shares)              (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.60
12b-1 Fee...................                  0.25  ....................
Other Expenses..............                  0.05                  0.12
Total Expenses..............                  1.05                  0.72
Waivers.....................  ....................               \+\0.01
Net Expenses................                  1.05                 0.71
------------------------------------------------------------------------
\+\ Voluntary waiver which can be discontinued at any time.


[[Page 18441]]

5. VIP Asset Manager Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in the Asset Manager Portfolio as of 
December 31, 2005 was $2.497 billion. As of December 31, 2005, MFS 
Total Return Portfolio's assets were approximately $511 million. As set 
forth below, the historical performance of MFS Total Return Portfolio 
has, except for the one year ended December 31, 2005, exceeded that of 
Asset Manager Portfolio for the one-, three-, five- and ten-year 
periods ended December 31, 2005.

                                [Percent]
------------------------------------------------------------------------
                                  Asset Manager       MFS Total Return
                               Portfolio  (Service    Portfolio  (Class
                                    Class 2)                 F)*
------------------------------------------------------------------------
One Year....................                  3.78                  2.92
Three Years.................                  8.70                 10.11
Five Years..................                  2.24                  3.89
Ten Years...................                  6.54                 8.30
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for each period is based on the performance
  of Class A shares adjusted to include the effect of 0.20% 12b-1 fees
  for Class F shares.

    In addition, as set forth below, the combined management fee and 
12b-1 fee are the same, and total operating expenses of MFS Total 
Return Portfolio are less than, those of Asset Manager Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                  Asset Manager       MFS Total Return
                               Portfolio  (Service    Portfolio  (Class
                                    Class 2)                 F)*
------------------------------------------------------------------------
Management Fee..............                  0.52                  0.57
12b-1 fee...................                  0.25                  0.20
Other Expenses..............                  0.13                  0.04
Total Expenses..............                  0.90                  0.81
Waivers.....................               \+\0.01  ....................
Net Expenses................                  0.89                 0.81
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.
\+\ Voluntary waiver which may be discontinued at any time.

6. Mutual Shares Securities Fund--Lord Abbett Growth and Income 
Portfolio

    The aggregate amount of assets in the Mutual Shares Securities Fund 
as of December 31, 2005 was approximately $3.857 billion. As of 
December 31, 2005, Lord Abbett Growth and Income Portfolio's assets 
were approximately $3.116 billion. As set forth below, the historical 
performance of Lord Abbett Growth and Income for the one year period 
ended December 31, 2005 was less than that of Mutual Shares Securities 
Fund and was comparable to the performance of Mutual Shares Securities 
Fund for the three-year period ended December 31, 2005.

                                [Percent]
------------------------------------------------------------------------
                                  Mutual Shares      Lord Abbett Growth
                                 Securities Fund    and Income Portfolio
                                    (Class 2)             (Class B)
------------------------------------------------------------------------
One Year....................                 10.55                  3.39
Three Years.................                 15.94                 15.04
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of Lord Abbett Growth and Income Portfolio, are 
lower than those of Mutual Shares Securities Fund.

                                [Percent]
------------------------------------------------------------------------
                                  Mutual Shares      Lord Abbett Growth
                                 Securities Fund    and Income Portfolio
                                    (Class 2)             (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.60                  0.50
12b-1 Fee...................         0.25 * (0.35)         0.25 * (0.35)
Other Expenses..............                  0.18                  0.04
Total Expenses..............                  1.03                  0.74
Waivers.....................  ....................  ....................
Net Expenses................                  1.03                 0.74
------------------------------------------------------------------------
* Trustees may increase 12b-1 fee to this amount without shareholder
  approval.


[[Page 18442]]

7. Templeton Growth Securities Fund--Oppenheimer Global Equity 
Portfolio

    The aggregate amount of assets in the Templeton Growth Securities 
Fund as of December 31, 2004 was approximately $2.692 billion. As of 
December 31, 2005, Oppenheimer Global Equity Portfolio's assets were 
$275 million. As set forth below, the historical performance of 
Oppenheimer Global Equity Portfolio for the one-, three- and five-year 
period ended December 31, 2005 has generally exceeded that of Templeton 
Growth Securities Portfolio. However, effective May 1, 2005, the 
Oppenheimer Global Equity Portfolio changed its sub-adviser to 
OppenheimerFunds, Inc. and the Portfolio also changed its investment 
objective and principal investment strategies. The Substitution 
Applicants believe that the historical performance information of 
Oppenheimer Global Equity Portfolio does not provide an adequate basis 
to compare performance. The Substitution Applicants believe that the 
Oppenheimer Global Equity Portfolio will provide superior performance 
based on the performance history of its comparable retail fund for the 
one-, three- and five-year periods ended December 31, 2005 (whose 
expenses are higher than those of the Replacement Fund), which 
performance has generally exceeded that of Templeton Growth Securities 
Fund. Templeton Growth Securities Fund Class 1 and Class 2 shares will 
generally be substituted by Class A and Class B shares, respectively, 
of Oppenheimer Global Equity Portfolio. For certain separate account 
substitutions, Contract owners will receive Class A shares of 
Oppenheimer Global Equity Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  Templeton Growth     Oppenheimer Global    Oppenheimer Global
                                                   Securities Fund      Equity Portfolio      Equity Portfolio
                                                      (Class 1)             (Class A)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                  9.06                 16.22                 13.83
Three Years...................................                 18.91                 20.85                 24.56
Five Years....................................                  6.34                  4.46                  5.74
----------------------------------------------------------------------------------------------------------------

    As set forth below, the management fee and total operating expenses 
of Oppenheimer Global Equity Portfolio are lower than those of 
Templeton Growth Securities Fund.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Templeton Growth Securities Fund           Oppenheimer Global Equity Portfolio
                                                                 ---------------------------------------------------------------------------------------
                                                                         Class 1               Class 2               Class A               Class B
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.75                  0.75                  0.60                  0.60
2b-1 Fee........................................................  ....................        0.25 \+\(0.35)  ....................        0.25 \+\(0.35)
Other Expenses..................................................                  0.07                  0.07                  0.33                  0.33
Total Expenses..................................................                  0.82                  1.07                  0.93                  1.18
Waivers.........................................................  ....................  ....................  ....................  ....................
Net Expenses....................................................                  0.82                  1.07                  0.93                 1.18
--------------------------------------------------------------------------------------------------------------------------------------------------------
\+\ Trustees can increase 12b-1 fee to this amount without shareholder approval.

