

[Federal Register: April 11, 2007 (Volume 72, Number 69)]
[Notices]               
[Page 18290-18309]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11ap07-130]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27778; File No. 812-13347]

 
MetLife Insurance Company of Connecticut, et al.

April 6, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order of approval pursuant to 
Section 26(c) of the Investment Company Act of 1940, as amended (the 
``Act''), and an order of exemption pursuant to Section 17(b) of the 
Act from Section 17(a) of the Act.

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Applicants: MetLife Insurance Company of Connecticut (``MetLife of 
CT''), MetLife of CT Separate Account Five for Variable Annuities 
(``Separate Account Five''), MetLife of CT Separate Account Seven for 
Variable Annuities (``Separate Account Seven''), MetLife of CT Separate 
Account Nine for Variable Annuities (``Separate Account Nine''), 
MetLife of CT Separate Account Eleven for Variable Annuities 
(``Separate Account Eleven''), MetLife of CT Separate Account Thirteen 
for Variable Annuities (``Separate Account Thirteen''), MetLife of CT 
Fund U for Variable Annuities (``Fund U''), MetLife of CT Separate 
Account PF for Variable Annuities (``Separate Account PF''),

[[Page 18291]]

MetLife of CT Separate Account TM for Variable Annuities (``Separate 
Account TM''), MetLife of CT Fund ABD for Variable Annuities (``Fund 
ABD''), MetLife of CT Fund BD for Variable Annuities (``Fund BD''), 
MetLife of CT Separate Account QP for Variable Annuities (``Separate 
Account QP''), MetLife of CT Separate Account QPN for Variable 
Annuities (``Separate Account QPN''), MetLife of CT Fund BD III for 
Variable Annuities (``Fund BD III''), MetLife Insurance Company of CT 
Variable Annuity Separate Account 2002 (``Separate Account 2002''), 
MetLife of CT Separate Account PP for Variable Life Insurance 
(``Separate Account PP''), MetLife of CT Separate Account CPPVUL I 
(``Separate Account CPPVUL I''), MetLife of CT Separate Account Three 
(``Variable Life Separate Account Three''), MetLife of CT Fund UL III 
for Variable Life Insurance (``Fund UL III''), MetLife of CT Fund UL 
for Variable Life Insurance (``Fund UL''), MetLife Life and Annuity 
Company of Connecticut (``MetLife LAN''), MetLife of CT Separate 
Account One (``Separate Account One''), MetLife of CT Separate Account 
Six for Variable Annuities (``Separate Account Six''), MetLife of CT 
Separate Account Eight for Variable Annuities (``Separate Account 
Eight''), MetLife of CT Separate Account Ten for Variable Annuities 
(``Separate Account Ten''), MetLife of CT Separate Account Twelve for 
Variable Annuities (``Separate Account Twelve''), MetLife of CT 
Separate Account Fourteen for Variable Annuities (``Separate Account 
Fourteen''), MetLife of CT Separate Account PF II for Variable 
Annuities (``Separate Account PF II''), MetLife of CT Separate Account 
TM II for Variable Annuities (``Separate Account TM II''), MetLife of 
CT Fund ABD II for Variable Annuities (``Fund ABD II''), MetLife of CT 
Fund BD II for Variable Annuities (``Fund BD II''), MetLife of CT Fund 
BD IV for Variable Annuities (``Fund BD IV''), MetLife Life and Annuity 
Company of CT Variable Annuity Separate Account 2002 (``MetLife LAN 
Separate Account 2002''), MetLife of CT Fund UL II for Variable Life 
Insurance (``Fund UL II''), MetLife Investors Insurance Company 
(``MetLife Investors''), MetLife Investors Variable Annuity Account One 
