

[Federal Register: October 17, 2006 (Volume 71, Number 200)]
[Notices]               
[Page 61086-61111]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr17oc06-138]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27516; File No. 812-13301]

 
MONY Life Insurance Company of America, et al.

October 12, 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 ``1940 Act'') approving certain 
substitutions of securities and an order of exemption pursuant to 
Section 17(b) of the 1940 Act from Section 17(a) of the 1940 Act.

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Summary of Application: The Section 26 Applicants (as defined below) 
request an order approving the proposed substitution of shares of 
certain series of EQ Advisors Trust (``EQAT'') and AXA Premier VIP 
Trust (``VIP'', together with EQAT, the ``Trusts,'' and each, a 
``Trust''), by the Separate Accounts (as defined below) for shares of 
similar series of unaffiliated registered investment companies (the 
``Substitutions''). In particular, the Section 26 Applicants request an 
order pursuant to Section 26(c) approving the substitution of: (1) 
Class IA shares of the EQ/Calvert Socially Responsible Portfolio for 
Initial Class shares of The Dreyfus Socially Responsible Growth Fund, 
Inc.; (2) Class IA shares of the EQ/Mercury International Value 
Portfolio for Initial Class shares of the Dreyfus Variable Investment 
Fund--International Value Portfolio; (3) Class IA shares of the EQ/Lord 
Abbett Growth and Income Portfolio for Class VC shares of the Lord 
Abbett Series Fund--Growth and Income Portfolio; (4) Class IA shares of 
the EQ/Short Duration Bond Portfolio for shares of the T. Rowe Price 
Fixed Income Series, Inc.--Limited-Term Bond Portfolio; (5) Class IA 
shares of EQ/Money Market Portfolio for shares of the T. Rowe Price 
Fixed Income Series, Inc.--Prime Reserve Portfolio; (6) Class IA shares 
of the EQ/Alliance International Portfolio for shares of the T. Rowe 
Price International Series, Inc.--International Stock Portfolio; (7) 
Class IA shares of the EQ/Van Kampen Emerging Markets Equity Portfolio 
for Class I shares of The Universal Institutional Funds, Inc.--Emerging 
Markets Equity Portfolio; (8) Class IA shares of the EQ/FI Mid Cap 
Portfolio for shares of the Old Mutual Insurance Series Fund--Mid-Cap 
Portfolio; (9) Class IA shares of the EQ/Lord Abbett Mid Cap Value 
Portfolio for Class VC shares of the Lord Abbett Series Fund--Mid-Cap 
Value Portfolio; (10) Class IA shares of the EQ/JPMorgan Core Bond 
Portfolio for Administrative Class shares of the PIMCO Variable 
Insurance Trust--Real Return Portfolio; and (11) Class A shares of the 
AXA Premier VIP High Yield Portfolio for Class VC shares of the Lord 
Abbett Series Fund--Bond Debenture Portfolio. Applicants also request 
an order of exemption to permit certain in-kind transactions in 
connection with the proposed Substitutions (the ``In-Kind 
Transactions''). Each of the portfolios involved in the Substitutions 
serves as an underlying investment option for certain variable annuity 
contracts and/or variable life insurance policies (``Contracts'') 
issued by the Insurance Companies (as defined below). The portfolios 
receiving assets in the Substitutions are referred to in this notice as 
the ``Replacement Portfolios.'' The portfolios from which the assets 
are transferred in connection with the Substitutions are referred to in 
this notice as the ``Removed Portfolios.''

Applicants: MONY Life Insurance Company of America (``MLOA''), MONY 
Life Insurance Company (``MONY'', with MLOA, each an ``Insurance 
Company'' and collectively, the ``Insurance Companies''), MONY America 
Variable Account A (``MLOA Separate Account A''), MONY America Variable 
Account L (``MLOA Separate Account L'' and together with MLOA Separate 
Account A, ``MLOA Separate Accounts''), MONY Variable Account A (``MONY 
Separate Account A'') and MONY Variable Account L (``MONY Separate 
Account L'' and together with MONY Separate Account A, ``MONY Separate 
Accounts'') (the MONY Separate Accounts and the MLOA Separate Accounts 
are referred to as the ``Separate Accounts'' and individually as a 
``Separate Account'') (the Separate Accounts and the Insurance 
Companies are referred to as the ``Section 26 Applicants''). EQAT is 
also an applicant for purposes of the order pursuant to Section 17(b) 
together with the Insurance Companies and the Separate Accounts (the 
``Section 17 Applicants'').

Filing Date: The application was filed on June 1, 2006 and amended on 
October 6, 2006.

[[Page 61087]]


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 November 2, 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 issues 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: c/o Steven M. Joenk, Senior 
Vice President, AXA Equitable Life Insurance Company, 1290 Avenue of 
the Americas, New York, New York 10104.

FOR FURTHER INFORMATION CONTACT: Ellen Sazzman, Senior Counsel, at 
(202) 551-6762, or Harry Eisenstein, Branch Chief, Office of Insurance 
Products at (202) 551-6795, Office of Insurance Products, Division of 
Investment Management.

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 (tel. (202) 551-8090).

Applicants' Representations

    1. MLOA is a stock life insurance company organized in 1969 under 
the laws of the State of Arizona. MLOA is licensed to sell life 
insurance and annuities in 49 states (not including New York), the 
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. MONY is 
a stock life insurance company organized in 1998 under the laws of New 
York. MONY is licensed to sell life insurance and annuities in 50 
states, the District of Columbia, Puerto Rico, and the U.S. Virgin 
Islands. Each Insurance Company is a wholly owned subsidiary of AXA 
Financial, Inc., a diversified financial services company, which is a 
wholly owned subsidiary of the AXA Group, the holding company for an 
international group of insurance and related financial services 
companies. MLOA serves as depositor for each of the MLOA Separate 
Accounts; MONY serves as depositor for each of the MONY Separate 
Accounts.
    2. MLOA Separate Account A and MLOA Separate Account L were 
established under Arizona law in 1987 and 1985, respectively, pursuant 
to authority granted by MLOA's Board of Directors. Each MLOA Separate 
Account is a segregated asset account of MLOA and is registered with 
the Commission as a unit investment trust under the 1940 Act. The MLOA 
Separate Accounts fund the respective variable benefits available under 
the Contracts issued by MLOA. Units of interest in the MLOA Separate 
Accounts under the Contracts are registered under the Securities Act of 
1933 (``1933 Act'').\1\
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    \1\ See File Nos. 333-72632, 333-91776, 333-59717, 333-92066 
(MLOA Separate Account A) and 333-06071, 333-104162, 333-72596, 333-
56969, 33-82570, 333-64417, 333-72578 (MLOA Separate Account L).
---------------------------------------------------------------------------

    3. MONY Separate Account A and MONY Separate Account L were each 
established under New York law in 1990 pursuant to authority granted by 
MONY's Board of Trustees. Each MONY Separate Account is a segregated 
asset account of MONY and is registered with the Commission as a unit 
investment trust under the 1940 Act. The MONY Separate Accounts fund 
the respective variable benefits available under the Contracts issued 
by MONY. Units of interest in the MONY Separate Accounts under the 
Contracts are registered under the 1933 Act.\2\
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    \2\ See File No. 333-72714, 333-92320, 333-92312, 333-72259 
(MONY Separate Account A) and 333-104156, 333-71417, 333-01581, 333-
72590, 333-71677, 333-72594 (MONY Separate Account L).
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    4. EQAT and VIP are each organized as a Delaware statutory trust 
and registered as an open-end management investment company under the 
1940 Act. Each is an affiliate of the Section 26 Applicants. The shares 
of each Trust are registered under the 1933 Act. Each Trust is a series 
investment company. EQAT currently has 63 separate series and VIP 
currently has 20 separate series (each a ``Portfolio'' and 
collectively, the ``Portfolios''). AXA Equitable Life Insurance Company 
currently serves as investment manager (``Manager'') of each of the 
Portfolios. The Replacement Portfolios are series of the Trusts. The 
Removed Portfolios are series of unaffiliated registered investment 
companies.
    5. Each Trust currently offers two classes of shares, Class IA and 
Class IB shares for EQAT and Class A and Class B shares for VIP, which 
differ only in that Class IB and Class B shares are subject to a 
distribution plan adopted and administered pursuant to Rule 12b-1 under 
the 1940 Act. Under that distribution plan, up to 0.50% of the average 
daily net assets attributable to the Class IB or Class B shares of each 
Portfolio may be used to pay for distribution and shareholder services. 
The distributors for the shares of each Portfolio are AXA Advisors, LLC 
(``AXA Advisors'') and AXA Distributors, LLC (``AXA Distributors''). 
Under the Distribution Agreements with respect to the promotion, sale 
and servicing of shares of each Portfolio, payments to AXA Advisors and 
AXA Distributors, with respect to activities under the distribution 
plan, are currently limited to payments at an annual rate equal to 
0.25% of the average daily net assets of each Portfolio (including the 
Replacement Portfolios) attributable to its Class IB or Class B shares.
    6. The Manager has retained investment sub-advisers (``Advisers'') 
to provide day-to-day investment advisory services for each of the 61 
of the 63 current EQAT Portfolios and 11 of the 20 current VIP 
Portfolios. The Trusts have received an exemptive order from the 
Commission (``Multi-Manager Order'') that permits the Manager, or any 
entity controlling, controlled by, or under common control (within the 
meaning of Section 2(a)(9) of the 1940 Act) with the Manager, subject 
to certain conditions, including approval of the Board of Trustees of 
the relevant Trust, and without the approval of shareholders to: (i) 
Select new or additional Advisers for each Portfolio; (ii) enter into 
new Investment Advisory Agreements with Advisers (``Advisory 
Agreements'') and/or materially modify the terms of any existing 
Advisory Agreement; (iii) terminate any existing Adviser and replace 
the Adviser; and (iv) continue the employment of an existing Adviser on 
the same contract terms where the Advisory Agreement has been assigned 
because of a change of control of the Adviser.
    7. The variable annuity Contracts subject to this Application 
include flexible premium deferred variable annuity contracts with a 
variety of sales charge structures. These variable annuity Contracts 
are issued to or on behalf of individuals. All variable annuity 
Contracts allow the Contract owner to allocate contributions or premium 
payments among the variable and any fixed investment options available 
under the variable annuity Contracts. The contributions or premium 
payments accumulate in the investment options. The variable life 
insurance Contracts issued by the Insurance Companies include flexible 
premium individual variable life, second to die and corporate variable 
life policies. Premium payments under the variable life insurance 
Contracts

[[Page 61088]]

accumulate in variable and any fixed investment options.
    8. The Section 26 Applicants have reserved the right under the 
Contracts to substitute shares of another eligible investment fund for 
one of the current investment funds offered as a funding option under 
the Contracts. The prospectuses for the Contracts and the Separate 
Accounts contain appropriate disclosure of this right.
    9. The Contracts do not restrict transfers from a variable 
subaccount and there are no limits on transfers into a variable 
subaccount or a guaranteed account (for those Contracts that offer a 
guaranteed account investment option), although transfer charges may 
apply. For those variable annuity Contracts that offer a guaranteed 
account investment option, except with respect to New York variable 
annuity Contracts, transfers from the guaranteed account are subject to 
a market value adjustment if the transfer request is not received at 
the end of the prescribed accumulation period. In addition, for New 
York variable annuity Contracts, a minimum amount must be maintained in 
a guaranteed account for those Contracts that have investments in such 
accounts and a minimum number of free transfers are guaranteed. For 
variable life insurance Contracts that offer a guaranteed account 
investment option, there is a dollar limit on the amount that can be 
held in, and the amount that may be transferred from, the guaranteed 
account. Also with respect to variable life insurance Contracts, 
transfers from a guaranteed account may only be made once a year. With 
respect to certain variable life insurance Contracts, including New 
York life insurance Contracts, there are a minimum number of free 
transfers guaranteed. With respect to corporate-owned life insurance 
Contracts, transfers are not permitted between a guaranteed account and 
a fixed separate account.
    10. Each Insurance Company, on its own behalf and on behalf of its 
Separate Accounts, proposes to exercise its contractual right to 
substitute a different eligible investment fund for one of the current 
investment funds offered as a funding option under the Contracts. In 
particular, the Section 26 Applicants propose the following 
substitutions:

------------------------------------------------------------------------
           Removed portfolios                 Replacement portfolios
------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth  EQ/Calvert Socially Responsible
 Fund, Inc. (Initial Class shares).       Portfolio (Class IA shares).
Dreyfus Variable Investment Fund--       EQ/Mercury International Value
 International Value Portfolio (Initial   Portfolio (Class IA shares).
 Class shares).
Lord Abbett Series Fund--Growth and      EQ/Lord Abbett Growth and
 Income Portfolio (Class VC shares).      Income Portfolio (Class IA
                                          shares).
T. Rowe Price Fixed Income Series,       EQ/Short Duration Bond
 Inc.--Limited-Term Bond Portfolio.       Portfolio (Class IA shares).
T. Rowe Price Fixed Income Series,       EQ/Money Market Portfolio
 Inc.--Prime Reserve Portfolio.           (Class IA shares).
T. Rowe Price International Series,      lEQ/Alliance International
 Inc.--International Stock Portfolio.     Portfolio (Class IA shares).
The Universal Institutional Funds,       EQ/Van Kampen Emerging Markets
 Inc.--Emerging Markets Equity            Equity Portfolio (Class IA
 Portfolio (Class I shares).              shares).
Old Mutual Insurance Series Fund--Mid-   EQ/FI Mid Cap Portfolio (Class
 Cap Portfolio.                           IA shares).
Lord Abbett Series Fund--Mid-Cap Value   EQ/Lord Abbett Mid Cap Value
 Portfolio (Class VC shares).             Portfolio (Class IA shares).
PIMCO Variable Insurance Trust--Real     EQ/JPMorgan Core Bond Portfolio
 Return Portfolio (Administrative Class   (Class IA shares).
 shares).
Lord Abbett Series Fund--Bond-Debenture  AXA Premier VIP High Yield
 Portfolio (Class VC shares).             Portfolio (Class A shares).
------------------------------------------------------------------------