8. Mid Cap Value Portfolio--Lord Abbett Mid Cap Value Portfolio

    The aggregate amount of assets in the Mid Cap Value Fund as of 
December 31, 2005 was approximately $1.197 billion. As of December 31, 
2005, Lord Abbett Mid Cap Value Portfolio's assets were approximately 
$342 million. As set forth below, the historical performance of Lord 
Abbett Mid Cap Value Portfolio for the three- and five-year periods 
ended December 31, 2005 has exceeded that of Mid Cap Value Fund and for 
the one year period ended December 31, 2005 has been less than that of 
Mid Cap Value Fund.

                                [Percent]
------------------------------------------------------------------------
                                  Mid Cap Value      Lord Abbett Mid Cap
                                Portfolio  (Class      Value Portfolio
                                       VC)                (Class A)
------------------------------------------------------------------------
One Year....................                  8.22                  8.05
Three Years.................                 18.75                 19.19
Five Years..................                 10.30                 10.82
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of Lord Abbett Mid Cap Value Portfolio are lower 
than those of Mid Cap Value Fund.

[[Page 18443]]



                                [Percent]
------------------------------------------------------------------------
                                                     Lord Abbett Mid Cap
                               Mid Cap Value Fund      Value Portfolio
                                   (Class VC)             (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.68
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.38                  0.08
Total Expenses..............                  1.13                  0.76
Waivers.....................  ....................  ....................
Net Expenses................                  1.13                  0.76
------------------------------------------------------------------------

9. Mercury Global Allocation V.I. Fund--Oppenheimer Global Equity 
Portfolio

    The aggregate amount of assets in the Mercury Global Allocation 
V.I. Fund as of December 31, 2005 was approximately $711 million. As of 
December 31, 2005, Oppenheimer Global Equity Portfolio's assets were 
approximately $275 million. As set forth below, the historical 
performance of Mercury Global Allocation V.I. Fund for the five-year 
period ended December 31, 2005 has been greater than that of 
Oppenheimer Global Equity Portfolio. For the year one- and three-year 
periods ended December 31, 2005, the performance of Oppenheimer Global 
Equity Portfolio exceeded that of Mercury Global Allocation V.I. Fund. 
However, effective May 1, 2005, the Oppenheimer Global Equity Portfolio 
changed its sub-adviser to OppenheimerFunds, Inc. and the Portfolio 
also changed its investment objective and principal investment 
strategies. The Substitution Applicants believe that the historical 
performance information of Oppenheimer Global Equity Portfolio does not 
provide an adequate basis to compare performance. The Substitution 
Applicants believe that the Oppenheimer Global Equity Portfolio will 
provide superior performance based on the performance history of its 
comparable retail fund for the one-, three- and five-year periods ended 
December 31, 2005 (whose expenses are higher than those of the 
Replacement Fund), which performance has exceeded that of Mercury 
Global Allocation V.I. Fund except for the five-year period ended 
December 31, 2005.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                   Mercury Global      Oppenheimer Global    Oppenheimer Global
                                                Allocation V.I. Fund    Equity Portfolio      Equity Portfolio
                                                      (Class I)             (Class A)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 10.43                 16.22                 13.83
Three Years...................................                 18.42                 20.85                 24.56
Five Years....................................                  7.35                  4.46                  5.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Oppenheimer 
Global Equity Portfolio is lower than that of Mercury Global Allocation 
V.I. Fund and the total operating expenses of Oppenheimer Global Equity 
Portfolio slightly exceed those of Mercury Global Allocation V.I. Fund.

                                [Percent]
------------------------------------------------------------------------
                                 Mercury Global      Oppenheimer Global
                              Allocation V.I. Fund    Equity Portfolio
                                   (Class III)            (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.65                  0.60
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.12                  0.33
Total Expenses..............                  1.02                  1.18
Waivers.....................  ....................  ....................
Net Expenses................                  1.02                  1.18
------------------------------------------------------------------------

10. Oppenheimer Main Street Fund/VA--Lord Abbett Growth and Income 
Portfolio

    The aggregate amount of assets in the Oppenheimer Main Street Fund/
VA as of December 31, 2005 was approximately $1.720 billion. As of 
December 31, 2005, Lord Abbett Growth and Income Portfolio's assets 
were approximately $3.116 billion. As set forth below, the historical 
performance of Lord Abbett Growth and Income Portfolio for the three-
year period ended December 31, 2005 exceeded that of Oppenheimer Main 
Street Fund/VA and for the one-year period ended December 31, 2005 was 
less than that of Oppenheimer Main Street Fund/VA.

[[Page 18444]]



                                [Percent]
------------------------------------------------------------------------
                                Oppenheimer Main     Lord Abbett Growth
                                 Street Fund/VA     and Income Portfolio
                              Portfolio  (Service)        (Class B)
------------------------------------------------------------------------
One Year....................                  5.74                  3.34
Three Years.................                 13.42                 15.04
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of Lord Abbett Growth and Income Portfolio are lower 
than those of Oppenheimer Main Street Fund/VA.