(``VA Account One''), MetLife Investors Variable Annuity Account Five 
(``VA Account Five''), MetLife Investors Variable Life Account One 
(``VL Account One''), MetLife Investors Variable Life Account Five 
(``VL Account Five''), First MetLife Investors Insurance Company 
(``First MetLife Investors''), First MetLife Investors Variable Annuity 
Account One (``First VA Account One''), MetLife Investors USA Insurance 
Company (``MetLife Investors USA''), MetLife Investors USA Separate 
Account A (``Separate Account A''), Metropolitan Life Insurance Company 
(``MetLife''), Metropolitan Life Separate Account UL (``Separate 
Account UL''), Metropolitan Life Variable Annuity Separate Account I 
(formerly First Citicorp Life Variable Annuity Separate Account) 
(``Separate Account I''), Metropolitan Life Variable Annuity Separate 
Account II (formerly Citicorp Life Variable Annuity Separate Account) 
(``Separate Account II''); Security Equity Separate Account Nine (``SE 
Separate Account Nine''), Security Equity Separate Account Thirty Five 
(``SE Separate Account Thirty Five''), Security Equity Separate Account 
Fifty Two (``SE Separate Account Fifty Two''), Security Equity Separate 
Account Seventy Three (``SE Separate Account Seventy Three''), New 
England Life Insurance Company (``New England''), New England Variable 
Life Separate Account Four (``NEVL Separate Account Four''), New 
England Variable Life Separate Account Five (``NEVL Separate Account 
Five''), General American Life Insurance Company (``General American'', 
together with MetLife of CT, MetLife LAN, MetLife Investors, First 
MetLife Investors, MetLife Investors USA, MetLife, and New England, the 
``Insurance Companies''), General American Separate Account Seven (``GA 
Separate Account Seven''), General American Separate Account Twenty-
Eight (``GA Separate Account Twenty-Eight''), General American Separate 
Account Twenty-Nine (``GA Separate Account Twenty-Nine''), General 
American Separate Account Thirty Three (``GA Separate Account Thirty 
Three'', together with Separate Account Six, Separate Account Seven, 
Separate Account Eight, Separate Account Nine, Separate Account Ten, 
Separate Account Eleven, Separate Account Twelve, Separate Account 
Thirteen, Separate Account Fourteen, Fund U, Separate Account PF, 
Separate Account TM, Fund ABD, Fund BD, Separate Account QP, Separate 
Account QPN, Fund BD III, Separate Account 2002, Separate Account PP, 
Separate Account CPPVUL I, Separate Account One, Separate Account Five, 
Separate Account Three, Fund UL III, Fund UL, Separate Account PF II, 
Separate Account TM II, Fund ABD II, Fund BD II, Fund BD IV, MetLife 
LAN Separate Account 2002, Fund UL II, VA Account One, VA Account Five, 
First VA Account One, First VA Account, One, VL Account One, VL Account 
Five, Separate Account A, Separate Account UL, Separate Account I, 
Separate Account II, SE Separate Account Nine, SE Separate Account 
Seventy Three, SE Separate Account Thirty Five, SE Separate Account 
Fifty Two, NEVL Separate Account Four, NEVL Separate Account Five, GA 
Separate Account Seven, GA Separate Account Twenty-Eight, and GA 
Separate Account Twenty-Nine, the ``Separate Accounts''), Met Investors 
Series Trust (``MIST'') and Metropolitan Series Fund, Inc. (``Met 
Series Fund'' together with MIST, the ``Investment Companies''). The 
Insurance Companies and the Separate Accounts are referred to as the 
``Substitution Applicants'' or ``Applicants''. The Insurance Companies, 
the Separate Accounts and the Investment Companies are the ``Section 17 
Applicants''.