    11. The Section 26 Applicants propose the Substitutions as part of 
a continued and overall business plan by each of the Insurance 
Companies to make its Contracts more attractive to existing Contract 
owners or to prospective purchasers, as the case may be. Each Insurance 
Company has reviewed its Contracts and each investment option offered 
under its Contracts with the goal of providing a superior choice of 
investment alternatives. The Substitutions are being proposed to 
address the lack of Contract owner interest in the Removed Portfolios, 
which generally have not attracted sufficient Contract owner interest 
to support maintaining them as separate investment options under the 
Contracts, particularly where they duplicate or substantially overlap 
with other investment options offered through the Separate Accounts. 
The Substitutions also are intended to simplify the prospectuses and 
related materials with respect to the Contracts and the investment 
options available through the Separate Accounts. Additionally, each 
Substitution will substitute shares of the Replacement Portfolio for 
shares of the Removed Portfolio, which has similar investment 
objectives, policies and risks as the Replacement Portfolio. In 
addition, the Insurance Companies have agreed to impose certain expense 
limits with respect to the Replacement Portfolios for certain periods 
after the Substitutions, as described below. Furthermore, the 
Substitutions ultimately may enable the Insurance Companies to reduce 
certain of the costs that they incur in administering the Contracts by 
removing overlapping and unpopular Portfolios. Moreover, the proposed 
Substitutions would replace an unaffiliated Portfolio with a Portfolio 
for which AXA Equitable serves as Manager and, thus, would permit AXA 
Equitable to appoint, dismiss and replace Advisers and amend Advisory 
Agreements as necessary to seek optimal performance from the Portfolio 
and its portfolio managers. Finally, the Substitutions are designed to 
provide Contract owners with an opportunity to continue their 
investment in a similar Portfolio without interruption and without any 
cost to them.
    12. The Insurance Companies have agreed to bear all expenses 
incurred in connection with the Substitutions and related filings and 
notices, including legal, accounting, brokerage and other fees and 
expenses. On the effective date of the Substitutions (``Substitution 
Date''), the amount of any Contract owner's Contract value or the 
dollar value of a Contract owner's investment in the relevant Contract 
will not change as a result of the Substitutions.
    13. The following is a description and comparison of the investment 
objectives, policies and risks of each Removed Portfolio and its 
corresponding Replacement Portfolio:

[[Page 61089]]



                                   (1)
------------------------------------------------------------------------
             Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth     EQ/Calvert Socially
 Fund, Inc. (Initial Class shares): The      Responsible Portfolio
 Portfolio seeks to provide capital          (Class IA shares): The
 growth, with current income as a            Portfolio seeks long-term
 secondary goal. Under normal                capital appreciation. Under
 circumstances, the Portfolio invests at     normal circumstances, the
 least 80% of its assets in common stocks    Portfolio invests at least
 of companies that the manager believes      80% of its net assets in
 meet traditional investment standards and   large-cap companies that
 conduct their business in a manner that     meet both investment and
 contributes to the enhancement of the       social criteria. The
 quality of life in America. The Portfolio   Adviser utilizes multiple
 normally focuses on large-cap growth        investment styles in
 stocks. The Portfolio may also invest in    selecting securities
 value-oriented stocks, mid-cap stocks and   including growth, growth at
 small-cap stocks. The Portfolio may         a reasonable price, value
 invest in foreign securities. The           and momentum models. The
 Portfolio may invest in securities of       Portfolio may invest up to
 companies in initial public offerings       10% of its total assets in
 (``IPOs'') and derivatives. The Portfolio   foreign securities and up
 may invest up to 15% of the value of its    to 15% of its net assets in
 net assets in illiquid securities.          illiquid securities. The
                                             Portfolio also may invest
                                             in derivatives and in
                                             securities issued in an
                                             IPO.
Principal Risks:                            Principal Risks:
     Market Risk                        Market Risk
     Issuer Risk                        Asset Class Risk
     Market Sector Risk                 Equity Risk
     Social Investment Risk             Adviser
                                                Selection Risk
     Small and Midsize Company          Security
     Risk                                       Selection Risk
     Growth Stock Risk                  Derivatives Risk
     Value Stock Risk               3 Foreign Securities
                                             Risk
     Foreign Investment Risk        3 Security Risk
                                                Liquidity Risk
                                                Mid-Cap Company
                                                Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that The Dreyfus Socially 
Responsible Growth Fund, Inc. and the EQ/Calvert Socially Responsible 
Portfolio have substantially similar investment objectives, policies 
and risks and that the essential objectives and expectations of 
Contract owners will continue to be met after the Substitution. In this 
connection, the Section 26 Applicants note that each Portfolio invests 
virtually all of its assets in securities of companies that satisfy 
both social and investment criteria. Each Portfolio invests mostly in 
large-cap companies, but also may invest in small- and mid-cap 
companies. In addition, the Section 26 Applicants believe that the 
Portfolios' advisers use comparable investment styles in managing each 
Portfolio's assets and that, while the principal risks are stated 
somewhat differently, the Portfolios have substantially similar risk 
profiles. Each Portfolio is subject to general investment risks, such 
as market risk, asset class risk and security risk, and to very similar 
portfolio risks, such as equity risk, social investing risk and foreign 
securities risk.

[[Page 61090]]



                                   (2)
------------------------------------------------------------------------
             Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
Dreyfus Variable Investment Fund--          EQ/Mercury International
 International Value Portfolio (Initial      Value Portfolio (Class IA
 Class shares): The Portfolio seeks long     shares): The Portfolio
 term capital growth. The Portfolio          seeks to provide current
 normally invests at least 80% of its        income and long-term growth
 assets in stocks. The Portfolio invests     of income, accompanied by
 most of its assets in securities of         growth of capital. Under
 foreign companies which the adviser         normal circumstances, the
 considers to be value companies. The        Portfolio invests at least
 Portfolio may invest in securities of       80% of its net assets, plus
 companies of any size and may invest in     borrowings for investment
 companies located in emerging markets.      purposes, in stocks that
 The Portfolio also may invest in stocks     pay dividends. Stocks may
 issued in an IPO, it may invest in          include common stocks,
 derivatives and it may make short sales.    preferred stocks,
                                             securities convertible into
                                             common or preferred stocks
                                             and warrants. The Portfolio
                                             invests primarily in
                                             securities of companies
                                             located in developed
                                             foreign markets, but may
                                             invest in securities issued
                                             by companies located in
                                             emerging markets. In
                                             investing the Portfolio's
                                             assets, the Adviser follows
                                             a value investment style.
                                             The Portfolio may invest in
                                             companies of any size,
                                             although it generally will
                                             invest in large cap
                                             companies. The Portfolio
                                             also may invest in
                                             derivatives and in
                                             securities issued in an
                                             IPO.
Principal Risks:                            Principal Risks:
     Market Risk                        Market Risk
     Issuer Risk                        Asset Class Risk
     Market Sector Risk                 Equity Risk
     Small and Midsize Company          Adviser
     Risk                                       Selection Risk
     Value Stock Risk                   Security
                                                Selection Risk
     Foreign Investment Risk            Convertible
                                                Securities Risk
     Foreign Currency Risk              Derivatives Risk
     Emerging Market Risk               Liquidity Risk
     Derivatives Risk                   Small-Cap and
                                                Mid-Cap Company Risk
     Short Sale Risk                    Value Investing
                                                Risk
     IPO Risk                           Security Risk
                                                Foreign
                                                Securities Risk
                                                Currency Risk
                                                Depositary
                                                Receipts Risk
                                                Emerging Market
                                                Risk
                                                Settlement Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Dreyfus Variable 
Investment Fund--International Value Portfolio and the EQ/Mercury 
International Value Portfolio have similar investment objectives and 
substantially similar investment policies and risks. The Section 26 
Applicants also believe that the essential objectives and expectations 
of Contract owners will continue to be met after the Substitution. In 
this connection, the Section 26 Applicants note that each Portfolio 
invests virtually all of its assets in foreign stocks. In addition, the 
Section 26 Applicants believe that the Portfolios' advisers use a value 
investment style in managing each Portfolio's assets. Each Portfolio 
may invest in companies of any size and in companies located in 
emerging markets. Moreover, the Section 26 Applicants believe that 
while the principal risks are stated somewhat differently, the 
Portfolios have substantially similar risk profiles. The Section 26 
Applicants note that each Portfolio is subject to general investment 
risks, such as market risk, asset class risk and security risk, and to 
very similar portfolio risks, such as equity risk, foreign securities 
and emerging markets risk and value investing risk.

[[Page 61091]]



                                   (3)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Lord Abbett Series Fund--Growth and      EQ/Lord Abbett Growth and
 Income Portfolio (Class VC shares):      Income Portfolio (Class IA
 The Portfolio seeks long term growth     shares): The Portfolio seeks
 of capital and income without            capital appreciation and
 excessive fluctuations in market         growth of income without
 value. Under normal circumstances, the   excessive fluctuation in
 Portfolio will invest at least 80% of    market value. Under normal
 its net assets in equity securities of   circumstances, the Portfolio
 large companies. The Portfolio           invests at least 80% of its
 primarily purchases equity securities    net assets in equity
 of large, seasoned U.S. and multi-       securities of large companies.
 national companies that the adviser      The Portfolio primarily
 believes are undervalued. Equity         purchases equity securities of
 securities in which the Portfolio may    large, seasoned U.S. and multi-
 invest may include common stocks,        national companies that the
 preferred stocks, convertible            Adviser believes are
 securities, warrants, and similar        undervalued. Equity securities
 instruments. The Portfolio may           in which the Portfolio may
 purchase and write national securities   invest include common stocks,
 exchange-listed put and call options     preferred stocks, convertible
 on securities or securities indices      securities, warrants, and
 and it may use options for hedging or    similar instruments. The
 cross-hedging purposes or to seek to     Portfolio may purchase and
 increase total return.                   write exchange-listed put and
                                          call options on securities or
                                          securities indices for hedging
                                          or cross-hedging purposes or
                                          to seek to increase total
                                          return.
Principal Risks:                         Principal Risks:
 Market Risk                      Convertible Securities
 Asset Class Risk                 Risk
 Equity Risk                      Derivatives Risk
 Security Selection Risk          Futures and Options
 Liquidity Risk                   Risk
 Foreign Securities Risk          Security Selection
 Security Risk                    Risk
 Value Investing Risk             Equity Risk
                                          Foreign Securities
                                          Risk
                                          Value Investing Risk
                                          Adviser Selection Risk
                                          Asset Class Risk
                                          Market Risk
                                          Security Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Lord Abbett Series 
Fund--Growth and Income Portfolio and the EQ/Lord Abbett Growth and 
Income Portfolio have substantially identical investment objectives, 
policies and risks and that the essential objectives and expectations 
of Contract owners will continue to be met after the Substitution. In 
this connection, the Section 26 Applicants note that each Portfolio 
invests virtually all of its assets in equity securities of large 
companies. Each Portfolio also may invest in foreign securities and 
derivatives for hedging and non-hedging purposes to the same extent. In 
addition, the Section 26 Applicants believe that the adviser to each 
Portfolio, which is the same for both Portfolios, uses an identical 
investment style in managing each Portfolio's assets and that, while 
the principal risks are stated somewhat differently, the Portfolios 
have substantially identical risk profiles. Each Portfolio is subject 
to general investment risks, such as market risk, asset class risk and 
security risk, and to substantially identical portfolio risks, such as 
equity risk, foreign securities risk and value investing risk.

                                   (4)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
T. Rowe Price Fixed Income Series,       EQ/Short Duration Bond
 Inc.--Limited-Term Bond Portfolio: The   Portfolio (Class IA shares):
 Portfolio seeks a high level of          The Portfolio seeks current
 current income consistent with           income and reduced volatility
 moderate fluctuations in principal       of principal. Under normal
 value. Normally, the Portfolio invests   circumstances, the Portfolio
 at least 80% of its net assets in        invests at least 80% of its
 bonds and 65% of total assets in short-  net assets, plus borrowings
  and intermediate-term bonds. There      for investment purposes, in
 are no maturity limitations on           bonds and other debt
 individual securities purchased, but     securities. These securities
 the Portfolio's average effective        include U.S. Government bonds
 maturity will not exceed five years.     and notes, corporate bonds,
 At least 90% of the Portfolio's assets   municipal bonds, asset-backed
 will consist of investment grade         bonds, mortgage-related bonds,
 securities and up to 10% of its assets   convertible securities and
 can be invested in below investment      preferred stocks. The
 grade securities. The Portfolio's        Portfolio intends to invest
 holdings may include mortgage-backed     only in investment grade fixed
 securities, derivatives and foreign      income securities and seeks to
 securities. There is no limit on the     maintain a minimum average
 Portfolio's investments in U.S. dollar-  credit quality rating of
 denominated debt securities issued by    ``A.'' The Portfolio may
 foreign issuers, foreign branches of     invest in securities with
 U.S. banks, and U.S. branches of         effective or final maturities
 foreign banks, however, the Portfolio    of any length at the time of
 may only invest up to 10% of its total   purchase, but it is
 assets (excluding reserves) in non-      anticipated that the average
 U.S. dollar-denominated fixed-income     effective maturity of the
 securities.                              Portfolio will range from one
                                          to four years. The average
                                          duration of the overall
                                          Portfolio will be between one
                                          and three years. The Portfolio
                                          also may invest in derivatives
                                          and up to 20% of its total
                                          assets in U.S. dollar
                                          denominated fixed income
                                          securities of foreign issuers.
Principal Risks:                         Principal Risks:
     Interest Rate Risk           Market Risk
     Credit Risk                  Asset Class Risk
     Prepayment and Extension     Adviser Selection Risk
     Risk
     Derivatives Risk             Security Selection
                                          Risk
     Foreign Investing Risk       Derivatives Risk
                                          Fixed Income Risk
                                          Asset-Backed
                                          Securities Risk
                                          Credit Risk
                                          Interest Rate Risk
                                          Investment Grade
                                          Securities Risk

[[Page 61092]]


                                          Mortgage-Backed
                                          Securities Risk
                                          Foreign Securities
                                          Risk
                                          Security Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the T. Rowe Price Fixed 
Income Series, Inc.--Limited-Term Bond Portfolio and the EQ/Short 
Duration Bond Portfolio have substantially similar investment 
objectives, policies and risks and that the essential objectives and 
expectations of Contract owners will continue to be met after the 
Substitution. In this connection, the Section 26 Applicants note that 
each Portfolio invests virtually all of its assets in investment grade 
bonds and seeks to maintain an average effective maturity that is 
generally within the same range. Each Portfolio may invest in the same 
types of debt securities, such as asset-backed and mortgage-backed 
securities. Each Portfolio also may invest in U.S. dollar-denominated 
debt securities of foreign issuers and derivatives. Moreover, the 
Section 26 Applicants believe that while the principal risks are stated 
somewhat differently, the Portfolios have substantially similar risk 
profiles. Each Portfolio is subject to general investment risks, such 
as asset class risk and security risk, and to very similar portfolio 
risks, such as fixed income risk, including credit risk and interest 
rate risk, foreign securities risk and derivatives risk.