                                [Percent]
------------------------------------------------------------------------
                                Oppenheimer Main     Lord Abbett Growth
                                 Street Fund/VA     and Income Portfolio
                                    (Service)             (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.65                  0.50
12b-1 Fee...................                  0.25           0.25 (0.35)
Other Expenses..............                  0.01                  0.04
Total Expenses..............                  0.91                  0.79
Waivers.....................  ....................  ....................
Net Expenses................                  0.91                  0.79
------------------------------------------------------------------------

11. Oppenheimer Capital Appreciation Fund/VA--Oppenheimer Capital 
Appreciation Portfolio

    The aggregate amount of assets in the Oppenheimer Capital 
Appreciation Fund/VA as of December 31, 2005 was approximately $2.034 
billion. As of December 31, 2005, Oppenheimer Capital Appreciation 
Portfolio's assets were approximately $1.167 billion. As set forth 
below, the historical performance of Oppenheimer Capital Appreciation 
Portfolio for the one- and three-year periods ended December 31, 2005 
has been comparable to that of Oppenheimer Capital Appreciation Fund/
VA.

                                [Percent]
------------------------------------------------------------------------
                               Oppenheimer Capital   Oppenheimer Capital
                              Appreciation Fund/VA      Appreciation
                                 (Service Shares)   Portfolio  (Class B)
------------------------------------------------------------------------
One Year....................                  4.86                  4.71
Three Years.................                 13.47                 12.72
------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Oppenheimer 
Capital Appreciation Portfolio is lower than that of Oppenheimer 
Capital Appreciation Fund/VA and the total operating expenses of 
Oppenheimer Capital Appreciation Portfolio, with waivers, are less than 
those of Oppenheimer High Income Fund/VA.

                                [Percent]
------------------------------------------------------------------------
                                                     Oppenheimer Capital
                               Oppenheimer Capital      Appreciation
                              Appreciatino Fund/VA   Portfolio*  (Class
                                 (Service Shares)            B)
------------------------------------------------------------------------
Management Fee..............                  0.64                  0.59
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.02                  0.10
Total Expenses..............                  0.91                  0.94
Waivers.....................  ....................               \+\0.05
Net Expenses................                  0.91                 0.89
------------------------------------------------------------------------
* The management fee has been restated to reflect a decrease in the
  management fee effective 9/22/05. Prior to that date, the management
  fee was 0.60%.
\+\ Contractual waiver through 4/30/07, unless extended.

12. Equity and Income Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in the Equity and Income Portfolio 
as of December 31, 2005 was approximately $407 million. As of December 
31, 2005, MFS Total Return Portfolio's assets were approximately $511 
million. As set forth below, the historical performance of MFS Total 
Return Portfolio for the one-year period ended December 31, 2005 has 
been less than that of Equity and Income Portfolio and was comparable 
to the performance of Equity and Income Portfolio for the one year 
ended December 31, 2004. The Substitution Applicants believe that over 
the long term the performance of MFS Total Return Portfolio will be 
equal to or exceed the performance of Equity and

[[Page 18445]]

Income Portfolio. Equity and Income Portfolio commenced operations on 
April 30, 2003.

                                [Percent]
------------------------------------------------------------------------
                                Equity and Income     MFS Total Return
                                Portfolio  (Class     Portfolio  (Class
                                       II)                   F)*
------------------------------------------------------------------------
One Year Ended 12/31/05.....                  7.38                  2.92
One Year Ended 12/31/04.....                 11.52                11.03
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for the period is based on the performance
  of Class B shares adjusted in include the effect of 0.20% 12b-1 fees
  for Class F shares instead of 0.25% 12b-1 fees for Class B shares.

    In addition, as set forth below, although the management fee of MFS 
Total Return Portfolio is slightly above that of Equity and Income 
Portfolio, the combination of the management fee and 12b-1 fee of MFS 
Total Return Portfolio is less than that of Equity and Income 
Portfolio. In addition, the total operating expenses of MFS Total 
Return Portfolio, including and excluding waivers, are less than those 
of Equity and Income Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                Equity and Income     MFS Total Return
                                Portfolio  (Class    Portfolio*  (Class
                                       II)                   F)
------------------------------------------------------------------------
Management Fee..............                  0.46                  0.57
12b-1 Fee...................                  0.35                  0.20
Other Expenses..............                  0.32                  0.04
Total Expenses..............                  1.13                  0.81
Waivers.....................               \+\0.30  ....................
Net Expenses................                  0.83                 0.81
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.
\+\ Voluntary waiver can be discontinued at any time.

13. Global Franchise Portfolio--Oppenheimer Global Equity Portfolio

    The aggregate amount of assets in the Global Franchise Portfolio as 
of December 31, 2005 was approximately $153 million. As of December 31, 
2005, Oppenheimer Global Equity Portfolio's assets were approximately 
$275 million. For the one year period ended December 31, 2005, the 
performance of Oppenheimer Global Equity Portfolio exceeded that of 
Global Franchise Portfolio. However, effective May 1, 2005, the 
Oppenheimer Global Equity Portfolio changed its sub-adviser to 
OppenheimerFunds, Inc. and the Portfolio also changed its investment 
objective and principal investment strategies. The Substitution 
Applicants believe that the historical performance information of 
Oppenheimer Global Equity Portfolio does not provide an adequate basis 
to compare performance. The Substitution Applicants believe that the 
Oppenheimer Global Equity Portfolio will provide superior performance 
based on the performance history of its comparable retail fund for the 
one-year period ended December 31, 2005 (whose expenses are higher than 
those of the Replacement Fund), which performance has exceeded that of 
Global Franchise Portfolio. Global Franchise Portfolio commenced 
operations on April 30, 2003.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  Global Franchise     Oppenheimer Global    Oppenheimer Global
                                                  Portfolio  (Class     Equity Portfolio      Equity Portfolio
                                                         II)                (Class B)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 11.98                 15.98                 13.83
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of Oppenheimer Global Equity Portfolio, including 
and excluding waivers, are lower than those of Global Franchise 
Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                Global Franchise     Oppenheimer Global
                                Portfolio  (Class     Equity Portfolio
                                       II)                (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.80                  0.60
12b-1 Fee...................                  0.35                  0.25
Other Expenses..............                  0.39                  0.33
Total Expenses..............                  1.54                  1.18
Waivers.....................                 *0.34  ....................
Net Expenses................                  1.20                 1.18
------------------------------------------------------------------------
* Voluntary waiver which can be discontinued at any time.