Summary of Application: Applicants seek an order approving the 
substitution of certain series of the Investment Companies for shares 
of series of other, registered investment companies held by the 
Separate Accounts to fund certain group and individual variable annuity 
contracts and variable life insurance policies issued by the Insurance 
Companies (collectively, the ``Contracts''). The Section 17 Applicants 
seek an order pursuant to Section 17(b) of the Act to permit certain 
in-kind transactions in connection with the Substitutions.

Filing Date: The application was filed on November 30, 2006, and an 
amended and restated application was filed on April 5, 2007.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Secretary of 
the Commission and serving Applicants with a copy of the request 
personally or by mail. Hearing requests should be received by the 
Commission by 5:30 p.m. on April 27, 2007, and should be accompanied by 
proof of service on Applicants, in the form of an affidavit or for 
lawyers a certificate of service. Hearing requests should state the 
nature of the writer's interest, the reason for the request and the 
issued contested. Persons may request notification of a hearing by 
writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549. Applicants c/o Paul G. Cellupica, Chief 
Counsel--Securities Products and Regulation, MetLife Group, One MetLife 
Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101.

[[Page 18292]]


FOR FURTHER INFORMATION CONTACT: Robert S. Lamont, Jr., Senior Counsel, 
or Joyce M. Pickholz, Branch Chief, Office of Insurance Products, 
Division of Investment Management, at (202) 551-6795.