                                   (5)
------------------------------------------------------------------------
           Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
T. Rowe Price Fixed Income Series,       EQ/Money Market Portfolio
 Inc.--Prime Reserve Portfolio: The       (Class IA shares): The
 Portfolio seeks to preserve capital,     Portfolio seeks to obtain a
 liquidity and, consistent with these,    high level of current income,
 the highest possible current income.     preserve its assets and
 The Portfolio is a money market fund,    maintain liquidity. The
 which is managed to provide a stable     Portfolio invests primarily in
 share price of $1.00 and invests in      a diversified portfolio of
 high-quality U.S. dollar-denominated     high-quality U.S. dollar
 money market securities. The fund's      denominated money market
 average weighed maturity will not        instruments. The Portfolio
 exceed 90 days and it will not           will maintain a dollar-
 purchase any security with a maturity    weighted average portfolio
 longer than 13 months.                   maturity of 90 days or less
                                          and will invest only in
                                          instruments with a remaining
                                          maturity of 397 calendar days
                                          or less. The Portfolio may
                                          invest in mortgaged-backed and
                                          asset-backed securities and
                                          normally invests at least 25%
                                          of its net assets in bank
                                          obligations. The Portfolio may
                                          also invest up to 20% of its
                                          total assets in U.S. dollar
                                          denominated money market
                                          instruments of foreign
                                          branches of foreign banks.
Principal Risks:                         Principal Risks:
     Credit Risk                  Market Risk
     Interest Rate Risk           Asset Class Risk
     Money Market Risk            Adviser Selection Risk
                                          Security Selection
                                          Risk
                                          Banking Industry
                                          Sector Risk
                                          Foreign Securities
                                          Risk
                                          Security Risk
                                          Money Market Risk
                                          Fixed Income Risk
                                          Credit Risk
                                          Interest Rate Risk
                                          Asset-Backed
                                          Securities Risk
                                          Mortgage-Backed
                                          Securities Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the T. Rowe Price Fixed 
Income Series, Inc.--Prime Reserve Portfolio and the EQ/Money Market 
Portfolio have substantially identical investment objectives, policies 
and risks and that the essential objectives and expectations of 
Contract owners will continue to be met after the Substitution. In this 
connection, the Section 26 Applicants note that each Portfolio is a 
money market fund and invests all of its assets in high-quality U.S. 
dollar denominated money market instruments permitted under Rule 2a-7 
under the 1940 Act. In addition, each Portfolio is managed to maintain 
a stable share price of $1.00 and has an average weighted maturity that 
will not exceed 90 days. The Section 26 Applicants believe that the 
Portfolios also have substantially identical risk profiles. Each 
Portfolio is subject to general investment risks, such as asset class 
risk and security risk, and to very similar portfolio risks, such as 
money market risk and fixed income risk, including credit risk and 
interest rate risk.

[[Page 61093]]



                                   (6)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
T. Rowe Price International Series,      EQ/Alliance International
 Inc.--International Stock Portfolio:     Portfolio (Class IA shares):
 The Portfolio seeks long-term growth     The Portfolio seeks to achieve
 of capital through investments           long-term growth of capital.
 primarily in common stocks of            The Portfolio intends, under
 established, non-U.S. companies.         normal market conditions, to
 Normally, at least 80% of the            invest primarily in equity
 Portfolio's net assets will be           securities. The Portfolio
 invested in stocks. The Portfolio        invests in both growth-
 expects to invest substantially all of   oriented and value-oriented
 its assets in stocks outside the U.S.    stocks of non-U.S. companies.
 and to diversify broadly among           The growth portion of the
 developed and emerging countries         Portfolio invests primarily in
 throughout the world. The Portfolio      a diversified portfolio of
 utilizes an investment style that        equity securities of non-U.S.
 incorporates growth and value            companies or foreign
 investing components. The Portfolio      governmental enterprises from
 may purchase securities of any size,     anywhere in the world
 but focuses on large and, to a lesser    (including in emerging
 extent, medium-sized companies. The      markets). The value portion of
 Portfolio may invest in derivatives.     the Portfolio invests
                                          primarily in equity securities
                                          of issuers in countries that
                                          comprise the MSCI EAFE Index
                                          and Canada. The Portfolio also
                                          may invest in any investment
                                          grade fixed income security
                                          and in derivatives.
Principal Risks:                         Principal Risks:
     Currency Risk                Market Risk
     Geographic Risk              Asset Class Risk
     Emerging Market Risk         Adviser Selection Risk
     Foreign Investing Risk       Security Selection
                                          Risk
     Futures/Options Risk         Security Risk
                                          Convertible Securities
                                          Risk
                                          Derivatives Risk
                                          Equity Risk
                                          Fixed Income Risk
                                          Investment Grade
                                          Securities Risk
                                          Interest Rate Risk
                                          Foreign Securities
                                          Risk
                                          Currency Risk
                                          Emerging Markets Risk
                                          Value Investing Risk
                                          Growth Investing Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the T. Rowe Price 
International Series, Inc.--International Stock Portfolio and the EQ/
Alliance International Portfolio have substantially similar investment 
objectives, policies and risks and that the essential objectives and 
expectations of Contract owners will continue to be met after the 
Substitution. In this connection, the Section 26 Applicants note that 
each Portfolio invests virtually all of its assets in equity securities 
of foreign companies. Each Portfolio may invest companies in developed 
and emerging markets. Each Portfolio also invests mostly in large-cap 
companies, but may invest in smaller companies as well. In addition, 
the Section 26 Applicants believe that the adviser to each Portfolio 
uses comparable investment styles in managing each Portfolio's assets 
and that, while the principal risks are stated somewhat differently, 
the Portfolios have substantially similar risk profiles. Each Portfolio 
is subject to general investment risks, such as market risk, asset 
class risk and security risk, and to very similar portfolio risks, such 
as equity risk, foreign securities and emerging markets risk and growth 
investing risk.

                                   (7)
------------------------------------------------------------------------
           Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
The Universal Institutional Funds,       EQ/Van Kampen Emerging Markets
 Inc.--Emerging Markets Equity            Equity Portfolio (Class IA
 Portfolio (Class I shares): The          shares): The Portfolio seeks
 Portfolio seeks long-term capital        long-term capital
 appreciation by investing primarily in   appreciation. Under normal
 growth-oriented equity securities of     circumstances, the Portfolio
 issuers in emerging market countries.    invests at least 80% of its
 Under normal circumstances, at least     net assets, plus borrowings
 80% of the Portfolio's assets will be    for investment purposes, in
 invested in equity securities located    equity securities of companies
 in emerging market countries. The        located in emerging market
 Portfolio combines top-down country      countries or other equity
 allocation with bottom-up stock          investments that are tied
 selection. The Portfolio also may        economically to emerging
 invest in derivatives and, to a          market countries. Such equity
 limited extent, in U.S. Government       securities may include common
 securities and debt securities rated     stocks, securities convertible
 below investment grade (also known as    into common stocks, preferred
 ``junk bonds'').                         stocks, depositary receipts,
                                          rights and warrants. The
                                          Portfolio combines top-down
                                          country allocation with bottom-
                                          up stock selection. The
                                          Portfolio also may invest, to
                                          a limited extent, in debt
                                          securities rated below
                                          investment grade (also known
                                          as ``junk bonds''). The
                                          Portfolio currently is non-
                                          diversified, however, it is
                                          expected that the Portfolio's
                                          subclassification will be
                                          changed from non-diversified
                                          to diversified prior to the
                                          Substitution. The Portfolio
                                          may also invest in derivatives
                                          to a limited extent.
Principal Risks:                         Principal Risks:
     Market Risk                  Market Risk
     Emerging Markets Risk        Asset Class Risk
     Foreign Securities Risk      Adviser Selection Risk
     Currency Risk                Security Selection
                                          Risk
     Security Risk                Convertible Securities
                                          Risk
     Derivatives Risk             Derivatives Risk

[[Page 61094]]


     Equity Risk                  Equity Risk
                                          Fixed Income Risk
                                          Junk Bonds and Lower
                                          Rated Securities Risk
                                          Foreign Securities
                                          Risk
                                          Currency Risk
                                          Emerging Markets Risk
                                          Security Risk
                                          Growth Investing Risk
                                          Liquidity Risk
                                          Portfolio Turnover
                                          Risk
                                          Focused Portfolio Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that The Universal Institutional 
Funds, Inc.--Emerging Markets Equity Portfolio and the EQ/Van Kampen 
Emerging Markets Equity Portfolio have substantially identical 
investment objectives, policies and risks and that the essential 
objectives and expectations of Contract owners will continue to be met 
after the Substitution. In this connection, the Section 26 Applicants 
note that each Portfolio invests virtually all of its assets in equity 
securities of companies located in emerging markets countries. In 
addition, the Portfolios' advisers are affiliated companies. The 
Section 26 Applicants believe that the Portfolios' advisers use a 
substantially identical investment style in managing each Portfolio's 
assets and that, while the principal risks are stated somewhat 
differently, the Portfolios have substantially identical risk profiles. 
Each Portfolio is subject to general investment risks, such as market 
risk, asset class risk and security risk, and to substantially 
identical portfolio risks, such as equity risk, foreign securities and 
emerging markets risk and growth investing risk.

                                   (8)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Old Mutual Insurance Series Fund--Mid-   EQ/FI Mid Cap Portfolio (Class
 Cap Portfolio: The Portfolio seeks to    IA shares): The Portfolio
 provide above-average total return       seeks long-term growth of
 over a 3 to 5 year market cycle,         capital. The Portfolio
 consistent with reasonable risk. The     normally invests at least 80%
 Portfolio normally invests at least      of its net assets, plus any
 80% of its net assets, plus any          borrowings for investment
 borrowings for investment purposes, in   purposes, in common stocks of
 equity securities of mid-cap             companies with medium market
 companies. The Portfolios also may       capitalizations. The Portfolio
 invest in small-cap companies. The       may also invest in companies
 Portfolio invests in companies           with smaller or larger market
 believed to have attractive valuations   capitalization and securities
 relative to the sector and the market,   of foreign issuers. The
 near-term business dynamics and long-    Portfolio is not constrained
 term earnings growth. The Portfolio      by any particular investment
 may invest up to 20% of its net assets   style and may buy growth-
 in foreign-traded securities and         oriented or value-oriented
 derivatives..                            stock or a combination of
                                          both. The Portfolio may invest
                                          up to 20% of its net assets in
                                          derivatives and, while the
                                          Portfolio does not have a
                                          stated limit with respect to
                                          investments in securities of
                                          foreign issuers, from January
                                          1, 2004 through June 30, 2006,
                                          the Portfolio generally has
                                          invested between 10-20% of its
                                          net assets in such securities.
Principal Risks:                         Principal Risks:
     Market Risk                  Market Risk
     Small and Mid-Size Company   Asset Class Risk
     Risk
     Industry and Sector Risk     Adviser Selection Risk
                                          Security Selection
                                          Risk
                                          Equity Risk
                                          Derivatives Risk
                                          Foreign Securities
                                          Risk
                                          Security Risk
                                          Portfolio Turnover
                                          Risk
                                          Small-Cap and Mid-Cap
                                          Company Risk
                                          Growth Investing Risk
                                          Value Investing Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Old Mutual Insurance 
Series Fund--Mid-Cap Portfolio and the EQ/FI Mid Cap Portfolio have 
very similar investment objectives and substantially similar investment 
policies and risks and that the essential objectives and expectations 
of Contract owners will continue to be met after the Substitution. The 
Section 26 Applicants believe that the Portfolios are substantially 
similar given their focus on investments in equity securities of mid-
cap companies. The Section 26 Applicants do not believe that the income 
component of the Removed Portfolio's investment objective is a 
significant difference between the Portfolios given that, as a general 
matter, mid-cap companies do not pay significant, if any, dividends. In 
this connection, the Section 26 Applicants note that, for the fiscal 
year ended December 31, 2005, the Removed Portfolio's net investment 
income (including dividend income) was only approximately $122,000 on 
an asset base of about $55 million. The Section 26 Applicants also note 
that each Portfolio may also invest, to a limited extent, in securities 
of small-cap companies, foreign securities and derivatives. The Section 
26 Applicants believe that the Portfolios' advisers also use comparable 
investment styles in managing each Portfolio's assets and

[[Page 61095]]

that, while the principal risks are stated somewhat differently, the 
Portfolios have substantially similar risk profiles. Each Portfolio is 
subject to general investment risks, such as market risk, asset class 
risk and security risk, and to very similar portfolio risks, such as 
equity risk, mid-cap company risk and foreign securities risk.

                                   (9)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Lord Abbett Series Fund--Mid-Cap Value   EQ/Lord Abbett Mid Cap Value
 Portfolio (Class VC shares): The         Portfolio (Class IA shares):
 Portfolio seeks capital appreciation     The Portfolio seeks capital
 through investments, primarily in        appreciation. Under normal
 equity securities, which are believed    circumstances, the Portfolio
 to be undervalued in the marketplace.    invests at least 80% of its
 The Portfolio normally invests at        net assets, plus any
 least 80% of its net assets, plus any    borrowings for investment
 borrowings for investment purposes, in   purposes, in equity securities
 equity securities of mid-sized           of mid-sized companies. The
 companies. The Portfolio may invest in   Portfolio uses a value
 convertible bonds, convertible           approach that seeks to
 preferred stocks, warrants and similar   identify stocks of companies
 instruments. The Portfolio uses a        that have the potential for
 value approach. The Portfolio may        significant market
 invest up to 10% of its net assets in    appreciation due to growing
 foreign securities that are primarily    recognitions of improvement
 traded outside the United States and     (or anticipated improvement)
 may also invest in ADRs (which are not   in their financial results.
 included in the 10% limitation). The     The Portfolio may invest: (1)
 Portfolio may also purchase and write    Without limit in ADRs and
 national securities exchange-listed      similar depositary receipts;
 put and call options on securities or    (2) up to 10% of its assets in
 securities indices and it may use        other foreign securities; and
 options for hedging or cross-hedging     (3) in convertible securities.
 purposes or to seek to increase total    The Portfolio may also
 return.                                  purchase and write exchange-
                                          listed put and call options on
                                          securities or securities
                                          indices for hedging or cross-
                                          hedging purposes or to seek to
                                          increase total return.
Principal Risks:                         Principal Risks:
     Market Risk                  Market Risk
     Security Selection Risk      Asset Class Risk
     Equity Risk                  Adviser Selection Risk
     Value Investing Risk         Security Selection
                                          Risk
     Mid-Cap Company Risk         Security Risk
     Security Risk                Convertible Securities
                                          Risk
                                          Derivatives Risk
                                          Futures and Options
                                          Risk
                                          Equity Risk
                                          Mid-Cap Company Risk
                                          Value Investing Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Lord Abbett Series 
Fund--Mid Cap Value Portfolio and the EQ/Lord Abbett Mid Cap Value 
Portfolio have substantially identical investment objectives, policies 
and risks and that the essential objectives and expectations of 
Contract owners will continue to be met after the Substitution. In this 
connection, the Section 26 Applicants note that each Portfolio invests 
virtually all of its assets in equity securities of mid-sized 
companies. Each Portfolio also may invest in foreign securities and 
derivatives for hedging and non-hedging purposes to the same extent. In 
addition, the Section 26 Applicants believe that the adviser to each 
Portfolio, which is the same for both Portfolios, uses an identical 
investment style in managing each Portfolio's assets and that, while 
the principal risks are stated somewhat differently, the Portfolios 
have substantially identical risk profiles. Each Portfolio is subject 
to general investment risks, such as market risk, asset class risk and 
security risk, and to substantially similar portfolio risks, such as 
equity risk, mid-cap company risk and value investing risk.