[[Page 18446]]

14. U.S. Real Estate Portfolio--Neuberger Berman Real Estate Portfolio

    The aggregate amount of assets in the U.S. Real Estate Securities 
Portfolio as of December 31, 2005 was approximately $1.689 billion. As 
of December 31, 2005 Neuberger Berman Real Estate Portfolio's total 
assets were approximately $572 million. The Substitution Applicants 
believe that there is no adequate comparable performance information 
because Neuberger Berman Real Estate Portfolio commenced operations on 
May 1, 2004. Consequently, Neuberger Berman Real Estate does not have a 
significant performance history. The Substitution Applicants believe 
that Neuberger Berman Real Estate Portfolio, as set forth below, based 
on the performance history for the one year period ended December 31, 
2005 and the performance history of its comparable retail mutual fund 
for the one- and three-year periods ended December 31, 2005 (whose 
expenses are higher than those of the Replacement Fund), will have over 
the long-term, good performance.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                                        Neuberger Berman      Neuberger Berman
                                                  U.S. Real Estate         Real Estate           Real Estate
                                                Portfolio  (Class 1)  Portfolio  (Class A)   Portfolio  (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 17.05                 13.61                 13.08
Three Years...................................                 29.97  ....................                 27.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of Neuberger Berman Real Estate Portfolio are lower 
than those of U.S. Real Estate Securities Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                U.S. Real Estate      Neuberger Berman
                              Securities Portfolio       Real Estate
                                    (Class 1)       Portfolio  (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.67
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.28                  0.03
Total Expenses..............                  1.03                  0.70
Waivers.....................  ....................  ....................
Net Expenses................                  1.03                  0.70
------------------------------------------------------------------------

15. Van Kampen LIT Emerging Growth Portfolio--Janus Aggressive Growth 
Portfolio

    The aggregate amount of assets in the Van Kampen LIT Emerging 
Growth Portfolio as of December 31, 2005 was approximately $472 
million. As of December 31, 2005, Janus Aggressive Growth Portfolio's 
assets were approximately $785 million. As set forth below, the 
historical performance of Janus Aggressive Growth Portfolio for the 
one- and three-year periods ended December 31, 2005 has exceeded that 
of Van Kampen LIT Emerging Growth Portfolio. Janus Aggressive Growth 
Portfolio commenced operations on February 12, 2001. Van Kampen LIT 
Emerging Growth Portfolio Class I and Class II shares will be 
substituted by Class A and Class B shares, respectively, of Janus 
Aggressive Growth Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                 Van Kampen LIT
                                 Emerging Growth      Janus Aggressive
                                Portfolio  (Class     Growth Portfolio
                                       II)                (Class B)
------------------------------------------------------------------------
One Year....................                  7.64                 13.58
Three Years.................                 13.45                 17.26
------------------------------------------------------------------------

    In addition, as set forth below, the management fee is less than 
that of Van Kampen LIT Emerging Growth Portfolio and the total 
operating expenses of Janus Aggressive Growth Portfolio are somewhat 
more than those of Van Kampen LIT Emerging Growth Portfolio.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Van Kampen LIT Emerging Growth Portfolio        Janus Aggressive Growth Portfolio
                                                                 ---------------------------------------------------------------------------------------
                                                                         Class I              Class II               Class A               Class B
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.70                  0.70                  0.67                  0.67
12b-1 Fee.......................................................  ....................        0.25 \+\(0.35)  ....................        0.25 \+\(0.35)
Other Expenses..................................................                  0.07                  0.07                  0.05                  0.05
Total Expenses..................................................                  0.77                  1.02                  0.72                  0.97
Waivers.........................................................  ....................  ....................  ....................  ....................

[[Page 18447]]


Net Expenses....................................................                  0.77                  1.02                  0.72                 0.97
--------------------------------------------------------------------------------------------------------------------------------------------------------
\+\ Trustees can increase 12b-1 fee to this amount without shareholder approval.

16. Van Kampen LIT Money Market Portfolio--BlackRock Money Market 
Portfolio

    The aggregate amount of assets in the Van Kampen LIT Money Market 
Portfolio as of December 31, 2005 was approximately $83 million. As of 
December 31, 2005, BlackRock Money Market Portfolio's assets were 
approximately $711 million. As set forth below, the historical 
performance of BlackRock Money Market Portfolio for the one- and three-
year periods ended December 31, 2005 has exceeded that of Van Kampen 
LIT Money Market Portfolio.

                                [Percent]
------------------------------------------------------------------------
                              Van Kampen LIT Money     BlackRock Money
                                Market Portfolio      Market Portfolio
                                    (Class I)             (Class A)
------------------------------------------------------------------------
One Year....................                  2.43                  2.89
Three Years.................                  1.10                  1.56
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of BlackRock Money Market Portfolio, including and 
excluding waivers, are lower than those of Van Kampen LIT Money Market 
Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                   Van Kampen LIT Money Market Portfolio       BlackRock Money
                                               --------------------------------------------   Market Portfolio
                                                                                           ---------------------
                                                       Class I              Class II               Class A
----------------------------------------------------------------------------------------------------------------
Management Fee................................                  0.45                  0.45                 0.35%
12b-1 Fee.....................................  ....................       0.25% * (0.35%)  ....................
Other Expenses................................                  0.20                  0.20                  0.07
Total Expenses................................                  0.65                  0.90                  0.42
Waivers.......................................               \+\0.03               \+\0.03              \++\0.01
Net Expenses..................................                  0.62                  0.87                 0.41
----------------------------------------------------------------------------------------------------------------
* Trustees can increase 12b-1 fee to this amount without shareholder approval.
\+\ Voluntary waiver which may be discontinued at any time.
\++\ Contractual waiver through April 30, 2007, unless extended.