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

Applicants' Representations

    1. MetLife of CT is a stock life insurance company organized in 
1863 under the laws of Connecticut. MetLife LAN is a stock life 
insurance company organized in 1973 under the laws of Connecticut. 
MetLife Investors is a stock life insurance company organized on August 
17, 1981, under the laws of Missouri. First MetLife Investors is a 
stock life insurance company organized on December 31, 1992, under the 
laws of New York. MetLife Investors USA is a stock life insurance 
company organized on September 13, 1960, under the laws of Delaware. 
MetLife is a stock life insurance company organized in 1868 under the 
laws of New York. New England is a stock life insurance company 
organized in 1980 under the laws of Delaware. General American is a 
stock life insurance company organized in 1933 under the laws of 
Missouri.
    2. Separate Account Five, Separate Account Seven, Separate Account 
Eleven, Separate Account Thirteen, Fund U, Separate Account PF, 
Separate Account TM, Fund ABD, Fund BD, Separate Account QP, Fund BD 
III, Separate Account 2002, Fund UL, Separate Account One, Separate 
Account Three, Separate Account Six, Separate Account Eight, Separate 
Account Ten, Separate Account Twelve, Separate Account Fourteen, 
Separate Account PF II, Separate Account TM II, Fund ABD II, Fund BD 
II, Fund BD IV, MetLife LAN Separate Account 2002, Fund UL II, VA 
Account One, VL Account One, VL Account Five, First VA Account One, VA 
Account Five, Separate Account A, Separate Account UL, Separate Account 
II, Separate Account I, GA Separate Account Twenty-Eight, and GA 
Separate Account Twenty-Nine are registered under the Act as unit 
investment trusts for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.
    3. Separate Account Nine and Fund UL III were established as 
segregated asset accounts under Connecticut law in 1999. Separate 
Account Nine and Fund UL III are registered under the Act as a unit 
investment trusts for the purpose of funding the Contracts. Security 
interests under the Contracts have been registered under the Securities 
Act of 1933.
    4. Separate Account QPN is exempt from registration under the Act. 
Security interests under the Contracts have been registered under the 
Securities Act of 1933.
    5. Separate Account PP, Separate Account CCPVUL I, SE Separate 
Account Nine, SE Separate Account Thirty Five, SE Separate Account 
Fifty Two, SE Separate Account Seventy Three, NEVL Separate Account 
Four, NEVL Separate Account Five, GA Separate Account Seven, and GA 
Separate Account Thirty Three serve as separate account funding 
vehicles for certain Contracts that are exempt from registration under 
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    6. The variable contracts funded by the separate accounts affected 
by this application are Flexible Premium Variable Annuity (CitiElite) 
(1933 Act File 333-138112 and 333-138113), Flexible Premium 
Deferred Variable Annuity (CitiVariable) (1933 Act File 333-
138114 and 333-138115), Marquis (1933 Act File 333-40193, 333-
40191, 333-125618 and 333-125756), MetLife Access Annuity (1933 Act 
File 333-23311 and 333-23327), MetLife Access Select Annuity 
(1933 Act File 333-23311 and 333-23327), MetLife Index Annuity 
(1933 Act File 333-27689 and 333-27687), MetLife Retirement 
Account (1933 Act File 333-58783 and 333-58809), MetLife 
Retirement Perspectives--Registered (1933 Act File 333-
118412), Pioneer Annuistar Annuity (1933 Act File 333-101777 
and 333-101815), Pioneer Annuistar Flex Annuity (1933 Act File 
333-65926 and 333-65922), Pioneer Annuistar Plus Annuity (1933 
Act File 333-101778 and 333-101814), Pioneer Annuistar Value 
Annuity (1933 Act File 333-101777 and 333-101815), Portfolio 
Architect 3 Annuity (1933 Act File 333-65926 and 333-65922), 
Portfolio Architect Access Annuity (1933 Act File 333-100435 
and 333-100434). Portfolio Architect Annuity (1933 Act File 
033-65343 and 033-65339), Portfolio Architect II Annuity (1933 
Act File 333-101777 and 333-101815), Portfolio Architect L 
Annuity (1933 Act File 333-65926 and 333-65922), Portfolio 
Architect Plus Annuity (1933 Act File 333-101778 and 33-
101814), Portfolio Architect Select Annuity (1933 Act File 
033-65343 and 033-65339), Portfolio Architect XTRA Annuity 
(1933 Act File 333-70657 and 333-70659), Premier Advisers--
Asset Manager Annuity (1933 Act File 333-60227 and 333-60215), 
Premier Advisers Annuity Class I & II (1933 Act File 033-65343 
and 033-65339), Premier Advisers II Annuity (1933 Act File 
333-65506 and 333-65500), Premier Advisers III Annuity Series 
I & II (1933 Act File 333-65506 and 333-65500), Premier 
Advisers L Annuity Series I and II (1933 Act File 333-60227 
and 333-60215), PrimElite I (1933 Act File 333-32589 and 333-
32581), PrimElite II (1933 Act File 333-72334 and 333-72336), 
Registered Blueprint I (1933 Act File 333-136191), Registered 
Blueprint II (1933 Act File 333-136191), Registered Prime 
Builder I (1933 Act File 333-136191), Registered Prime Builder 
II (1933 Act File 333-136191), Registered GoldTrack (1933 Act 
File 333-00165), Registered GoldTrack Select (1933 Act File 
333-00165), Scudder, Advocate Advisor Annuity (1933 Act File 
333-100435 and 333-100434), Scudder Advocate Advisor--ST1 
Annuity (1933 Act File 333-100435 and 333-100434), Scudder 
Advocate Rewards Annuity (1933 Act File 333-101778 and 333-
101814), Universal Annuity (1933 Act File 002-79529), 
Universal Annuity Advantage (1933 Act File 333-117028), 
Universal Select Annuity (1933 Act File 333-116783), Vintage 
Annuity (1933 Act File 033-73466 and 033-58131), Vintage 3 
Annuity (1933 Act File 333-65926 and 333-65922), Vintage 
Access Annuity (1933 Act File 333-100435 and 333-100434), 
Vintage II Annuity (1933 Act File 333-82009 and 333-82013), 
Vintage II (Series II) Annuity (1933 Act File 333-82009 and 
333-82013), Vintage L Annuity (1933 Act File 333-65926, 333-
65922, 333-125613 and 333-125753), Vintage XTRA (Series II) Annuity 
(1933 Act File 333-70657 and 333-70659), Vintage XTRA Annuity 
(1933 Act File 333-70657 and 333-70659), Class AA (1933 Act 
File 333-96773, 333-50540, 333-138563), Class A (1933 Act File 
333-96775, 333-54358, 333-138567), Class B (1933 Act File 
333-96773, 333-50540, 333-138563), Destiny Select (1933 Act 
File 033-39100), Navigator Select (1933 Act File 333-
34741 and 333-138569), Premier, Advisor (1933 Act File 033-
39100), Prevail (1933 Act File 033-39100), Cova VA (1933 Act 
File 033-14979 and 333-138571), Cova VA Series A (1933 Act 
File 333-90405 and 333-138563), Custom-Select (1933 Act File 
033-74174, 333-34741 and 333-138569), First Cova Custom-Select 
(1933 Act File 033-74174), Firstar Summit