                                  (10)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
PIMCO Variable Insurance Trust--Real     EQ/JPMorgan Core Bond Portfolio
 Return Portfolio (Administrative Class   (Class IA shares): The
 shares): The Portfolio seeks maximum     Portfolio seeks a high total
 real return consistent with              return consistent with
 preservation of real capital and         moderate risk to capital and
 prudent investment management. Under     maintenance of liquidity.
 normal circumstances, the Portfolio      Under normal circumstances,
 invests at least 80% of its net assets   the Portfolio invests at least
 in inflation-indexed bonds of varying    80% of its net assets, plus
 maturities issued by United States and   borrowings for investment
 non-U.S. issuers, their agencies or      purposes, in investment grade
 government-sponsored enterprises and     debt securities. These
 corporations. The Portfolio invests      securities principally include
 primarily in investment grade            U.S. Government and agency
 securities, but also may invest up to    securities, corporate
 10% in high yield bonds. The average     securities, private
 duration varies within 3 years (plus     placements, asset-backed
 or minus) of the Lehman Brothers U.S.    securities, mortgage-related
 TIPS Index (as of March 31, 2006, 6.9    securities and direct mortgage
 years). The Portfolio may invest up to   obligations. The overall
 30% in securities denominated in         duration generally will be
 foreign currencies and beyond this       within one year of the
 limit in U.S. dollar denominated         Portfolio's benchmark, the
 securities of foreign issuers. The       Lehman Brothers Aggregate Bond
 Portfolio also may invest in             Index (as of March 31, 2006,
 derivatives. The Portfolio is non-       4.68 years). The Portfolio may
 diversified.                             invest up to 25% of assets in
                                          foreign issuers, including up
                                          to 20% in debt securities
                                          denominated in currencies of
                                          developed foreign countries.
                                          The Portfolio may invest in
                                          derivatives.
Principal Risks:                         Principal Risks:
     Market Risk                     Market Risk
     Issuer Risk                     Asset Class Risk
     Interest Rate Risk              Adviser Selection
                                             Risk
     Credit Risk                     Security Selection
                                             Risk
     High Yield Risk                 Derivatives Risk
     Liquidity Risk                  Fixed Income Risk
     Derivatives Risk                Mortgage-Backed
                                             Securities Risk

[[Page 61096]]


     Mortgage Risk                   Asset-Backed
                                             Securities Risk
     Foreign Investment Risk         Credit Risk
     Currency Risk                   Interest Rate Risk
     Issuer Non-Diversification      Investment Grade
     Risk                                    Securities Risk
     Leveraging Risk                 Foreign Securities
                                             Risk
     Management Risk                 Security Risk
                                             Liquidity Risk
                                             Portfolio Turnover
                                             Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the PIMCO Variable Insurance 
Trust--Real Return Portfolio and the EQ/JPMorgan Core Bond Portfolio 
have substantially similar investment objectives, policies and risks 
and that the essential objectives and expectations of Contract owners 
will continue to be met after the Substitution. In this connection, the 
Section 26 Applicants note that each Portfolio invests primarily in 
investment grade debt securities and seeks to maintain a duration that 
is generally within the same range. Each Portfolio also may invest, to 
a limited extent, in foreign securities and derivatives. Moreover, the 
Section 26 Applicants believe that while the principal risks are stated 
somewhat differently, the Portfolios have substantially similar risk 
profiles. Each Portfolio is subject to general investment risks, such 
as asset class risk and security risk, and to substantially similar 
portfolio risks, such as fixed income risk, including investment grade 
securities risk, credit risk and interest rate risk, and foreign 
securities risk.

                                  (11)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Lord Abbett Series Fund--Bond-Debenture  AXA Premier VIP High Yield
 Portfolio (Class VC shares): The         Portfolio (Class A shares):
 Portfolio seeks high current income      The Portfolio seeks high total
 and the opportunity for capital          return through a combination
 appreciation to produce a high total     of current income and capital
 return. Under normal circumstances,      appreciation. Under normal
 the Portfolio invests at least 80% of    circumstances, the Portfolio
 its net assets, plus the amount of any   intends to invest at least 80%
 borrowings for investment purposes, in   of its net assets, plus
 fixed income securities of various       borrowings for investment
 types. The Portfolio may invest in       purposes, in a diversified mix
 high-yield debt securities and           of bonds that are rated below
 mortgage- and asset-backed securities.   investment grade. The Advisers
 The Portfolio has found good value in    select bonds from several
 high-yield securities and has invested   sectors, including commercial
 more than half of its assets in these    and residential mortgage-
 securities. At least 20% of the          backed securities, asset-
 Portfolio's net assets must be           backed securities, corporate
 invested in any combination of           bonds and bonds of foreign
 investment grade debt securities, U.S.   issuers. The Portfolio also
 Government securities and cash           may invest in equity
 equivalents. The Portfolio may also      securities, derivatives and,
 invest up to 20% of its net assets in    to a limited extent, illiquid
 equity securities and up to 20% of its   securities. In addition, the
 net assets in foreign securities.        Portfolio may invest up to 20%
                                          of its net assets in
                                          investment grade debt
                                          securities.
Principal Risks:                         Principal Risks:
     Market Risk                     Adviser Selection
                                             Risk
     Issuer Risk                     Credit/Default Risk
     Debt Securities Risk            Currency Risk
     Interest Rate Risk              Derivatives Risk
     High-Yield Debt Securities      Foreign Investing
     Risk                                    and Emerging Markets Risk
     Mortgage-Related                Interest Rate Risk
     Securities Risk
     Credit Risk                     Liquidity Risk
     Equity Risk                     Lower-Rated
                                             Securities Risk
     Foreign Securities Risk         Loan Participation
                                             Risk
                                             Mortgage-Backed and
                                             Asset-Backed Securities
                                             Risk
                                             Portfolio
                                             Management Risk
                                             Issuer-Specific
                                             Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Lord Abbett Series 
Fund--Bond Debenture Portfolio and the AXA Premier VIP High Yield 
Portfolio have substantially similar investment objectives, policies 
and risks and that the essential objectives and expectations of 
Contract owners will continue to be met after the Substitution. In this 
connection, the Section 26 Applicants note that each Portfolio invests 
virtually all of its assets in fixed income securities. In addition, 
each Portfolio invests largely in high-yield securities and also may 
invest in investment grade debt securities. Applicants note that the 
Removed Portfolio generally invests at least 20% of its net assets in 
investment grade debt securities, while the Replacement Portfolio 
generally invests no more than 20% of its net assets in such 
securities. Applicants believe, however, that this is neither a 
significant difference in the investment policies of the Portfolios nor 
a difference that significantly alters the overall risk profile of 
either Portfolio. In this connection, Applicants note that the Removed 
Portfolio has only invested approximately 23% of its assets in 
investment grade debt securities over the past three fiscal years, 
while the Replacement Portfolio has invested approximately 8% of its 
assets in such securities over the same period. Thus, each Portfolio 
has invested the substantial majority (indeed, more than three quarters 
of the Portfolio) in high-yield debt securities over the last three

[[Page 61097]]

fiscal years. Each Portfolio also may invest, to a limited extent, in 
equity securities and foreign securities. Moreover, the Section 26 
Applicants believe that while the principal risks are stated somewhat 
differently, as noted above, the Portfolios have substantially similar 
risk profiles. Each Portfolio is subject to general investment risks, 
such as asset class risk and security risk, and to substantially 
similar portfolio risks, such as fixed income risk, including high-
yield securities risk, investment grade securities risk, credit risk 
and interest rate risk, and foreign securities risk.
    14. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the Initial Class shares of The Dreyfus Socially Responsible Growth 
Fund, Inc. (the ``Removed Portfolio'' for purposes of this discussion) 
and the Class IA shares of the EQ/Calvert Socially Responsible 
Portfolio (the ``Replacement Portfolio'' for purposes of this 
discussion). The total annual operating expenses of the Replacement 
Portfolio have been restated to reflect recent changes to the 
administration fees charged with respect to that Portfolio.\3\ Class IA 
shares of the Replacement Portfolio and the Initial Class shares of the 
Removed Portfolio have not adopted plans pursuant to Rule 12b-1 under 
the 1940 Act.
---------------------------------------------------------------------------

    \3\ Effective May 1, 2006, each EQAT Portfolio pays an 
administration fee equal to $30,000 per year, plus its pro rata 
portion of the Trust's asset-based administration fee, which is 
equal to an annual rate of 0.12% of the first $3 billion of total 
EQAT average daily net assets, 0.11% of the next $3 billion, 0.105% 
of the next $4 billion, 0.10% of the next $20 billion of total EQAT 
average daily net assets and 0.975% of the total EQAT average daily 
net assets in excess of $30 billion. Prior to that date, the 
administration fee for each EQAT Portfolio was equal to $30,000 per 
year, plus its pro rata portion of the Trust's asset-based 
administration fee, which was equal to an annual rate of 0.04% of 
the first $3 billion of total EQAT average daily net assets, 0.03% 
of the next $3 billion, 0.025% of the next $4 billion, and 0.0225% 
of the total EQAT average daily net assets in excess of $10 billion.

------------------------------------------------------------------------
                                           The Dreyfus
                                            Socially        EQ/Calvert
                                           Responsible       Socially
                                          Growth Fund,     Responsible
                                              Inc.          Portfolio
                                            (percent)       (percent)
------------------------------------------------------------------------
Management Fee \4\.....................            0.75            0.65
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.06            0.27
Total Annual Operating Expenses........            0.81            0.92
Less Fee Waiver/Expense Reimbursement               N/A           (0.12)
 \5\...................................
Net Annual Operating Expenses..........            0.81            0.80
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the net annual 
operating expense ratio of the Replacement Portfolio was lower than the 
Removed Portfolio's net annual operating expense ratio due primarily to 
the Replacement Portfolio's lower management fee rate and an expense 
limitation arrangement in effect for the Replacement Portfolio.
---------------------------------------------------------------------------

    \4\ The management fee schedule for the Replacement Portfolio on 
an annual basis is equal to 0.650% of the first $1 billion; 0.600% 
on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the 
next $5 billion; and 0.525% thereafter. The management fee schedule 
for the Removed Portfolio, as well as the management fee schedule 
for each Removed Portfolio in Substitutions 2, 4, 5, 6 and 10 
discussed herein, does not include breakpoints.
    \5\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 0.80%.
---------------------------------------------------------------------------

    As of December 31, 2005, the assets of the Replacement Portfolio 
were approximately $72.5 million, while the assets of the Removed 
Portfolio were approximately $431.2 million. Although the Replacement 
Portfolio is smaller than the Removed Portfolio, it is anticipated that 
the Replacement Portfolio's net annual operating expense ratio will be 
lower than the Removed Portfolio's annual operating expense ratio 
immediately after the Substitution due to the expense limitation 
arrangement in effect. The Section 26 Applicants assert that the 
proposed Substitution of the Replacement Portfolio for the Removed 
Portfolio will therefore benefit the Contract owners by lowering the 
annual operating expense ratio. To ensure that Contract owners with 
amounts allocated to the Removed Portfolio on the date of the 
Substitution do not incur higher expenses with respect to such amounts 
for a period of two years after the Substitution, MLOA and MONY also 
have agreed to impose a two-year expense limitation with respect to 
such amounts, as summarized below.
    15. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the Initial Class shares of the Dreyfus Variable Investment Fund--
International Value Portfolio (the ``Removed Portfolio'' for purposes 
of this discussion) and the Class IA shares of the EQ/Mercury 
International Value Portfolio (the ``Replacement Portfolio'' for 
purposes of this discussion). The total annual operating expenses of 
the Replacement Portfolio have been restated to reflect recent changes 
to the administration fees charged with respect to that Portfolio (as 
described above). Class IA shares of the Replacement Portfolio and the 
Initial Class shares of the Removed Portfolio have not adopted plans 
pursuant to Rule 12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                      Dreyfus Variable
                                     Investment Fund--      EQ/Mercury
                                    International Value   International
                                         Portfolio       Value Portfolio
                                         (percent)           (percent)
------------------------------------------------------------------------
Management Fee \6\................               1.00              0.85

[[Page 61098]]


Rule 12b-1 Fee....................               None              None
Other Expenses....................               0.20              0.23
Total Annual Operating Expenses...               1.20              1.08
Less Fee Waiver/Expense                           N/A             (0.08)
 Reimbursement \7\................
Net Annual Operating Expenses.....               1.20              1.00
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio (before and after waivers 
and reimbursements) was lower than the annual operating expense ratio 
of the Removed Portfolio due primarily to the Replacement Portfolio's 
lower management fee rate and an expense limitation arrangement in 
effect for the Replacement Portfolio. In addition, as of December 31, 
2005, the assets of the Replacement Portfolio were approximately $1.4 
billion, while the assets of the Removed Portfolio were approximately 
$149.2 million.
---------------------------------------------------------------------------

    \6\ The management fee schedule for the Replacement Portfolio on 
an annual basis is equal to 0.850% of the first $1 billion; 0.800% 
on the next $1 billion; 0.775% on the next $3 billion; 0.750% on the 
next $5 billion; and 0.725% thereafter.
    \7\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 1.00%. With respect to the Removed Portfolio, the investment 
adviser has agreed to waive its fees and/or assume expenses of the 
Portfolio to the extent that the Total Annual Operating Expenses 
exceed 1.40% for the fiscal year ended December 31, 2006.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual 
operating expense ratio will be lower than the Removed Portfolio's net 
annual operating expense ratio immediately after the Substitution due 
primarily to the lower management fee rate and economies of scale from 
the substantially larger asset base as well as the expense limitation 
arrangement in effect. The Section 26 Applicants assert that the 
proposed Substitution of the Replacement Portfolio for the Removed 
Portfolio will therefore benefit the Contract owners by lowering the 
annual operating expense ratio. To ensure that Contract owners with 
amounts allocated to the Removed Portfolio on the date of the 
Substitution do not incur higher expenses with respect to such amounts 
for a period of two years after the Substitution, MLOA and MONY also 
have agreed to impose a two year expense limitation with respect to 
such amounts, as summarized below.
    16. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the Class VC shares of the Lord Abbett Series Fund--Growth and Income 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
and the Class IA shares of the EQ/Lord Abbett Growth and Income 
Portfolio (the ``Replacement Portfolio'' for purposes of this 
discussion). The total annual operating expenses of the Replacement 
Portfolio have been restated to reflect recent changes to the 
administration fees charged with respect to that Portfolio (as 
described above). Class IA shares of the Replacement Portfolio and the 
Class VC shares of the Removed Portfolio have not adopted plans 
pursuant to Rule 12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                           Lord Abbett
                                          Series Fund--   EQ/Lord Abbett
                                           Growth and       Growth and
                                             Income           Income
                                            Portfolio       Portfolio
                                            (percent)       (percent)
------------------------------------------------------------------------
Management Fee \8\.....................            0.48            0.65
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.41            0.93
Total Annual Operating Expenses........            0.89             .58
Less Fee Waiver/Expense Reimbursement               N/A           (0.83)
 \9\...................................
Net Annual Operating Expenses..........            0.89            0.75
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the net annual 
operating expense ratio of the Replacement Portfolio was lower than the 
net annual operating expense ratio of the Removed Portfolio due 
primarily to an expense limitation arrangement in effect for the 
Replacement Portfolio. This arrangement more than offset the 
Replacement Portfolio's higher management fee rate and the higher rate 
of ``other expenses.'' The Class VC shares of the Removed Portfolio are 
not subject to any expense limit.
---------------------------------------------------------------------------