17. (Janus Aspen Series) Growth and Income Portfolio--T. Rowe Price 
Large Cap Growth

    The aggregate amount of assets in the Growth and Income Portfolio 
as of December 31, 2004 was approximately $94 million. As of December 
31, 2005, T. Rowe Price Large Cap Growth Portfolio's assets were 
approximately $371 million. As set forth below, the historical 
performance of T. Rowe Price Large Cap Growth Portfolio for the three- 
and five-year periods ended December 31, 2005 has exceeded or been 
comparable to that of Growth and Income Portfolio. For the one year 
period ended December 31, 2005, the performance of Growth and Income 
Portfolio exceeded that of T. Rowe Price Large Cap Growth Portfolio. T. 
Rowe Price Large Cap Growth Portfolio's Class B shares commenced 
operations on July 20, 2002. Growth and Income Portfolio Institutional 
shares and Service shares will be substituted by Class A and Class B 
shares, respectively, of T. Rowe Price Large Cap Growth Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                                       T. Rowe Price Large Cap Growth Portfolio
                                                  Growth and Income  -------------------------------------------
                                                Portfolio  (Service)        (Class B)             (Class A)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 12.11                  6.33                  6.59
Three Years...................................                 15.64                *15.11                 15.30
Five Years....................................                  0.90                 *0.92                  1.17
----------------------------------------------------------------------------------------------------------------
* Performance after one year is the performance of Class A shares adjusted to reflect expense increase of 0.25%
  for 12b-1 fee for Class B shares.

    In addition, as set forth below, the management fee of T. Rowe 
Price Large Cap Growth Portfolio is less than that of Growth and Income 
Portfolio and the total operating expenses of T. Rowe Price Large Cap 
Growth Portfolio,

[[Page 18448]]

including and excluding waivers, are lower than those of Growth and 
Income Portfolio.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Growth and Income Portfolio          T. Rowe Price Large Cap Growth Portfolio
                                                                 ---------------------------------------------------------------------------------------
                                                                     (Institutional)          (Service)             (Class A)             (Class B)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.62                  0.62                  0.60                  0.60
12b-1 Fee.......................................................  ....................                  0.25  ....................                  0.25
Other Expenses..................................................                  0.12                  0.12                  0.12                  0.12
Total Expenses..................................................                  0.74                  0.99                  0.72                  0.97
Waivers.........................................................  ....................  ....................                 *0.01                 *0.01
Net Expenses....................................................                  0.74                  0.99                  0.71                 0.96
--------------------------------------------------------------------------------------------------------------------------------------------------------
* Voluntary waiver which may be discontinued at any time.

18. (Lord Abbett Series Fund) Growth and Income Portfolio--Lord Abbett 
Growth and Income Portfolio

    The aggregate amount of assets in the Growth and Income Portfolio 
as of December 31, 2005 was approximately $1.593 billion. As of 
December 31, 2005, Lord Abbett Growth and Income Portfolio's total 
assets were approximately $3.116 billion. The historical performance of 
Lord Abbett Growth and Income Portfolio for the one-, three-, five- and 
ten-year periods ended December 31, 2005 has exceeded that of Growth 
and Income Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                                     Lord Abbett Growth
                                Growth and Income   and Income Portfolio
                               Series  (Class VC)         (Class A)
------------------------------------------------------------------------
One Year....................                  3.25                  3.68
Three Years.................                 15.07                 15.34
Five Years..................                  3.11                  3.48
Ten Years...................                 10.22                 10.30
------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Lord Abbett 
Growth and Income Portfolio is the same as that paid by Growth and 
Income Series and total operating expenses of Lord Abbett Growth and 
Income Portfolio are lower than those of Growth and Income Series.

                                [Percent]
------------------------------------------------------------------------
                                                     Lord Abbett Growth
                                Growth and Income   and Income Portfolio
                               Series  (Class VC)         (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.50                  0.50
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.41                  0.04
Total Expenses..............                  0.91                  0.54
Waivers.....................  ....................  ....................
Net Expenses................                  0.91                  0.54
------------------------------------------------------------------------

19. Mercury Value Opportunities V.I. Fund--Third Avenue Small Cap Value 
Portfolio

    The aggregate amount of assets in the Mercury Value Opportunities 
V.I. Fund as of December 31, 2005 was approximately $527 million. As of 
December 31, 2005, Third Avenue Small Cap Value Portfolio's total 
assets were approximately $919 million. As set forth below, the 
historical performance of Third Avenue Small Cap Value Portfolio for 
the one-year period ended December 31, 2005 exceeded that of Mercury 
Value Opportunities V.I. Fund. Mercury Value Opportunities V.I. Fund's 
Class III shares commenced operations on November 18, 2003 and Third 
Avenue Small Cap Value Portfolio commenced operations on May 1, 2002.

                                [Percent]
------------------------------------------------------------------------
                                  Mercury Value      Third Avenue Small
                               Opportunities Fund    Cap Value Portfolio
                                V.I. (Class III)          (Class B)
------------------------------------------------------------------------
One Year....................                  9.74                 15.48
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of Third Avenue Small Cap Value Portfolio are less 
than those of Mercury Value Opportunities V.I.

[[Page 18449]]



                                [Percent]
------------------------------------------------------------------------
                                  Mercury Value      Third Avenue Small
                               Opportunities Fund    Cap Value Portfolio
                                V.I.  (Class III)         (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.75
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.09                  0.05
Total Expenses..............                  1.09                  1.05
Waivers.....................  ....................  ....................
Net Expenses................                  1.09                  1.05
------------------------------------------------------------------------

20. AIM V.I. Basic Balanced Fund--MFS Total Return Portfolio

    The aggregate amount of assets in the AIM V.I. Balanced Fund as of 
December 31, 2005 was approximately $96 million. As of December 31, 
2005, MFS Total Return Portfolio's assets were approximately $511 
million. As set forth below, the historical performance of MFS Total 
Return Portfolio for the three- and five-year periods ended December 
31, 2005 has exceeded that of AIM V.I. Balanced Fund and for the one 
year period ended December 31, 2005 was less than that of AIM V.I. 
Balanced Fund.