[[Page 18293]]

(1933 Act File 033-39100), PrimElite III (1933 Act File 
333-125617 and 333-125756), Separate Account 29 VA (1933 Act 
File 033-54774), Cova SPVL (1933 Act File 333-17963 
and 333-138576), Custom Select Flex VUL (1933 Act File 333-
83197 and 333-138574), Custom Select Flex JSVUL (1933 Act File 
333-83165 and 333-138573), MarketLife (1933 Act File 
002-88637 and 033-63927), Invest (1933 Act File 002-
88637), MetLife Variable Life (1933 Act File 333-96519 and 
333-96517), MetLife Variable Life Accumulator Series (1933 Act File 
333-96515 and 333-96521), MetLife Variable Life Accumulator 
Series 2 (1933 Act File 333-96515 and 333-96521), MetLife 
Variable Life Accumulator Series 3 (1933 Act File 333-113109 
and 333-113110), MetLife Variable Survivorship Life (1933 Act File 
333-69771 and 333-69773), MetLife, Variable Survivorship Life 
II (1933 Act File 333-56952 and 333-56958), VintageLife (1933 
Act File 033-88578 and 033-88576), COLI 2000 (1933 Act File 
333-94779), COLI 1 (1933 Act File 333-71349), COLI 
1--Series 2 (Siemens) (1933 Act File 333-71349), COLI III 
(1933 Act File 333-94779), COLI IV (1933 Act File 
333-113533), COLI Select (1933 Act File 333-105335).
    7. MIST and Met Series Fund are each registered under the Act as 
open-end management investment companies of the series type, and their 
securities are registered under the Securities Act of 1933. Met 
Investors Advisory, LLC and MetLife Advisers, LLC serve as investment 
adviser to MIST and Met Series Fund, respectively.
    8. Under the annuity contracts, the Insurance Companies reserve the 
right to substitute shares of one fund with shares of another, 
including a fund of a different registered investment company.
    9. Each Insurance Company, on its behalf and on behalf of the 
Separate Accounts, proposes to make certain substitutions of shares of 
thirty-nine funds (the ``Existing Funds'') held in sub-accounts of its 
respective Separate Accounts for certain series (the ``Replacement 
Funds'') of MIST and Met Series Fund.
    10. The proposed substitutions are as follows: Shares of Met Series 
Fund's MetLife Stock Index Portfolio for shares of the Dreyfus Stock 
Index Fund, Inc. and DWS Equity 500 Index VIP; shares of Met Series 
Fund's BlackRock Diversified Portfolio for shares of Fidelity VIP Asset 
Manager Portfolio and DWS Balanced VIP; shares of MIST's Neuberger 
Berman Real Estate Portfolio for shares of Delaware VIP REIT Series and 
DWS RREEF Real Estate Securities VIP; shares of Met Series Fund's 
Oppenheimer Global Equity Portfolio for shares of Universal 
Institutional Funds Global Value Equity Portfolio; shares of MIST's 
Lord Abbett Mid-Cap Value Portfolio for shares of Lord Abbett Series 
Fund Mid-Cap Value Portfolio; shares of MIST's Lord Abbett Growth and 
Income Portfolio for shares of Lord Abbett Series Fund Growth and 
Income Portfolio and DWS Growth & Income VIP; shares of Met Series 
Fund's MFS Total Return Portfolio for shares of Janus Aspen Series 
Balanced Portfolio; shares of Met Series Fund's T. Rowe Price Large Cap 
Growth Portfolio for shares of Janus Aspen Series Growth and Income 
Portfolio and DWS Janus Growth & Income VIP; shares of Met Series 
Fund's Neuberger Berman Mid Cap Value Portfolio for shares of Universal 
Institutional Funds; shares of MIST's Third Avenue Small Cap Value 
Portfolio for shares of Putnam VT Small Cap Value Fund Lazard 
Retirement Small Cap Portfolio; shares of MIST's Loomis Sayles Global 
Markets Portfolio for shares of Templeton Global Asset Allocation Fund; 
shares of MIST's MFS Research International Portfolio for shares of 
Putnam VT International Equity Fund and DWS International VIP and DWS 
International Select Equity VIP; shares of MIST's MFS Emerging Markets 
Equity Portfolio for shares of Credit Suisse Emerging Markets Portfolio 
and Universal Institutional Funds Emerging Markets Equity Portfolio; 
shares of MIST's Met/AIM Capital Appreciation Portfolio for shares of 
AIM V.I. Capital Appreciation Fund; shares of Met Series Fund's Capital 
Guardian U.S. Equity Portfolio for shares of AIM V.I. Core Equity and 
MFS Investors Trust Series; shares of MIST's PIMCO Inflation Protected 
Bond Portfolio for shares of PIMCO Real Return; shares of Met Series 
Fund's Russell 2000 Index Portfolio for shares of DWS Small Cap Index; 
shares of Met Series Fund's BlackRock Bond Income Portfolio for shares 
of DWS Bond VIP and DWS Core Fixed Income VIP; shares of MIST's T. Rowe 
Price Mid-Cap Growth Portfolio for shares of DWS Mid Cap Growth VIP; 
shares of Met Series Fund's FI Value Leaders Portfolio for shares of 
DWS Blue Chip VIP; shares of MIST's BlackRock High Yield Portfolio for 
shares of DWS High Income VIP; shares of Met Series Fund's BlackRock 
Money Market Portfolio for shares of DWS Money Market VIP; shares of 
Met Series Fund's T. Rowe Price Small Cap Growth Portfolio for shares 
of DWS Small Cap Growth VIP; shares of MIST's Pioneer Strategic Income 
Portfolio for shares of DWS Strategic Income VIP; shares of Met Series 
Fund's BlackRock Large Cap Value Portfolio for shares of DWS Dreman 
High Return Equity VIP; shares of Met Series Fund's Davis Venture Value 
Portfolio for shares of DWS Davis Venture Value VIP; shares of MIST's 
Turner Mid-Cap Growth Portfolio for shares of DWS Turner Mid Cap Growth 
VIP; and shares of MIST's MFS Value Portfolio for shares of DWS Large 
Cap Value VIP.
    11. Following is a summary of the investment objectives and 
policies of the Existing Funds and the respective Replacement Funds. 
Additional information including asset sizes, risk factors and 
comparative performance history for each Existing Fund and each 
Replacement Fund can be found in the Application.