    \8\ The management fee schedule for the Replacement Portfolio on 
an annual basis is equal to 0.650% of the first $1 billion; 0.600% 
on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the 
next $5 billion; and 0.525% thereafter. The management fee schedule 
for the Removed Portfolio on an annual basis is equal to 0.50% on 
the first $1 billion and 0.45% over $1 billion.
    \9\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 0.75%.
---------------------------------------------------------------------------

    As of December 31, 2005, the assets of the Replacement Portfolio 
were approximately $38.3 million, while the assets in the Removed 
Portfolio were approximately $1.6 billion. Although the Replacement 
Portfolio is smaller than the Removed Portfolio, it is anticipated that 
the Replacement Portfolio's net annual operating expense ratio will be 
lower than the Removed Portfolio's net annual operating expense ratio 
immediately after the Substitution due to the expense limitation 
arrangement in effect. In addition, after the Substitution, the 
Replacement Portfolio will be substantially larger,

[[Page 61099]]

which should enable the Portfolio to realize greater economies of 
scale. The Section 26 Applicants assert that the proposed Substitution 
of the Replacement Portfolio for the Removed Portfolio will therefore 
benefit the Contract owners by lowering the annual operating expense 
ratio. To ensure that Contract owners with amounts allocated to the 
Removed Portfolio on the date of the Substitution do not incur higher 
expenses with respect to such amounts after the Substitution, MLOA and 
MONY also have agreed to impose a permanent expense limitation with 
respect to such amounts, as summarized below.
    17. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the shares of the T. Rowe Price Fixed Income Series, Inc.--Limited-Term 
Bond Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) and the Class IA shares of the EQ/Short Duration Bond 
Portfolio (the ``Replacement Portfolio'' for purposes of this 
discussion). The total annual operating expenses of the Replacement 
Portfolio have been restated to reflect recent changes to the 
administration fees charged with respect to that Portfolio (as 
described above). Class IA shares of the Replacement Portfolio and the 
shares of the Removed Portfolio have not adopted plans pursuant to Rule 
12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                           T. Rowe Price
                                           Fixed Income
                                          Series, Inc.--     EQ/Short
                                           Limited-Term    Duration Bond
                                          Bond Portfolio     Portfolio
                                             (percent)       (percent)

------------------------------------------------------------------------
Management Fee \10\.....................            0.70            0.45
Rule 12b-1 Fee..........................            None            None
Other Expenses..........................            None            0.14
Total Annual Operating Expenses.........            0.70            0.59
Less Fee Waiver/Expense Reimbursement                N/A             N/A
 \11\...................................
Net Annual Operating Expenses...........            0.70            0.59
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio (before and after waivers 
and reimbursements) was lower than the annual operating expense ratio 
of the Removed Portfolio due primarily to the Replacement Portfolio's 
lower management fee rate. In addition, the Class IA shares of the 
Replacement Portfolio are subject to a 0.60% annual expense limit, 
while the shares of the Removed Portfolio are not subject to any 
expense limit. Moreover, as of December 31, 2005, the assets of the 
Replacement Portfolio were approximately $1.3 billion, while the assets 
in the Removed Portfolio were approximately $86.5 million.
---------------------------------------------------------------------------

    \10\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 0.450% of the first $750 million; 
0.425% on the next $750 million; 0.400% on the next $1 billion; 
0.380% on the next $2.5 billion; and 0.370% thereafter.
    \11\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 0.60%.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual 
operating expense ratio will be lower than the Removed Portfolio's net 
annual operating expense ratio immediately after the Substitution due 
to the lower management fee rate and economies of scale from the 
substantially larger asset base. The Section 26 Applicants assert that 
the proposed Substitution of the Replacement Portfolio for the Removed 
Portfolio will therefore benefit the Contract owners by lowering the 
annual operating expense ratio. To ensure that Contract owners with 
amounts allocated to the Removed Portfolio on the date of the 
Substitution do not incur higher expenses with respect to such amounts 
for a period of two years after the Substitution, MLOA and MONY also 
have agreed to impose a two-year expense limitation with respect to 
such amounts, as summarized below.
    18. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the shares of the T. Rowe Price Fixed Income Series, Inc.--Prime 
Reserve Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) and the Class IA shares of the EQ/Money Market Portfolio 
(the ``Replacement Portfolio'' for purposes of this discussion). The 
total annual operating expenses of the Replacement Portfolio have been 
restated to reflect recent changes to the administration fees charged 
with respect to that Portfolio (as described above). Class IA shares of 
the Replacement Portfolio and the shares of the Removed Portfolio have 
not adopted plans pursuant to Rule 12b-1 under the 1940 Act.
---------------------------------------------------------------------------

    \12\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 0.350% of the first $750 million; 
0.325% on the next $750 million; 0.280% on the next $1 billion; 
0.270% on the next $2.5 billion; and 0.250% thereafter.

------------------------------------------------------------------------
                                           T. Rowe Price
                                           Fixed Income
                                          Series, Inc.--     EQ/Money
                                           Prime Reserve      Market
                                             Portfolio       Portfolio
                                             (percent)       (percent)

------------------------------------------------------------------------
Management Fee \12\.....................            0.55            0.34
Rule 12b-1 Fee..........................            None            None
Other Expenses..........................            None            0.13
Total Annual Operating Expenses.........            0.55            0.47
Less Fee Waiver/Expense Reimbursement...             N/A             N/A

[[Page 61100]]


Net Annual Operating Expenses...........            0.55            0.47
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio (before and after waivers 
and reimbursements) was lower than the annual operating expense ratio 
of the Removed Portfolio due primarily to the Replacement Portfolio's 
lower management fee rate. In addition, as of December 31, 2005, the 
assets of the Replacement Portfolio were approximately $1.5 billion, 
while the assets in the Removed Portfolio were approximately $24.1 
million.
    It is anticipated that the Replacement Portfolio's net annual 
operating expense ratio will be lower than the Removed Portfolio's net 
annual operating expense ratio immediately after the Substitution due 
to the lower management fee rate and economies of scale from the 
substantially larger asset base. The Section 26 Applicants assert that 
the proposed Substitution of the Replacement Portfolio for the Removed 
Portfolio will therefore benefit the Contract owners by lowering the 
annual operating expense ratio. To ensure that Contract owners with 
amounts allocated to the Removed Portfolio on the date of the 
Substitution do not incur higher expenses with respect to such amounts 
for a period of two years after the Substitution, MLOA and MONY also 
have agreed to impose a two-year expense limitation with respect to 
such amounts, as summarized below.
    19. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the shares of the T. Rowe Price International Series, Inc.--
International Stock Portfolio (the ``Removed Portfolio'' for purposes 
of this discussion) and the Class IA shares of the EQ/Alliance 
International Portfolio (the ``Replacement Portfolio'' for purposes of 
this discussion). The total annual operating expenses of the 
Replacement Portfolio have been restated to reflect recent changes to 
the administration fees charged with respect to that Portfolio (as 
described above). Class IA shares of the Replacement Portfolio and the 
shares of the Removed Portfolio have not adopted plans pursuant to Rule 
12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                        T. Rowe Price
                                        International       EQ/Alliance
                                        Series, Inc.--     International
                                     International Stock     Portfolio
                                          Portfolio          (percent)
                                          (percent)
------------------------------------------------------------------------
Management Fee \13\................               1.05              0.72
Rule 12b-1 Fee.....................               None              None
Other Expenses.....................               None              0.21
Total Annual Operating Expenses....               1.05              0.93
Less Fee Waiver/Expense                            N/A            (0.08)
 Reimbursement \14\................
Net Annual Operating Expenses......               1.05              0.85
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio (before and after waivers 
and reimbursements) was lower than the annual operating expense ratio 
of the Removed Portfolio due primarily to the Replacement Portfolio's 
lower management fee rate and an expense limitation arrangement in 
effect for the Replacement Portfolio. The Removed Portfolio is not 
subject to any expense limitation arrangement. In addition, as of 
December 31, 2005, the assets of the Replacement Portfolio were 
approximately $2.3 billion, while the assets in the Removed Portfolio 
were approximately $467.5 million.
---------------------------------------------------------------------------

    \13\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 0.750% of the first $1 billion; 
0.700% on the next $1 billion; 0.675% on the next $3 billion; 0.650% 
on the next $5 billion; and 0.625% thereafter.
    \14\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 0.85%.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual 
operating expense ratio will be lower than the Removed Portfolio's net 
annual operating expense ratio immediately after the Substitution due 
to the lower management fee rate, economies of scale from the 
substantially larger asset base and the expense limitation arrangement 
in effect. The Section 26 Applicants assert that the proposed 
Substitution of the Replacement Portfolio for the Removed Portfolio 
will therefore benefit the Contract owners by lowering the annual 
operating expense ratio. To ensure that Contract owners with amounts 
allocated to the Removed Portfolio on the date of the Substitution do 
not incur higher expenses with respect to such amounts for a period of 
two years after the Substitution, MLOA and MONY also have agreed to 
impose a two-year expense limitation with respect to such amounts, as 
summarized below.
    20. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the Class I shares of The Universal Institutional Funds, Inc.--Emerging 
Markets Equity Portfolio (the ``Removed Portfolio'' for purposes of 
this discussion) and the Class IA shares of the EQ/Van Kampen Emerging 
Markets Equity Portfolio (the ``Replacement Portfolio'' for purposes of 
this discussion). The total annual operating expenses of the 
Replacement Portfolio have been restated to reflect recent changes to 
the administration

[[Page 61101]]

fees charged with respect to that Portfolio (as described above). Class 
IA shares of the Replacement Portfolio and the Class I shares of the 
Removed Portfolio have not adopted plans pursuant to Rule 12b-1 under 
the 1940 Act.

------------------------------------------------------------------------
                                         The Universal
                                         Institutional    EQ/Van Kampen
                                         Funds, Inc.--       Emerging
                                            Emerging      Markets Equity
                                         Markets Equity     Portfolio
                                           Portfolio        (percent)
                                           (percent)
------------------------------------------------------------------------
Management Fee \15\...................            1.25             1.15
Rule 12b-1 Fee........................            None             None
Other Expenses........................            0.41             0.48
Total Annual Operating Expenses.......            1.66             1.63
Less Fee Waiver/Expense Reimbursement            (0.01)           (0.08)
 \16\.................................
Net Annual Operating Expenses.........            1.65             1.55
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio (before and after waivers 
and reimbursements) was lower than the annual operating expense ratio 
of the Removed Portfolio due primarily to the Replacement Portfolio's 
lower management fee rate and an expense limitation arrangement in 
effect for the Replacement Portfolio. In addition, as of December 31, 
2005, the assets of the Replacement Portfolio were approximately $1.3 
billion, while the assets in the Removed Portfolio were approximately 
$740.0 million.
---------------------------------------------------------------------------

    \15\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 1.150% of the first $1 billion; 
1.100% on the next $1 billion; 1.075% on the next $3 billion; 1.050% 
on the next $5 billion; and 1.025% thereafter. The management fee 
schedule for the Removed Portfolio on an annual basis is equal to 
1.25% of the first $500 million; 1.20% from $500 million to $1 
billion; 1.15% from $1 billion to $2.5 billion; and 1.00% 
thereafter.
    \16\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 1.55%. With respect to the Removed Portfolio, the investment 
adviser has agreed to reduce its advisory fee and/or reimburse the 
Portfolio to the extent that the Total Annual Operating Expenses 
exceed 1.65% for the fiscal year ended December 31, 2006.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual 
operating expense ratio will be lower than the Removed Portfolio's net 
annual operating expense ratio immediately after the Substitution due 
to the lower management fee rate, economies of scale from the 
substantially larger asset base and the expense limitation arrangement 
in effect. The Section 26 Applicants assert that the proposed 
Substitution of the Replacement Portfolio for the Removed Portfolio 
will therefore benefit the Contract owners by lowering the annual 
operating expense ratio. To ensure that Contract owners with amounts 
allocated to the Removed Portfolio on the date of the Substitution do 
not incur higher expenses with respect to such amounts for a period of 
two years after the Substitution, MLOA and MONY also have agreed to 
impose a two-year expense limitation with respect to such amounts, as 
summarized below.
    21. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the shares of the Old Mutual Insurance Series Fund--Mid-Cap Portfolio 
(the ``Removed Portfolio'' for purposes of this discussion) and the 
Class IA shares of the EQ/FI Mid Cap Portfolio (the ``Replacement 
Portfolio'' for purposes of this discussion). The total annual 
operating expenses of the Replacement Portfolio have been restated to 
reflect recent changes to the administration fees charged with respect 
to that Portfolio (as described above). Class IA shares of the 
Replacement Portfolio and the shares of the Removed Portfolio have not 
adopted plans pursuant to Rule 12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                           Old Mutual
                                           Insurance
                                         Series Fund--    EQ/FI Mid Cap
                                            Mid-Cap         Portfolio
                                           Portfolio        (percent)
                                           (percent)
------------------------------------------------------------------------
Management Fee \17\...................            0.95             0.69
Rule 12b-1 Fee........................            None             None
Other Expenses........................            0.22             0.14
Total Annual Operating Expenses.......            1.17             0.83
Less Fee Waiver/Expense Reimbursement            (0.18)           (0.08)
 \18\.................................
Net Annual Operating Expenses.........            0.99             0.75
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense

[[Page 61102]]

ratio for the Replacement Portfolio (before and after waivers and 
reimbursements) was lower than the annual operating expense ratio for 
the Removed Portfolio due to a lower management fee rate and a lower 
rate of ``other expenses.'' In addition, the Class IA shares of the 
Replacement Portfolio are subject to a 0.75 annual expense limit, while 
the shares of the Removed Portfolio are subject to a 0.99 fee cap. 
Moreover, as of December 31, 2005, the assets of the Replacement 
Portfolio were approximately $1.4 billion, while the assets in the 
Removed Portfolio were approximately $54.8 million.
---------------------------------------------------------------------------

    \17\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 0.700% of the first $1 billion; 0.65% 
on the next $1 billion; 0.625% on the next $3 billion; 0.600% on the 
next $5 billion; and 0.575% thereafter. The management fee schedule 
for the Removed Portfolio on an annual basis is equal to 0.950% of 
the first $300 million; 0.900% from $300 million to $500 million; 
0.850% from $500 million to $750 million; 0.800% from $750 million 
to $1 billion; 0.750% from $1 billion to $1.5 billion; 0.700% from 
$1.5 billion to $2.0 billion; and 0.65% thereafter.
    \18\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 0.75%. With respect to the Removed Portfolio, the investment 
adviser has contractually agreed to waive a portion of its 
management fee or to pay certain expenses of the Portfolio to the 
extent that the Total Annual Operating Expenses exceed 0.99% for the 
fiscal year ended December 31, 2006.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual 
operating expense ratio will be lower than the Removed Portfolio's net 
annual operating expense ratio immediately after the Substitution due 
to the lower management fee rate, the lower rate of other expenses, 
economies of scale from the substantially larger asset base and the 
expense limitation arrangement in effect. The Section 26 Applicants 
assert that the proposed Substitution of the Replacement Portfolio for 
the Removed Portfolio will therefore benefit the Contract owners by 
lowering the annual operating expense ratio. To ensure that Contract 
owners with amounts allocated to the Removed Portfolio on the date of 
the Substitution do not incur higher expenses with respect to such 
amounts for a period of two years after the Substitution, MLOA and MONY 
also have agreed to impose a two-year expense limitation with respect 
to such amounts, as summarized below.
    22. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the Class VC shares of the Lord Abbett Series Fund--Mid-Cap Value 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
and the Class IA shares of the EQ/Lord Abbett Mid Cap Value Portfolio 
(the ``Replacement Portfolio'' for purposes of this discussion). The 
total annual operating expenses of the Replacement Portfolio have been 
restated to reflect recent changes to the administration fees charged 
with respect to that Portfolio (as described above). Class IA shares of 
the Replacement Portfolio and the Class VC shares of the Removed 
Portfolio have not adopted plans pursuant to Rule 12b-1 under the 1940 
Act.