                                [Percent]
------------------------------------------------------------------------
                                 AIM V.I. Basic       MFS Total Return
                                  Balanced Fund       Portfolio  (Class
                                   (Series I)                F)*
------------------------------------------------------------------------
One Year....................                  5.29                  2.92
Three Years.................                  9.62                 10.11
Five Years..................                 -0.66                 3.89
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for the periods is based on the performance
  of Class A shares adjusted to include the effect of 0.20% 12b-1 fees
  for Class F shares.

    In addition, as set forth below, the combined management fee and 
12b-1 fee of MFS Total Return Portfolio are greater than those of AIM 
V.I. Balanced Fund and total operating expenses of MFS Total Return, 
including and excluding waivers, are lower than those of AIM V. I. 
Balanced Fund.

                                [Percent]
------------------------------------------------------------------------
                                 AIM V.I. Basic       MFS Total Return
                                  Balanced Fund      Portfolio*  (Class
                                   (Series I)                F)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.57
12b-1 Fee...................  ....................                  0.20
Other Expenses..............                  0.41                  0.04
Total Expenses..............                  1.16                  0.81
Waivers.....................               \+\0.25  ....................
Net Expenses................                  0.91                 0.81
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.
\+\ Contractual waiver to December 31, 2009.

21. Balanced Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in the Balanced Portfolio as of 
December 31, 2005 was approximately $2.242 billion. As of December 31, 
2005, MFS Total Return Portfolio's assets were approximately $511 
million. As set forth below, the historical performance of MFS Total 
Return Portfolio for the three- and five-year periods ended December 
31, 2005 exceeded that of Balanced Portfolio and for the one year ended 
December 31, 2005 was less than that of Balanced Portfolio. Balanced 
Portfolio Institutional shares and Service shares will be substituted 
by Class A and Class F shares, respectively, of MFS Total Return 
Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                                      MFS Total Return
                               Balanced Portfolio     Portfolio  (Class
                                    (Service)                F)*
------------------------------------------------------------------------
One Year....................                  7.66                  2.92
Three Years.................                  9.86                *10.11
Five Years..................                  3.11                *3.89
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for the periods is based on the performance
  of Class A shares adjusted to include the effect of 0.20% 12b-1 fees
  for Class F shares instead of 0% 12b-1 fees for Class A shares.


[[Page 18450]]

    In addition, as set forth below, the management fee and 12b-1 fee 
of MFS Total Return Portfolio is less than those for the Service shares 
of Balanced Portfolio and greater than those of the Institutional 
shares of Balanced Portfolio and MFS Total Return Portfolio's total 
operating expenses are the same as or less than those of Balanced 
Portfolio.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                MFS Total Return      MFS Total Return
                                                                   Balanced Portfolio    Balanced Portfolio    Portfolio*  (Class    Portfolio*  (Class
                                                                     (Institutional)          (Service)                A)                    F)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.55                  0.55                  0.57                  0.57
12b-1 Fee.......................................................  ....................                  0.25  ....................                  0.20
Other Expenses..................................................                  0.02                  0.02                  0.04                  0.04
Total Expenses..................................................                  0.57                  0.82                  0.61                  0.81
Waivers.........................................................  ....................  ....................  ....................  ....................
Net Expenses....................................................                  0.57                  0.82                  0.61                 0.81
--------------------------------------------------------------------------------------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management fee anticipated to take effect on May 1, 2006.

22. MFS Emerging Growth Series--Janus Aggressive Growth Portfolio

    The aggregate amount of assets in the MFS Emerging Growth Series as 
of December 31, 2005 was approximately $714 million. As of December 31, 
2005, Janus Aggressive Growth Portfolio's assets were approximately 
$785 million. As set forth below, the historical performance of Janus 
Aggressive Growth Portfolio for the one- and three-year periods ended 
December 31, 2005 has been greater than that of MFS Emerging Growth 
Series.

                                [Percent]
------------------------------------------------------------------------
                               MFS Emerging Growth    Janus Aggressive
                                Series  (Initial      Growth Portfolio
                                     Class)               (Class A)
------------------------------------------------------------------------
One Year....................                  9.19                 17.11
Three Years.................                 13.84                 17.49
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of Janus Aggressive Growth Portfolio, are lower than 
those of MFS Emerging Growth Series.

                                [Percent]
------------------------------------------------------------------------
                               MFS Emerging Growth
                                Series  (Initial      Janus Aggressive
                                     Class)           Growth  (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.67
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.13                  0.05
Total Expenses..............                  0.88                  0.72
Waivers.....................  ....................  ....................
Net Expenses................                  0.88                  0.72
------------------------------------------------------------------------

23. MFS Money Market Series--BlackRock Money Market Portfolio

    The aggregate amount of assets in the MFS Money Market Series as of 
December 31, 2005 was approximately $2.2 million. As of December 31, 
2005, BlackRock Money Market Portfolio's assets were approximately $711 
million. As set forth below, the historical performance of BlackRock 
Money Market Portfolio for the one-, three- and five-year periods ended 
December 31, 2005 has exceeded that of MFS Money Market Series.

                                [Percent]
------------------------------------------------------------------------
                                                       BlackRock Money
                                MFS Money Market      Market Portfolio
                                Series  (Class A)         (Class A)
------------------------------------------------------------------------
One Year....................                  2.73                  2.89
Three Years.................                  1.37                  1.56
Five Years..................                  1.82                  2.00
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of BlackRock Money Market Portfolio, including and 
excluding waivers, are lower than those of MFS Money Market Series.

[[Page 18451]]



                                [Percent]
------------------------------------------------------------------------
                                                       BlackRock Money
                                MFS Money Market      Market Portfolio
                                Series (Class A)          (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.50                  0.35
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  2.33                  0.07
Total Expenses..............                  2.83                  0.42
Waivers.....................                 *2.23               \+\0.01
Net Expenses................                  0.60                 0.41
------------------------------------------------------------------------
* Contractual waiver of expenses to April 30, 2006, unless extended.
\+\ Contractual waiver of expenses to April 30, 2007, unless extended.