------------------------------------------------------------------------
             Existing Fund                       Replacement Fund
------------------------------------------------------------------------
Dreyfus Stock Index Fund, Inc.--seeks    MetLife Stock Index Portfolio--
 to match the total return of the S&P     seeks to equal the performance
 500 Index. The Fund generally invests    of the S&P 500 Index. The
 in all 500 stocks in the S&P 500 Index   Portfolio purchases the common
 in proportion to their weighting in      stocks of all the companies in
 the Index. The Fund attempts to have a   the S&P Index. The Portfolio
 correlation between its performance      also expects to invest in
 and that of the S&P 500 Index of at      exchange traded funds and
 least 95% before expenses.               futures contracts based on the
DWS Equity 500 Index VIP--seeks to        S&P 500 Index and/or related
 replicate as closely as possible         options. The investment
 before deduction of expenses, the        adviser attempts to maintain a
 performance of the S&P 500 Index. The    target correlation between its
 Portfolio invests for capital            performance and that of the
 appreciation, not income; any dividend   S&P 500 Index of at least 95%.
 and interest income is incidental to
 the pursuit of its objective. The
 Portfolio invests primarily in the
 securities included in the S&P 500
 Index and derivative instruments
 relating to the Index.

[[Page 18294]]


VIP Asset Manager Portfolio--seeks a     BlackRock Diversified
 high total return with reduced risk      Portfolio--seeks high total
 over the long term by allocating its     return while attempting to
 assets among stocks and bonds of large   limit investment risk and
 market capitalization companies and      preserve capital. The
 short term instruments. The Portfolio    Portfolio invests its assets
 maintains a neutral mix over time of     in equity securities and fixed-
 50% of assets in stocks, 40% of assets   income securities. The amount
 in bonds, and 10% of assets in short-    of assets invested in each
 term money market instruments. The       type of security will depend
 Portfolio may adjust the allocation      upon economic conditions, the
 among the asset classes gradually        general level of common stock
 within the following ranges: stock       prices, interest rates and
 class (30%-70%), bond class (20%-60%),   other considerations including
 and short-term and money market class    risks associated with each
 (0%-50%). The Portfolio may invest up    type of security. The
 to 50% of its net assets in foreign      Portfolio seeks to maintain
 securities. The Portfolio may invest     the market capitalization,
 up to 15% of its assets in non-          sector allocations and style
 investment grade debt securities.        characteristics similar to
DWS Balanced VIP--seeks high total        those of the S&P 500 Index.
 return, a combination of income and      The Portfolio's fixed income
 capital appreciation. The Portfolio      investments will be investment
 follows a flexible investment program,   grade and non-investment grade
 investing in a mix of growth and value   (up to 20% of total assets)
 stocks of large and small                and up to 20% of its total
 capitalization companies and bonds.      assets in foreign securities
 The investment adviser employs a team    (including up to 10% in
 approach to allocate the Portfolio's     emerging markets); provided
 assets among the various asset           that the fixed income portion
 classes. The Portfolio normally          of the Portfolio may not
 invests approximately 60% of its net     invest more than 30% of its
 assets in common stocks and other        assets in high yield
 equity securities and approximately      securities and foreign
 40% of its net assets in fixed income    securities combined.
 securities The Portfolio may invest up
 to 25% of its total assets in foreign
 securities.
Lord Abbett Series Fund Mid-Cap Value    Lord Abbett Mid-Cap Value
 Portfolio--seeks capital appreciation    Portfolio--seeks capital
 through investments, primarily in        appreciation through
 equity securities, which are believed    investments, primarily in
 to be undervalued in the marketplace.    equity securities, which are
 The Portfolio invests at least 80% of    believed to be undervalued in
 its assets in mid-sized companies with   the marketplace. The Portfolio
 a capitalization range of the            invests at least 80% of its
 companies in the Russell Mid Cap         assets in mid-sized companies
 Index. The Portfolio invests primarily   with a capitalization range of
 in common stocks, including              the companies in the Russell
 convertible securities, of companies     Mid Cap Index . The Portfolio
 with good prospects for improvement in   invests primarily in common
 earning trends or asset values that      stocks, including convertible
 are not yet fully recognized. The        securities, of companies with