------------------------------------------------------------------------
                                           Lord Abbett
                                          Series Fund--   EQ/Lord Abbett
                                          Mid-Cap Value   Mid Cap Value
                                            Portfolio       Portfolio
                                            (percent)       (percent)

------------------------------------------------------------------------
Management Fee \19\....................            0.74            0.70
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.38            0.40
Total Annual Operating Expenses........            1.12            1.10
Less Fee Waiver/Expense Reimbursement               N/A           (0.30)
 \20\..................................
Net Annual Operating Expenses..........            1.12            0.80
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio (before and after waivers 
and reimbursements) was lower than the annual operating expense ratio 
for the Removed Portfolio due primarily to the lower management fee 
rate for the Replacement Portfolio and an expense limitation 
arrangement in effect for the Replacement Portfolio.
---------------------------------------------------------------------------

    \19\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 0.700% of the first $1 billion; 
0.650% on the next $1 billion; 0.625% on the next $3 billion; 0.600% 
on the next $5 billion; and 0.575% thereafter. The management fee 
schedule for the Removed Portfolio on an annual basis is equal to 
0.75% of the $1 billion; 0.70% on the next $1 billion; and 0.65% 
over $2 billion.
    \20\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 0.80%.
---------------------------------------------------------------------------

    As of December 31, 2005, the assets of the Replacement Portfolio 
were approximately $123.6 million, while the assets in the Removed 
Portfolio were approximately $1.2 billion. Although the Replacement 
Portfolio is smaller than the Removed Portfolio, it is anticipated that 
the Replacement Portfolio's net annual operating expense ratio will be 
lower than the Removed Portfolio's net annual operating expense ratio 
immediately after the Substitution due to the lower management fee rate 
and the expense limitation arrangement in effect. The Section 26 
Applicants assert that the proposed Substitution of the Replacement 
Portfolio for the Removed Portfolio will therefore benefit the Contract 
owners by lowering the annual operating expense ratio. To ensure that 
Contract owners with amounts allocated to the Removed Portfolio on the 
date of the Substitution do not incur higher expenses with respect to 
such amounts for a period of two years after the Substitution, MLOA and 
MONY also have agreed to impose a two-year expense limitation with 
respect to such amounts, as summarized below.
    23. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the Administrative Class shares of the PIMCO Variable Insurance Trust--
Real Return Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) and the Class IA shares of the EQ/JPMorgan Core Bond 
Portfolio (the ``Replacement Portfolio'' for purposes of this 
discussion). The total annual operating expenses of the Replacement 
Portfolio have been restated to reflect recent changes to the 
administration fees charged with respect to that Portfolio (as 
described above). Class IA shares of the Replacement Portfolio and the 
Administrative Class shares of the Removed Portfolio have not adopted 
plans pursuant to Rule 12b-1 under the 1940 Act.

[[Page 61103]]



------------------------------------------------------------------------
                                         PIMCO Variable
                                            Insurance      EQ/JPMorgan
                                           Trust--Real      Core Bond
                                             Return         Portfolio
                                            Portfolio       (percent)
                                            (percent)
------------------------------------------------------------------------
Management Fee \21\....................            0.25            0.44
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.41            0.13
Total Annual Operating Expenses........            0.66            0.57
Less Fee Waiver/Expense Reimbursement               N/A             N/A
 \22\..................................
Net Annual Operating Expenses..........            0.66            0.57
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio was lower than the annual 
operating expense ratio of the Removed Portfolio, even though the 
management fee rate for the Replacement Portfolio was higher than the 
Removed Portfolio's management fee rate. The lower total annual 
operating expense ratio of the Replacement Portfolio was due primarily 
to the Portfolio's lower rate of ``other expenses.'' In addition, the 
Class IA shares of the Replacement Portfolio are subject to a 0.60% 
annual expense limit, while the Administrative Class shares of the 
Removed Portfolio are not subject to any expense limit. Moreover, as of 
December 31, 2005, the assets of the Replacement Portfolio were 
approximately $1.4 billion, while the assets in the Removed Portfolio 
were approximately $1.1 billion.
---------------------------------------------------------------------------

    \21\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 0.450% of the first $750 million; 
0.425% on the next $750 million; 0.400% on the next $1 billion; 
0.380% on the next $2.5 billion; and 0.370% thereafter.
    \22\ The Manager of the Replacement Portfolio has agreed to make 
payments or waive its management, administrative and other fees to 
limit the expenses of the Portfolio through April 30, 2007, pursuant 
to an expense limitation agreement, so that the Total Annual 
Operating Expenses of the Class IA shares of the Portfolio do not 
exceed 0.60%.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual 
operating expense ratio will be lower than the Removed Portfolio's net 
annual operating expense ratio immediately after the Substitution due 
primarily to the lower rate of ``other expenses'' due to economies of 
scale as well as the expense limitation arrangement in effect. The 
Section 26 Applicants assert that the proposed Substitution of the 
Replacement Portfolio for the Removed Portfolio will therefore benefit 
the Contract owners by lowering the annual operating expense ratio. To 
ensure that Contract owners with amounts allocated to the Removed 
Portfolio on the date of the Substitution do not incur higher expenses 
with respect to such amounts after the Substitution, MLOA and MONY also 
have agreed to impose a permanent expense limitation with respect to 
such amounts, as summarized below.
    24. The following chart compares the fees paid for advisory 
services and the total annual operating expenses (before and after any 
waivers and reimbursements) for the fiscal year ended December 31, 
2005, expressed as an annual percentage of average daily net assets, of 
the Class VC shares of the Lord Abbett Series Fund--Bond-Debenture 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
and the Class A shares of the AXA Premier VIP High Yield Portfolio (the 
``Replacement Portfolio'' for purposes of this discussion). Class A 
shares of the Replacement Portfolio and the Class VC shares of the 
Removed Portfolio have not adopted plans pursuant to Rule 12b-1 under 
the 1940 Act.

------------------------------------------------------------------------
                                           Lord Abbett
                                          Series Fund--     AXA Premier
                                          Bond-Debenture  VIP High Yield
                                            Portfolio        Portfolio
                                            (percent)        (percent)

------------------------------------------------------------------------
Management Fee \23\....................            0.50             0.58
Rule 12b-1 Fee.........................            None             None
Other Expenses \24\....................            0.44             0.18
Total Annual Operating Expenses........            0.94             0.76
Less Fee Waiver/Expense Reimbursement..           (0.04)             N/A
Net Annual Operating Expenses..........            0.90             0.76
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating 
expense ratio of the Replacement Portfolio was lower than the annual 
operating expense ratio of the Removed Portfolio (before and after 
waivers and reimbursements), even though the management fee rate for 
the Replacement Portfolio was higher than the Removed Portfolio's 
management fee rate. The lower annual operating expense ratio was due 
primarily to the Replacement Portfolio's lower rate of ``other 
expenses.'' In addition, as of December 31, 2005, the assets of the 
Replacement Portfolio were approximately $1.8 billion, while the assets 
in the Removed Portfolio were approximately $212.3 million.
---------------------------------------------------------------------------

    \23\ The management fee schedule for the Replacement Portfolio 
on an annual basis is equal to 0.600% of the first $750 million; 
0.575% on the next $750 million; 0.550% on the next $1 billion; 
0.530% on the next $2.5 billion; and 0.520% thereafter. The 
management fee schedule for the Removed Portfolio on an annual 
basis, as of January 1, 2006, is equal to 0.50% of the first $1 
billion; and 0.45% thereafter. However, the management fee rate for 
the fiscal year ended December 31, 2005, as reflected in the total 
annual operating expenses table above, was 0.50% and did not include 
breakpoints.
    \24\ With respect to the Removed Portfolio, the investment 
adviser has contractually agreed through April 30, 2007 to reimburse 
a portion of the Portfolio's expenses to maintain its ``Other 
Expenses'' at an annualized rate of 0.40%.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's total annual 
operating expense ratio will be lower than the Removed Portfolio's 
total annual operating expense ratio immediately

[[Page 61104]]

after the Substitution, notwithstanding the difference in the 
management fee rates, due primarily to the lower rate of other expenses 
as a result of economies of scale attributable to the Replacement 
Portfolio's substantially larger asset base. The Section 26 Applicants 
assert that the proposed Substitution of the Replacement Portfolio for 
the Removed Portfolio will therefore benefit the Contract owners by 
lowering the annual operating expense ratio. To ensure that Contract 
owners with amounts allocated to the Removed Portfolio on the date of 
the Substitution do not incur higher expenses with respect to such 
amounts after the Substitution, MLOA and MONY also have agreed to 
impose a permanent expense limitation with respect to such amounts, as 
summarized below.
    25. Appendix A describes each proposed substitution with respect to 
each portfolio's comparative performance history. Information regarding 
the average annual total returns of each Replacement and Removed 
Portfolio for the one-, five- and ten-year periods (or since inception, 
if shorter) ended December 31, 2005 is included in the Appendix.
    26. By supplements to the prospectuses for the Contracts and 
Separate Accounts which will be delivered to Contract owners at least 
thirty (30) days before the Substitutions, each Insurance Company will 
notify all Contract owners of its intention to take the necessary 
actions, including seeking the order requested by the Application, to 
substitute shares of the Replacement Portfolios for the Removed 
Portfolios as described in this notice. The supplements will advise 
Contract owners that from the date of the supplement until the date of 
the proposed Substitutions, owners are permitted to make transfers of 
Contract value (or annuity unit value) out of each Removed Portfolio 
subaccount to one or more other subaccounts without the transfers (or 
exchanges) 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 supplements also 
will inform Contract owners that the Insurance Companies will not 
exercise any rights reserved under any Contract to impose additional 
restrictions on transfers until at least 30 days after each proposed 
Substitution (other than with respect to implementing policies and 
procedures designed to prevent disruptive transfer and other market 
timing activity). The supplements also will advise Contract owners how 
to provide instructions on reallocating Contract value in light of the 
proposed Substitutions. In addition, the supplements will advise 
Contract owners that any Contract value remaining in a Removed 
Portfolio subaccount on the Substitution Date will be transferred to 
the corresponding Replacement Portfolio subaccount and that the 
Substitutions will take place at relative net asset value. The 
supplements will also advise Contract owners that for at least 30 days 
following each proposed Substitution, the Insurance Companies will 
permit Contract owners to make transfers of Contract value (or annuity 
unit value) out of each Replacement Portfolio subaccount to one or more 
other subaccounts without the transfers (or exchanges) 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, as applicable.
    27. Each Insurance Company also will send affected Contract owners 
prospectuses for the Replacement Portfolio prior to the Substitutions. 
Also the Section 26 Applicants will send the appropriate prospectus 
supplement (or other notice, in the case of Contracts no longer 
actively marketed and for which there are a relatively small number of 
existing Contract owners (``Inactive Contracts'')), containing this 
disclosure to all existing Contract owners. Prospective purchasers and 
new purchasers of Contracts will be provided with a Contract prospectus 
and the supplement containing disclosure regarding the Substitutions, 
as well as a prospectus and/or supplement for the Replacement 
Portfolios. Applicants represent that the Contract prospectus and the 
supplement and the prospectus and/or supplement for the Replacement 
Portfolios will be delivered to purchasers of new Contracts in 
accordance with all applicable legal requirements.
    28. In addition to the prospectus supplements distributed to 
Contract owners, within five business days after the proposed 
Substitutions are completed, Contract owners will be sent a written 
notice of the Substitutions informing them that each Substitution was 
carried out and that they may transfer all Contract value or cash value 
under a Contract invested in any one of the subaccounts on the date of 
the notice to one or more other subaccounts available under their 
Contract at no cost and without regard to the usual limit on the 
frequency of transfers among the variable account options. The notice 
will also reiterate that (other than with respect to implementing 
policies and procedures designed to prevent disruptive transfers and 
other market timing activity) each 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 each proposed Substitution. The Insurance 
Companies will also send each Contract owner a current prospectus for 
each of the relevant Replacement Portfolios to the extent they have not 
previously received a current version. Each Insurance Company also is 
seeking approval of the proposed Substitutions from any state insurance 
regulators whose approval may be necessary or appropriate.
    29. The proposed Substitutions will take place at relative net 
asset value determined on the date of the Substitutions pursuant to 
Section 22 of the 1940 Act and Rule 22c-1 thereunder, 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 Separate 
Accounts. Each Substitution will be effected by redeeming shares of the 
Removed Portfolio in cash and/or in-kind on the Substitution Date at 
their net asset value and using the proceeds of those redemptions to 
purchase shares of the Replacement Portfolio at their net asset value 
on the same date. All in-kind redemptions from a Removed Portfolio of 
which any of the Applicants is an affiliated person will be effected in 
accordance with the conditions set forth in the no-action letter issued 
by the staff of the Commission to Signature Financial Group, Inc. (Dec. 
28, 1999).
    30. Contract owners will not incur any fees or charges as a result 
of the proposed Substitutions, nor will their rights or insurance 
benefits or the Insurance Companies' obligations under the Contracts be 
altered in any way. All expenses incurred in connection with the 
proposed Substitutions, including any 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 Contract owners to be 
greater after the proposed Substitutions than before the proposed 
Substitutions. All Contract-level fees will remain the same after the 
proposed Substitutions. No fees will be charged on the transfers made 
at the time of the proposed Substitutions because each proposed 
Substitution will not be treated as a transfer for purposes of 
assessing transfer charges or computing