24. MFS Strategic Income Series--Salomon Strategic Bond Opportunities 
Portfolio

    The aggregate amount of assets in the MFS Strategic Income Trust 
Series as of December 31, 2005 was approximately $39 million. As of 
December 31, 2005, Salomon Strategic Bond Portfolio's assets were 
approximately $487 million. The historical performance of Salomon 
Strategic Bond Portfolio has exceeded that of MFS Strategic Income 
Series for the one-, three-, five- and ten-year periods ended December 
31, 2005.

                                [Percent]
------------------------------------------------------------------------
                              MFS Strategic Income    Salomon Strategic
                                 Series (Initial     Bond Opportunities
                                     Class)          Portfolio (Class A)
------------------------------------------------------------------------
Year Ended 12/31/05.........                  1.89                  2.83
Three Years Ended 12/31/05..                  6.61                  7.28
Five Years Ended 12/31/05...                  6.59                  7.65
Ten Years Ended 12/31/05....                  4.56                  7.38
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
expenses of Salomon Strategic Bond Portfolio, including and excluding 
waivers, are lower than those of MFS Strategic Income Series.

                                [Percent]
------------------------------------------------------------------------
                              MFS Strategic Income    Salomon Strategic
                                 Series (Initial     Bond Opportunities
                                     Class)          Portfolio (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.65
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.50                  0.10
Total Expenses..............                  1.25                  0.75
Waivers.....................                 *0.35  ....................
Net Expenses................                  0.90                 0.75
------------------------------------------------------------------------
* Contractual waiver of expenses to April 30, 2006, unless extended.

25. MFS Total Return Series--MFS Total Return Portfolio

    The aggregate amount of assets in the MFS Total Return Series as of 
December 31, 2005 was approximately $3.438 billion. As of December 31, 
2005, MFS Total Return Portfolio's total assets were approximately $511 
million. The historical performance of MFS Total Return Portfolio for 
the one- and three-year periods ended December 31, 2005 has exceeded 
that of MFS Total Return Series. For the five- and ten-year periods 
ended December 31, 2005, the performance of MFS Total Return Series has 
been less than that of MFS Total Return Portfolio. MFS replaced another 
investment adviser of the MFS Total Return Portfolio on May 1, 2003.

                                [Percent]
------------------------------------------------------------------------
                                MFS Total Return
                                 Series (Initial      MFS Total Return
                                     Class)          Portfolio (Class A)
------------------------------------------------------------------------
One Year....................                  2.82                  3.12
Three Years.................                 10.01                 10.31
Five Years..................                  4.83                  4.09
Ten Years...................                  8.96                  8.50
------------------------------------------------------------------------


[[Page 18452]]

    In addition, as set forth below, the management fee and total 
operating expenses of MFS Total Return Portfolio are lower than those 
of MFS Total Return Series.

                                [Percent]
------------------------------------------------------------------------
                                MFS Total Return
                                 Series (Initial      MFS Total Return
                                     Class)         Portfolio (Class A)*
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.57
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.09                  0.04
Total Expenses..............                  0.84                  0.61
Waivers.....................  ....................  ....................
Net Expenses................                  0.84                 0.61
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.

26. Oppenheimer Global Securities Fund/VA--Oppenheimer Global Equity 
Portfolio

    The aggregate amount of assets in the Oppenheimer Global Securities 
Fund/VA as of December 31, 2005 was approximately $3.118 billion. As of 
December 31, 2005, Oppenheimer Global Equity Portfolio's assets were 
approximately $275 million. As set forth below, the performance of 
Oppenheimer Global Equity Portfolio has exceeded that of Oppenheimer 
Global Securities Fund/VA for the one year period ended December 31, 
2005. However, effective May 1, 2005, the Oppenheimer Global Equity 
Portfolio changed its sub-adviser to OppenheimerFunds, Inc. and the 
Portfolio also changed its investment objective and principal 
investment strategies. The Substitution Applicants believe that the 
historical performance information of Oppenheimer Global Equity 
Portfolio does not provide an adequate basis to compare performance. 
The Substitution Applicants believe that the Oppenheimer Global Equity 
Portfolio will provide superior performance based on the performance 
history of its comparable retail fund for the one-, three- and five-
year periods ended December 31, 2005 (whose expenses are higher than 
those of the Replacement Fund), which performance has been comparable 
to that of Oppenheimer Global Securities Fund/VA.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                 Oppenheimer Global    Oppenheimer Global    Oppenheimer Global
                                                 Securities Fund/VA     Equity Portfolio      Equity Portfolio
                                                      (Class B)             (Class B)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 14.06                 15.98                 13.83
Three Years...................................                 24.66  ....................                 24.56
Five Years....................................                  5.57  ....................                  5.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Oppenheimer 
Global Equity Portfolio is lower than that of Oppenheimer Global 
Securities Fund/VA and the total operating expenses of Oppenheimer 
Global Equity Portfolio exceed those of Oppenheimer Global Securities 
Fund/VA.

                                [Percent]
------------------------------------------------------------------------
                               Oppenheimer Global    Oppenheimer Global
                               Securities Fund/VA     Equity Portfolio
                                    (Class B)             (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.63                  0.60
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.04                  0.33
Total Expenses..............                  0.92                  1.18
Waivers.....................  ....................  ....................
Net Expenses................                  0.92                  1.18
------------------------------------------------------------------------

27. The Alger American Balanced Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in The Alger American Fund as of 
December 31, 2005 was approximately $336 million. As of December 31, 
2005, MFS Total Return Portfolio's assets were approximately $511 
million. As set forth below, the historical performance of MFS Total 
Return Portfolio for the one year periods ended December 31, 2005 has 
been less than that of The Alger American Fund and has been comparable 
to that of The Alger American Fund for the three year period ended 
December 31, 2005. The Alger American Fund commenced operations on May 
1, 2002.