 Portfolio may invest up to 10% of its    good prospects for improvement
 assets in foreign securities that are    in earning trends or asset
 primarily traded outside of the U.S.     values that are not yet fully
 The manager of the Fund also manages     recognized. The Portfolio may
 the Replacement Fund.                    invest up to 10% of its assets
                                          in foreign securities that are
                                          primarily traded outside of
                                          the U.S.
Lord Abbett Series Fund Growth and       Lord Abbett Growth and Income
 Income Portfolio--seeks long-term        Portfolio--seeks long-term
 growth of capital and income without     growth of capital and income
 excessive fluctuations in market         without excessive fluctuation
 price. Under normal circumstances the    in market value. The Portfolio
 Portfolio will invest at least 80% of    normally invests 80% of its
 its net assets in equity securities      net assets in equity
 (including, common stocks, preferred     securities of large (at least
 stocks, convertible securities,          $5 billion of market
 warrants and similar investments) of     capitalization), seasoned U.S.
 large, seasoned U.S. and multinational   and multinational companies
 companies. The Portfolio invests         that are believed to be
 primarily in the securities of           undervalued. The Portfolio may
 companies that fall within the market    also invest in foreign
 capitalization range of the Russell      securities up to 10% of its
 1000 Index. The Portfolio may also       assets.
 invest up to 10% of its assets in the
 securities of foreign issuers, (the
 Portfolio does not consider American
 Depositary Receipts (``ADRs'') as a
 foreign security). The manager of the
 Portfolio also manages the Replacement
 Fund.
DWS Growth & Income VIP--seeks long-
 term growth of capital, current income
 and growth of income. The Portfolio
 invests at least 65% of its assets in
 equities mainly common stocks.
 Although the Portfolio can invest in
 companies of any size and from any
 country, it invests primarily in large
 U.S. companies. The investment adviser
 looks for companies with strong
 prospects for continued growth of
 capital and earnings. The Portfolio
 may also invest up to 25% of its
 assets in foreign securities.
Global Value Equity Portfolio--seeks     Oppenheimer Global Equity
 long-term capital appreciation by        Portfolio--seeks capital
 investing primarily in equity            appreciation. Under normal
 securities of issuers throughout the     circumstances the Portfolio
 world, including U.S. issuers. The       invests at least 80% of its
 investment adviser selects securities    net assets in equity
 believed to be undervalued for           securities. The Portfolio
 investment primarily from a universe     seeks broad portfolio
 of issuers located in developed          diversification in different
 markets, but may also invest in          countries to help moderate the
 emerging markets. At least 20% of the    special risks of foreign
 Portfolio's assets will be invested in   investing. The Portfolio may
 U.S. issuers. At least 80% of the        invest without limitation in
 Portfolio's assets will be invested in   foreign securities, including
 equity securities.                       developing and emerging
                                          markets. The Portfolio
                                          emphasizes its investments in
                                          developed markets such as the
                                          United States, Western
                                          European countries and Japan.
U.S. Mid Cap Value Portfolio--seeks      Neuberger Berman Mid Cap Value
 above-average total return over a        Portfolio--seeks capital
 market cycle of three to five years by   growth. The Portfolio invests
 investing in common stocks and other     at least 80% of its assets in
 equity securities. The Portfolio         equity securities of mid-cap
 invests primarily in common stocks of    companies believed to be
 companies traded on a U.S. securities    undervalued. The investment
 exchange with capitalizations            adviser defines mid-cap
 generally in the range of companies      companies with a market
 included in the Russell Midcap Value     capitalization within the
 Index. The Portfolio may invest up to    range of the market
 20% of its assets in real estate         capitalization of companies
 investment trusts and up to 20% of its   included in the Russell Midcap
 assets in foreign securities (which      Index. The Portfolio may
 excludes securities of foreign           invest in foreign securities.
 companies that are listed in the U.S.    Although not a principal
 on a national stock exchange.            investment strategy, the
                                          Portfolio may also invest in
                                          real estate investment trusts.