[[Page 61105]]

the number of permissible transfers under the Contracts.
    31. With respect to 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 two years following the date of the proposed 
Substitutions, the subaccounts investing in the Replacement Portfolios 
such that the sum of each Replacements Portfolio's net operating 
expense ratio (taking into account any expense waivers or 
reimbursements) and subaccount expense ratio (asset-based fees and 
charges deducted on a daily basis from subaccount assets and reflected 
in the calculations of subaccount unit value) for such period will not 
exceed, on an annualized basis, the sum of the corresponding Removed 
Portfolio's net operating expense ratio (taking into account any 
expense waivers or reimbursements) and subaccount expense ratio for 
fiscal year 2005, except for the Substitutions involving the Lord 
Abbett Series Fund--Growth and Income Portfolio, PIMCO Variable 
Insurance Trust--Real Return Portfolio and Lord Abbett Series Fund--
Bond-Debenture Portfolio. With respect to the Lord Abbett Series Fund--
Growth and Income Portfolio, PIMCO Variable Insurance Trust--Real 
Return Portfolio and Lord Abbett Series Fund--Bond-Debenture Portfolio, 
the Insurance Companies will reimburse, on the last business day of 
each fiscal period (not to exceed a fiscal quarter) for the life of 
each Contract outstanding on the date of the proposed Substitutions, 
the subaccounts investing in the Replacement Portfolios such that the 
sum of each Replacement Portfolio's net operating expense ratio (taking 
into account any expense waivers or reimbursements) and subaccount 
expense ratio (asset-based fees and charges deducted on a daily basis 
from subaccount assets and reflected in the calculations of subaccount 
unit value) for such period will not exceed, on an annualized basis, 
the sum of the corresponding Removed Portfolio's net operating expense 
ratio (taking into account any expense waivers or reimbursements) and 
subaccount expense ratio for fiscal year 2005.
    32. For a period of two years from the date of each proposed 
Substitution, except the Substitutions involving the Lord Abbett Series 
Fund--Growth and Income Portfolio, PIMCO Variable Insurance Trust--Real 
Return Portfolio and Lord Abbett Series Fund--Bond-Debenture Portfolio, 
the Insurance Companies will not increase total Separate Account 
charges (net of any waivers or reimbursements) for any existing owner 
of the Contracts on the date of the proposed Substitutions. With 
respect to the Lord Abbett Series Fund--Growth and Income Portfolio, 
PIMCO Variable Insurance Trust--Real Return Portfolio and Lord Abbett 
Series Fund--Bond-Debenture Portfolio, at no time after the date of the 
proposed Substitutions will the Insurance Companies increase the total 
Separate Account charges (net of any waiver or reimbursements) of each 
Contract outstanding on the date of the proposed Substitutions.

Applicants' Legal Analysis

    1. Section 26(c) of the 1940 Act prohibits the depositor of a 
registered unit investment trust that invests in the securities of a 
single issuer from substituting the securities of another issuer 
without Commission approval. Section 26(c) provides that ``[t]he 
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 provisions 
of this title.'' Section 26(c) protects the expectation of investors 
that the unit investment trust will accumulate shares of a particular 
issuer and is intended to ensure that unnecessary or burdensome sales 
loads, additional reinvestment costs and other charges will not be 
incurred due to unapproved substitutions of securities.
    2. The proposed Substitutions involve a substitution of securities 
within the meaning of Section 26(c) of the 1940 Act. The Section 26 
Applicants, therefore, request an order from the Commission pursuant to 
Section 26(c) approving the proposed Substitutions.
    3. The Section 26 Applicants have reserved the right under the 
Contracts to substitute shares of another eligible investment fund for 
one of the current investment funds offered as a funding option under 
the Contracts. The prospectuses for the Contracts and the Separate 
Accounts contain appropriate disclosure of this right. The Section 26 
Applicants have reserved this right of substitution both to protect 
themselves and their Contract owners in situations where either might 
be harmed or disadvantaged by events affecting the issuer of the 
securities held by a Separate Account and to preserve the opportunity 
to replace such shares in situations where a substitution could benefit 
the Insurance Companies and their respective Contract owners.
    4. Applicants assert that each Replacement Portfolio and its 
corresponding Removed Portfolio have similar, and in some cases 
substantially similar or identical, investment objectives, policies and 
risks. In addition, the proposed Substitutions retain for Contract 
owners the investment flexibility that is a central feature of the 
Contracts. According to the Applicants, any impact on the investment 
programs of affected Contract owners, including the appropriateness of 
the available investment options, should therefore be negligible.
    5. Applicants maintain that the ultimate effect of each 
Substitution would be to remove overlapping and duplicative investment 
options and that each Substitution will permit each Insurance Company 
to present information to its Contract owners in a simpler and more 
concise manner. Applicants anticipate that after each proposed 
Substitution, Contract owners will be provided with disclosure 
documents that contain a simpler presentation of the available 
investment options under their Contracts.
    6. Applicants also state that, as a result of each proposed 
Substitution, Contract owners with subaccount balances invested in each 
Replacement Portfolio will have lower net operating expenses. Each 
Insurance Company has agreed to impose a two year expense limit, except 
with respect to the proposed Substitutions involving the Lord Abbett 
Series Fund--Growth and Income Portfolio, PIMCO Variable Insurance 
Trust--Real Return Portfolio and Lord Abbett Series Fund--Bond-
Debenture Portfolio for which each Insurance Company has agreed to 
impose an expense limit for the life of each Contract, so that the sum 
of each Replacement Portfolio's net operating expense ratio (taking 
into account any expense waivers and reimbursements) and subaccount 
expense ratio (asset-based charges deducted on a daily basis from 
subaccount assets and reflected in the calculation of subaccount unit 
values) for each fiscal period (not to exceed a fiscal quarter) will 
not exceed, on an annualized basis, the sum of the corresponding 
Removed Portfolio's net operating expense ratio and subaccount expense 
ratio for fiscal year 2005.
    7. Applicants contend that, therefore, each Substitution protects 
the Contract owners who have allocated Contract value to each Removed 
Portfolio by: (i) Providing an underlying investment option for 
subaccounts invested in the Removed Portfolio that is similar to the 
Removed Portfolio; (ii) providing such Contract owners with simpler 
disclosure documents; and (iii) providing such Contract owners with an 
investment option that would have net operating

[[Page 61106]]

expenses that are lower than the current investment option.
    8. Applicants assert that the proposed Substitutions are not of the 
type that Section 26(c) was designed to prevent. Unlike traditional 
unit investment trusts where a depositor could only substitute 
investment securities 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 
values and cash values into and among other investment options 
available to Contract owners under their Contracts. Additionally, the 
Section 26 Applicants claim that the Substitutions will not, in any 
manner, reduce the nature or quality of the available investment 
options. Moreover, the Section 26 Applicants will offer Contract owners 
the opportunity to transfer amounts out of the affected subaccounts 
without any cost or other penalty that may otherwise have been imposed 
for a period beginning on the date of the supplement notifying Contract 
owners of the proposed Substitutions (which supplement will be 
delivered to Contract owners at least thirty (30) days before the 
Substitutions) and ending no earlier than thirty (30) days after the 
Substitution Date. The Substitutions, therefore, will not result in the 
type of costly forced redemption that Section 26(c) was designed to 
prevent.
    9. Applicants maintain that the proposed Substitutions are also 
unlike the type of substitution that Section 26(c) was designed to 
prevent in that by purchasing a Contract, Contract owners select much 
more than a particular underlying fund in which to invest their 
Contract values. They also select the specific type of insurance 
coverage offered by the Section 26 Applicants under the applicable 
Contract, as well as numerous other rights and privileges set forth in 
the Contract. Contract owners also may have considered the Insurance 
Company's size, financial condition, and its reputation for service in 
selecting their Contract. These factors will not change as a result of 
the proposed Substitution.
    10. Section 17(a)(1) of the 1940 Act prohibits any affiliated 
person (as defined in Section 2(a)(3) of the 1940 Act) of a registered 
investment company, or any affiliated person of such a person, acting 
as principal, from knowingly selling any security or other property to 
that company. Section 17(a)(2) of the 1940 Act generally prohibits the 
same persons, acting as principals, from knowingly purchasing any 
security or other property from the registered investment company.
    11. The Section 17 Applicants state that shares held by a separate 
account of an insurance company are legally owned by the insurance 
company and that, the Insurance Companies and their affiliates 
collectively own substantially all of the shares of EQAT. Accordingly, 
EQAT and its respective Portfolios are arguably under the control of 
the Insurance Companies, notwithstanding the fact that the Contract 
owners may be considered the beneficial owners of those shares held in 
the Separate Accounts. If EQAT is under the common control of the 
Insurance Companies, then each Insurance Company is an affiliated 
person or an affiliated person of an affiliated person of EQAT and its 
respective Portfolios. If EQAT and its respective Portfolios are under 
the control of the Insurance Companies, then EQAT and its respective 
affiliates are affiliated persons of the Insurance Companies.
    12. The Section 17 Applicants note that, regardless of whether or 
not the Insurance Companies can be considered to control EQAT and its 
respective Portfolios, because the Insurance Companies and their 
affiliates own of record more than 5% of the shares of each of them and 
are under common control with each Replacement Portfolio's investment 
adviser, the Insurance Companies are affiliated persons of EQAT and its 
respective Portfolios. Likewise, EQAT's respective Portfolios are each 
an affiliated person of the Insurance Companies.
    13. In addition to the above, the Insurance Companies, through 
their respective Separate Accounts, in the aggregate own more than 5% 
of the outstanding shares of certain of the Removed Portfolios, 
including the Dreyfus Variable Investment Fund--International Value 
Portfolio, Lord Abbett Series Fund--Bond-Debenture Portfolio, T. Rowe 
Price Fixed Income Series, Inc.--Prime Reserve Portfolio, Old Mutual 
Insurance Series Fund--Mid-Cap Portfolio and PIMCO Variable Insurance 
Trust--Real Return Portfolio. Therefore, each Insurance Company is an 
affiliated person of those portfolios.
    14. The Section 17 Applicants state that the proposed In-Kind 
Transactions could be seen as the indirect purchase of shares of 
certain Replacement Portfolios with portfolio securities of certain 
Removed Portfolios and the indirect sale of portfolio securities of 
certain Removed Portfolios for shares of certain Replacement 
Portfolios. Pursuant to this analysis, the proposed In-Kind 
Transactions also could be categorized as a purchase of shares of 
certain Replacement Portfolios by certain Removed Portfolios, acting as 
principal, and a sale of portfolio securities by certain Removed 
Portfolios, acting as principal, to certain Replacement Portfolios. In 
addition, the proposed In-Kind Transactions could be viewed as a 
purchase of securities from certain Removed Portfolios, and a sale of 
securities to certain Replacement Portfolios, by MONY or MLOA (or their 
Separate Accounts), acting as principal. If categorized in this manner, 
the proposed In-Kind Transactions may be deemed to contravene Section 
17(a) due to the affiliated status of these participants.
    15. Rule 17a-7 under the 1940 Act exempts from the prohibitions of 
Section 17(a), subject to certain enumerated conditions, a purchase or 
sale transaction between registered investment companies or separate 
series of registered investment companies, which are affiliated 
persons, or affiliated persons of affiliated persons, of each other, 
between separate series of a registered investment company, or between 
a registered investment company or a separate series of a registered 
investment company and a person which is an affiliated person of such 
registered investment company (or affiliated person of such person) 
solely by reason of having a common investment adviser or investment 
advisers which are affiliated persons of each other, common directors, 
and/or common officers.
     16. MONY, MLOA, their Separate Accounts, certain Removed 
Portfolios, and certain Replacement Portfolios, in connection with 
their participation in the proposed In-Kind Transactions, must rely on 
that portion of Rule 17a-7 that requires that they be affiliated 
persons of each other solely by reason of having a common investment 
adviser or affiliated investment advisers, common directors, and/or 
common officers. That is not the case as detailed above. Moreover, one 
of the conditions enumerated in Rule 17a-7 requires that the 
transaction be a purchase or sale, for no consideration other than cash 
payment against prompt delivery of a security for which market 
quotations are readily available. If the proposed In-Kind Transactions 
are viewed as purchases and sales of securities, the consideration in 
the proposed redemptions of shares of certain Removed Portfolios and 
the proposed purchases of shares of certain Replacement Portfolios 
would not be cash, but would be the portfolio securities received from 
the Removed Portfolio.
    17. Section 17(b) of the 1940 Act provides that the Commission may, 
upon application, issue an order

[[Page 61107]]