[[Page 18453]]



                                [Percent]
------------------------------------------------------------------------
                               The Alger American
                               Balanced Portfolio     MFS Total Return
                                    (Class S)             (Class B)
------------------------------------------------------------------------
One Year....................                  8.15                  2.85
Three Year..................                 10.22                 10.04
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of MFS Total Return Portfolio are lower than those 
of The Alger American Fund.

                                [Percent]
------------------------------------------------------------------------
                               The Alger American
                               Balanced Portfolio     MFS Total Return
                                    (Class S)       Portfolio* (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.57
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  1.06                  0.04
Total Expenses..............                  1.06                  0.86
Waivers.....................  ....................  ....................
Net Expenses................                  1.06                 0.86
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.

28. VIP Growth and Income Portfolio--Lord Abbett Growth and Income 
Portfolio

    The aggregate amount of assets in the VIP Growth and Income 
Portfolio as of December 31, 2005 was approximately $1.597 billion. As 
of December 31, 2005, Lord Abbett Growth and Income Portfolio's total 
assets were approximately $3.116 billion. As set forth below, the 
historical performance of Lord Abbett Growth and Income Portfolio for 
the three and five-year periods ended December 31, 2005 has exceeded 
that of VIP Growth and Income Portfolio and has been less than that of 
VIP Growth and Income for the one year period ended December 31, 2005.

                                [Percent]
------------------------------------------------------------------------
                                 VIP Growth and      Lord Abbett Growth
                                Income Portfolio    and Income Portfolio
                                 (Initial Class)          (Class A)
------------------------------------------------------------------------
One Year....................                  7.63                  3.68
Three Years.................                 12.12                 15.34
Five Years..................                  1.41                  3.48
------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Lord Abbett 
Growth and Income Portfolio is higher than that of VIP Growth and 
Income Portfolio and total operating expenses of Lord Abbett Growth and 
Income Portfolio, with waivers, are the same as those of VIP Growth and 
Income Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                 VIP Growth and      Lord Abbett Growth
                                Income Portfolio    and Income Portfolio
                                 (Initial Class)          (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.47                  0.50
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.12                  0.04
Total Expenses..............                  0.59                  0.54
Waivers.....................                 *0.05
Net Expenses................                  0.54                 0.54
------------------------------------------------------------------------
* Voluntary waiver which can be terminated at any time.

29. VIP Growth Portfolio--T. Rowe Price Large Cap Growth Portfolio

    The aggregate amount of assets in the VIP Growth Portfolio as of 
December 31, 2005 was approximately $8.701 billion. As of December 31, 
2005, T. Rowe Price Large Cap Growth Portfolio's total assets were 
approximately $321 million. As set forth below, the historical 
performance of T. Rowe Price Large Cap Growth Portfolio for the one-, 
three and five-year periods ended December 31, 2005 exceeded that of 
VIP Growth Portfolio. VIP Growth Portfolio Initial Class and Service 
Class shares will be substituted by Class A shares of T. Rowe Price 
Large Cap Growth Portfolio and Service Class 2 shares will be 
substituted by Class B

[[Page 18454]]

shares of T. Rowe Price Large Cap Growth Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                                     T. Rowe Price Large
                              VIP Growth Portfolio  Cap Growth Portfolio
                                 (Initial Class)          (Class A)
------------------------------------------------------------------------
One Year....................                  5.80                  6.59
Three Years.................                 13.26                 15.30
Five Years..................                 -3.92                  1.17
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total 
operating expenses of T. Rowe Price Large Cap Growth Portfolio are 
greater than those of VIP Growth Portfolio except for the Service Class 
shares of VIP Growth Portfolio.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               T. Rowe Price Large   T. Rowe Price Large
                                            VIP Growth Portfolio  VIP Growth Portfolio  VIP Growth Portfolio  Cap Growth Portfolio  Cap Growth Portfolio
                                               (Initial Class)      (Service Class 2)      (Service Class)          (Class A)             (Class B)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee............................                  0.57                  0.57                  0.57                  0.60                  0.60
12b-1 Fee.................................  ....................                  0.25                  0.10  ....................                  0.25
Other Expenses............................                  0.10                  0.10                  0.10                  0.12                  0.12
Total Expenses............................                  0.67                  0.92                  0.77                  0.72                  0.97
Waivers...................................               \+\0.04               \+\0.04               \+\0.04               \+\0.01               \+\0.01
Net Expenses..............................                  0.63                  0.88                  0.73                  0.71                 0.96
--------------------------------------------------------------------------------------------------------------------------------------------------------
* Voluntary waiver which can be discontinued at any time.

30. Lazard Retirement Small Cap Portfolio--Third Avenue Small Cap Value 
Portfolio

    The aggregate amount of assets in the Lazard Retirement Small Cap 
Portfolio as of December 31, 2005 was approximately $137 million. As of 
December 31, 2005, Third Avenue Small Cap Value Portfolio's total 
assets were approximately $912 million. As set forth below, the 
historical performance of Third Avenue Small Cap Value Portfolio for 
the one-year period ended December 31, 2005 exceeded that of Lazard 
Retirement Small Cap Value Portfolio. Third Avenue Small Cap Portfolio 
commenced operation on May 1, 2002.

                                [Percent]
------------------------------------------------------------------------
                                                     Third Avenue Small
                                Lazard Retirement    Cap Value Portfolio
                               Small Cap Portfolio        (Class B)
------------------------------------------------------------------------
One Year....................                  3.99                 15.48
------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Third Avenue 
Small Cap Value Portfolio is the same as that of Lazard Retirement 
Small Cap Portfolio and the total operating expenses of Third Avenue 
Small Cap Value Portfolio are less than those of Lazard Retirement 
Small Cap Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                                     Third Avenue Small
                                Lazard Retirement    Cap Value Portfolio
                               Small Cap Portfolio        (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.75
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.22                  0.05
Total Expenses..............                  1.22                  1.05
Waivers.....................  ....................  ....................
Net Expenses................                  1.22                  1.05
------------------------------------------------------------------------


[FR Doc. 06-3318 Filed 4-10-06; 8:45 am]

BILLING CODE 8010-01-P