exempting any proposed transaction from Section 17(a) if: (i) The terms 
of the proposed transactions are reasonable and fair and do not involve 
overreaching on the part of any person concerned; (ii) the proposed 
transactions are consistent with the policy of each registered 
investment company concerned; and (iii) the proposed transactions are 
consistent with the general purposes of the 1940 Act.
    18. The Section 17 Applicants request an order pursuant to Section 
17(b) of the 1940 Act exempting them from the provisions of Section 
17(a) to the extent necessary to permit them to carry out the In-Kind 
Transactions in connection with the proposed Substitutions.
    19. The Section 17 Applicants submit that the terms of the proposed 
In-Kind Transactions, 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 Transactions are consistent with the policies 
of the relevant Removed Portfolios and the relevant corresponding 
Replacement Portfolios, as recited in the current registration 
statement and reports of the relevant investment company filed with the 
Commission under the federal securities laws. Finally, the Section 17 
Applicants submit that the proposed In-Kind Transactions are consistent 
with the general purposes of the 1940 Act.
    20. The Section 17 Applicants state that they will assure 
themselves that the investment companies will carry out the proposed 
In-Kind Transactions in conformity with the conditions of Rule 17a-7 
(or, as applicable, a Removed Portfolio's and a Replacement Portfolio's 
normal valuation procedures, as set forth in the relevant investment 
company's registration statement), except that the consideration paid 
for the securities being purchased or sold will not be cash. The In-
Kind Transactions will be effected at the respective net asset values 
of each Removed Portfolio and the corresponding Replacement Portfolio, 
as determined in accordance with the procedures disclosed in the 
Portfolios' registration statements and as required by Rule 22c-1 under 
the 1940 Act. The In-Kind Transactions will not change the dollar value 
of any Contract owner's investment in any of the Separate Accounts, the 
value of any Contract, the accumulation value or other value credited 
to any Contract, or the death benefit payable under any Contract. After 
the proposed In-Kind Transactions, the value of a Separate Account's 
investment in a Replacement Portfolio will equal the value of its 
investments in the Removed Portfolio (together with the value of any 
pre-existing investments in the Replacement Portfolio) before the In-
Kind Transactions.
    21. When the Commission initially proposed and 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.'' When the Commission amended Rule 17a-7 in 1981 to 
cover transactions involving non-investment company affiliates, it 
indicated that such transactions could be reasonable and fair and not 
involve overreaching if appropriate conditions were imposed on the 
transaction. In this regard, the Section 17 Applicants state they will 
assure themselves that the In-Kind Transactions will be in substantial 
compliance with the conditions of Rule 17a-7 under the 1940 Act. The 
Section 17 Applicants assert that because the proposed In-Kind 
Transactions would comply in substance with the principal conditions of 
Rule 17a-7, the Commission should consider the extent to which the In-
Kind Transactions would meet these or other similar conditions and 
issue an order if such conditions would provide the substance of the 
protections embodied in Rule 17a-7.
    22. The Section 17 Applicants state that the proposed In-Kind 
Transactions will be effected based upon the independent current market 
price of the portfolio securities as specified in paragraph (b) of Rule 
17a-7. The proposed In-Kind Transactions will comply with paragraph (d) 
of Rule 17a-7 because no brokerage commission, fee or other 
remuneration (except for any customary transfer fees) will be paid to 
any party in connection with the proposed In-Kind Transactions. 
Furthermore, a written record of the proposed In-Kind Transactions will 
be maintained and preserved in accordance with paragraph (g) of Rule 
17a-7. With respect to those securities for which market quotations are 
not readily available, the Substitutions will be effected in accordance 
with the relevant Removed Portfolios' and the relevant corresponding 
Replacement Portfolios' normal valuation procedures, as set forth in 
the registration statement for the relevant investment company.
    23. Even though the proposed In-Kind Transactions will not comply 
with the cash consideration requirement of paragraph (a) of Rule 17a-7, 
the Section 17 Applicants state that the terms of the proposed In-Kind 
Transactions will offer to each of the relevant Removed Portfolios and 
each of the relevant Replacement Portfolios the same degree of 
protection from overreaching that Rule 17a-7 generally provides in 
connection with the purchase and sale of securities under that Rule in 
the ordinary course of business. In particular, the Insurance Companies 
and their affiliates cannot effect the proposed In-Kind Transactions at 
a price that is disadvantageous to any Replacement Portfolio.
    24. The Section 17 Applicants represent that the proposed 
redemption of shares of each of the relevant Removed Portfolios will be 
consistent with the investment policies of each Removed Portfolio and 
the corresponding Replacement Portfolio, as recited in their respective 
current registration statements, provided that the shares are redeemed 
at their net asset value in conformity with Rule 22c-1 under the 1940 
Act. Likewise, the proposed sale of shares of each of the relevant 
Replacement Portfolios for investment securities is consistent with the 
investment policies of the relevant Replacement Portfolio, as recited 
in the relevant Trust's registration statement, provided that: (i) The 
shares are sold at their net asset value; and (ii) the investment 
securities are of the type and quality that a Replacement Portfolio 
could have acquired with the proceeds from the sale of its shares had 
the shares been sold for cash. To assure the second of these conditions 
is met, the Manager and relevant Adviser will examine the portfolio 
securities being offered to each Replacement Portfolio and accept only 
those securities as consideration for shares that it would have 
acquired for each such Portfolio in a cash transaction.
    25. Applicants also assert that the proposed In-Kind Transactions 
are consistent with the general purposes of the 1940 Act and that the 
proposed In-Kind Transactions do not present any conditions or abuses 
that the 1940 Act was designed to prevent. In particular, Sections 
1(b)(2) and 1(b)(3) of the 1940 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

[[Page 61108]]

interest of directors, officers, investment advisers, depositors, or 
other affiliated persons thereof, * * * or in the interest 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 holders in their outstanding 
securities.'' As explained above, the terms of the proposed In-Kind 
Transactions are designed to prevent the abuses described in Sections 
1(b)(2) and 1(b)(3) of the 1940 Act.
    26. The Section 17 Applicants submit that, for all the reasons 
stated above, the terms of the proposed In-Kind Transactions as set 
forth in the Application, including the consideration to be paid and 
received, are reasonable and fair to: (i) Each of the relevant 
Replacement Portfolios and each of the relevant Removed Portfolios; and 
(ii) Contract owners. The Section 17 Applicants also assert that the 
proposed In-Kind Transactions do not involve overreaching on the part 
of any person concerned. Furthermore, the Section 17 Applicants 
represent that the proposed In-Kind Transactions are, or will be, 
consistent with all relevant policies of (i) the relevant Replacement 
Portfolios and the relevant Removed Portfolios as stated in the 
relevant investment company's registration statement and reports filed 
under the 1940 Act, and (ii) the general purposes of the 1940 Act.

Conclusion

    For the reasons set forth in the Application, the Section 26 
Applicants and the Section 17 Applicants respectively state that the 
proposed Substitutions and the related In-Kind Transactions meet the 
standards of Section 26(c) of the 1940 Act and of Section 17(b) of the 
1940 Act, and request that the Commission issue an order of approval 
pursuant to Section 26(c) of the 1940 Act and an order of exemption 
pursuant to Section 17(b) of the 1940 Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Lynn Taylor,
Assistant Secretary.

Appendix A

    The charts below compare the average annual total returns of the 
Class IA shares of each Replacement Portfolio and relevant class of 
shares (as indicated below) of each Removed Portfolio for the one-, 
five- and ten-year or since inception periods ended December 31, 
2005.
---------------------------------------------------------------------------

    \25\ Replaced November 30, 2005.

 1.--The Dreyfus Socially Responsible Growth Fund, Inc. (Initial Class Shares) (``Removed Portfolio'') Replaced
           by EQ/Calvert Socially Responsible Portfolio (Class IA Shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                      Since
              Portfolio  Periods Ended 12/31/2005                   1 year          5 years         inception*
                                                                   (percent)       (percent)        (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio.........................................            8.92           (2.00)           (0.87)
Russell 1000 Growth Index.....................................            5.26           (3.58)           (3.74)
Russell 3000 Index\25\........................................            6.12            1.58             1.86
Removed Portfolio.............................................            3.62           (5.27)            5.93
S&P 500.......................................................            4.91            0.54             9.07
----------------------------------------------------------------------------------------------------------------
* The Replacement Portfolio commenced operations on September 1, 1999. The Removed Portfolio commenced
  operations on December 31, 2000.


      2.--Dreyfus Variable Investment Fund--International Value Portfolio (Initial Class Shares) (``Removed
 Portfolio'') Replaced by EQ/Mercury International Value Portfolio (Class IA Shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                       Since
               Portfolio  periods ended 12/31/2005                    1 year          5 years       inception*
                                                                     (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................           11.07            2.46            8.80
MSCI EAFE Index.................................................           13.54            4.55            6.17
Removed Portfolio...............................................           11.89            6.88            7.97
MSCI EAFE Index.................................................           13.54            4.55            5.42
----------------------------------------------------------------------------------------------------------------
* The Replacement Portfolio commenced operations on March 25, 2002. The Removed Portfolio commenced operations
  on May 1, 1996.


 3.--Lord Abbett Series Fund--Growth and Income Portfolio (Class VC Shares) (``Removed Portfolio'') Replaced by
           EQ/Lord Abbett Growth and Income Portfolio (Class IA Shares) (``Replacement Portfolio'')**
----------------------------------------------------------------------------------------------------------------
                                                                      1 year          5 years        10 years*
               Portfolio periods ended 12/31/2005                    (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
Removed Portfolio...............................................            3.25            3.10           10.22

[[Page 61109]]


S&P 500.........................................................            4.91            0.54            9.07
----------------------------------------------------------------------------------------------------------------
* The Removed Portfolio commenced operations on December 11, 1989.
** The inception date for the Replacement Portfolio is April 29, 2005 and, therefore, the Portfolio does not
  have performance information for a full fiscal year.


4.--T. Rowe Price Fixed Income Series, Inc.--Limited-Term Bond Portfolio (``Removed Portfolio'') Replaced by EQ/
                   Short Duration Bond Portfolio (Class IA Shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                    10 years or
                                                                      1 year          5 years          since
               Portfolio periods ended 12/31/2005                    (percent)       (percent)      inception*
                                                                                                     (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................            1.38             N/A            1.58
Lehman 1-3 Year Government Credit Index.........................            1.77             N/A            1.72
Removed Portfolio...............................................            1.74            4.17            4.80
Merrill Lynch 1-5 Year U.S. Corporate and Government Index......            1.44            4.63            5.35
----------------------------------------------------------------------------------------------------------------
* The predecessor of the Replacement Portfolio, the Enterprise Short Duration Portfolio, commenced operations on
  May 1, 2003. The assets of the Enterprise Short Duration Portfolio were transferred to the Replacement
  Portfolio on July 9, 2004. The Removed Portfolio commenced operations on May 13, 1994.


  5.--T. Rowe Price Fixed Income Series, Inc.--Prime Reserve Portfolio (``Removed Portfolio'') Replaced by EQ/
                      Money Market Portfolio (Class IA shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                    10 years or
                                                                      1 year          5 years          since
               Portfolio  periods ended 12/31/2005                   (percent)       (percent)      inception*
                                                                                                     (percent
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................            2.85            2.00            3.72
3-Month Treasury Bill...........................................            3.07            2.34            3.85
Removed Portfolio...............................................            2.79            1.96            3.48
Lipper Variable Annuity Underlying Money Market Funds Average...            2.69            1.85            3.38
----------------------------------------------------------------------------------------------------------------
*The predecessor of the Replacement Portfolio, the HRT/Alliance Money Market Portfolio, commenced operations on
  July 13, 1981. The assets of the HRT/Alliance Money Market Portfolio were transferred to the Replacement
  Portfolio on October 18, 1999. The Removed Portfolio commenced operations on December 31, 1996.


 6.--T. Rowe Price International Series, Inc.--International Stock Portfolio (``Removed Portfolio'') Replaced by
                EQ/Alliance International Portfolio (Class IA shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                      1 year          5 years        10 years*
               Portfolio  periods ended 12/31/2005                   (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................           15.61            5.20            4.87
MSCI EAFE Index.................................................           13.54            4.55            5.84
Removed Portfolio...............................................           16.03            1.84            5.09
MSCI EAFE Index.................................................           14.02            4.94            6.18
----------------------------------------------------------------------------------------------------------------
*The predecessor of the Replacement Portfolio, the HRT/Alliance International Portfolio, commenced operations on
  April 3, 1995. The assets of the HRT/Alliance International Portfolio were transferred to the Replacement
  Portfolio on October 18, 1999. The Removed Portfolio commenced operations on March 31, 1994.


   7.--The Universal Institutional Funds, Inc.--Emerging Markets Equity Portfolio (Class I Shares) (``Removed
    Portfolio'') Replaced by EQ/Van Kampen Emerging Markets Equity Portfolio (Class IA Shares) (``Replacement
                                                  Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                       Since
               Portfolio periods ended 12/31/2005                     1 year          5 years       inception*
                                                                     (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................           33.04           17.97            5.48
MSCI EMF Gross Dividend Index...................................           34.54           19.44            7.13
Removed Portfolio...............................................           33.85           16.01            6.95
MSCI Emerging Markets Free Net Index............................           34.00           19.09            6.62
----------------------------------------------------------------------------------------------------------------
* The Replacement Portfolio commenced operations on August 20, 1997. The Removed Portfolio commenced operations
  on October 1, 1996.


[[Page 61110]]


    8.--Old Mutual Insurance Series Fund--Mid-Cap Portfolio (``Removed Portfolio'') Replaced by EQ/FI Mid Cap
                             Portfolio (Class IA Shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                       Since
               Portfolio  periods ended 12/31/2005                    1 year          5 years       inception*
                                                                     (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................            6.63            4.58            4.38
S&P MidCap 400 Index............................................           12.56            8.60            6.91
Removed Portfolio...............................................            5.71            8.18           14.78
S&P MidCap 400 Index............................................           10.26            6.52           11.35
----------------------------------------------------------------------------------------------------------------
* The Replacement Portfolio commenced operations on September 1, 2000. The Removed Portfolio commenced
  operations on November 30, 1998.


 9.--Lord Abbett Series Fund--Mid-Cap Value Portfolio (Class VC Shares) (``Removed Portfolio'') Replaced by EQ/
               Lord Abbett Mid Cap Value Portfolio (Class IA Shares) (``Replacement Portfolio'')**
----------------------------------------------------------------------------------------------------------------
                                                                                                       Since
               Portfolio  periods ended 12/31/2005                    1 year          5 years       inception*
                                                                     (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
Removed Portfolio...............................................            8.22           10.30           15.34
Russell MidCap Value Index......................................           12.65           12.21           12.50
----------------------------------------------------------------------------------------------------------------
* The Removed Portfolio commenced operations on September 15, 1999.
** The inception date for the Replacement Portfolio is April 29, 2005 and, therefore, the Portfolio does not
  have performance information for a full fiscal year.


10.--PIMCO Variable Insurance Trust--Real Return Portfolio (Administrative Class Shares) (``Removed Portfolio'')
            Replaced by EQ/JPMorgan Core Bond Portfolio (Class IA Shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                       Since
               Portfolio  periods ended 12/31/2005                    1 year          5 years       inception*
                                                                     (percent)       (percent)       (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................            2.50            5.41            5.69
Lehman Brothers Aggregate Bond Index............................            2.43            5.87            6.06
Removed Portfolio...............................................            2.09            9.34            9.68
Lehman Brothers U.S. TIPS Index.................................            2.84            8.74            9.07
----------------------------------------------------------------------------------------------------------------
* The Replacement Portfolio commenced operations on January 1, 1998. The Removed Portfolio commenced operations
  on September 30, 1999.


11.--Lord Abbett Series Fund--Bond-Debenture Portfolio (Class VC Shares) (``Removed Portfolio'') Replaced by AXA
                  Premier VIP High Yield Portfolio (Class A Shares) (``Replacement Portfolio'')
----------------------------------------------------------------------------------------------------------------
                                                                                                    10 years or
                                                                      1 year          5 years          since
               Portfolio  periods ended 12/31/2005                   (percent)       (percent)      inception*
                                                                                                     (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Portfolio...........................................            3.26            6.32            5.17
Merrill Lynch High Yield Master Cash Pay Only Index.............            2.83            8.76            6.80
Credit Suisse First Boston Global High Yield Index\26\..........            2.25            9.82            7.13
Removed Portfolio...............................................            1.31             N/A            8.53
Lehman Brothers Aggregate Bond Index............................            2.43             N/A            4.97
CSFB High Yield Bond Index......................................            2.26             N/A           10.64
----------------------------------------------------------------------------------------------------------------
* The predecessor of the Replacement Portfolio, the EQ/High Yield Portfolio, merged with the AXA Premier VIP
  High Yield Portfolio on August 15, 2003. The assets of the HRT Alliance High Yield Portfolio were transferred
  to the EQ/High Yield Portfolio on October 19, 1999. The HRT Alliance High Yield Portfolio commenced operations
  on January 2, 1987. The Removed Portfolio commenced operations on December 3, 2001.


[[Page 61111]]

     
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    \26\ Replaced December 31, 2005.
---------------------------------------------------------------------------

 [FR Doc. E6-17236 Filed 10-16-06; 8:45 am]

BILLING CODE 8011-01-P