[[Page 18295]]


Putnam VT Small Cap Value Fund--seeks    Third Avenue Small Cap Value
 capital appreciation. The Fund invests   Portfolio--seeks long-term
 mainly in common stocks of U.S.          capital appreciation.
 companies with a focus on value          Normally, the Portfolio,
 stocks. Under normal conditions, at      invests at least 80% of its
 least 80% of the Fund's assets are       net assets in equity
 invested in small companies of a size    securities of small companies
 similar to those on the Russell 2000     whose market capitalization is
 Value Index. The Fund may invest in      no greater than nor less than
 foreign securities. The Fund may also    the range of capitalization of
 engage in a variety of transactions      companies in the Russell 2000
 including derivatives, such as           Index or the S&P Small Cap 600
 options, futures, warrants and swap      Index. The Portfolio seeks to
 contracts. Although there are no         acquire common stocks of well-
 stated limits on investments in          financed companies at a
 derivatives and foreign securities,      substantial discount to what
 the Fund normally invests at least 65%   the investment adviser
 of its assets in the securities of       believes is their true value.
 U.S. companies.                          The Portfolio may invest up to
                                          35% of its assets in foreign
                                          securities. The Portfolio is
                                          non-diversified but the
                                          Portfolio will be managed as a
                                          diversified portfolio
                                          indefinitely.
Lazard Retirement Small Cap Portfolio--
 seeks long-term capital appreciation.
 Under normal circumstances, at least
 80% of the Portfolio's assets are
 invested in equity securities,
 primarily common stocks, of small-cap
 companies with market capitalizations
 within the range of the companies
 included in the Russell 2000 Index.
 The portfolio manager looks for
 companies that are undervalued
 relative to their earnings, cash flow,
 asset values or other measures of
 value. The Portfolio may also invest
 up to 20% of its assets in equity
 securities of larger U.S. companies.
 The Portfolio occasionally invests in
 foreign securities. There are no
 stated limits for investments in
 foreign securities.
Templeton Global Asset Allocation Fund-- Loomis Sayles Global Markets
 seeks high total return. The Fund        Portfolio--seeks high total
 invests in equity securities of          return through a combination
 companies in any country, debt           of capital appreciation and
 securities of companies and              income. The Portfolio invests
 governments of any country, and money    primarily in equity and fixed
 market securities. There is no minimum   income securities of U.S. and
 or maximum percentage targets for each   foreign issuers including
 asset class. Under normal conditions,    issuers located in emerging
 the Fund invests substantially to        markets. The adviser allocates
 primarily in equity securities. The      investment among foreign and
 Fund's debt investments generally        domestic equities and fixed
 focus on investment grade securities.    income securities. In
 The Fund may also purchase high yield    determining equity
 debt securities.                         investments, the adviser looks
                                          for companies with the
                                          potential for superior
                                          earnings growth relative to
                                          current value. In purchasing
                                          debt securities, the adviser
                                          looks for securities believed
                                          to be undervalued and to have
                                          the potential for credit
                                          upgrades. The Portfolio may
                                          purchase high yield debt
                                          securities. The Portfolio may
                                          engage in foreign currency
                                          hedging transactions and
                                          options and futures
                                          transactions.
Putnam VT International Equity Fund--    MFS Research International
 seeks capital appreciation. The Fund     Portfolio--seeks capital
 invests under normal circumstances, at   appreciation. The Portfolio
 least 80% of its assets in equity        invests at least 65% of its
 securities, mainly common stocks of      assets in common stocks and
 companies outside the U.S. that are      related securities, such as
 believed to be undervalued. The Fund     preferred stocks, convertible
 invests mainly in mid sized and large    securities and depository
 companies, but may invest in companies   receipts. The Portfolio
 of any size. The Fund may invest in      focuses on companies
 emerging market companies. The Fund      (including up to 25% of its
 may engage in a variety of               assets in emerging market
 transactions involving derivatives,      issuers) that are believed to
 such as futures, options, warrants and   have favorable growth
 swap contracts.                          prospects and attractive
                                          valuations based on current
                                          and expected earnings or cash
                                          flow. The Portfolio may invest
                                          in companies of any size. The
                                          Portfolio will invest in at
                                          least five countries. Although
                                          not a principal strategy, the
                                          Portfolio may engage in
                                          options, futures and foreign
                                          currency transactions.
DWS International VIP--seeks long-term
 growth of capital primarily through
 diversified holdings of marketable
 foreign equity investments. Although
 the Portfolio can invest in companies
 of any size and from any country
 (other than the U.S.), it invests
 mainly in common stocks of established
 companies in countries with developed
 economies. Investments in emerging
 market issuers are limited to 15% of
 assets. The portfolio manager looks
 for companies with a history of above-
 average growth, strong competitive
 positioning, attractive prices
 relative to potential growth, sound
 financial strength and effective
 management, among other factors. The
 Portfolio may, but is not required to
 use derivatives.
DWS International Select Equity VIP--
 seeks capital appreciation. Under
 normal circumstances, the Portfolio
 invests at least 80% of its net assets
 in equity securities and other
 securities with equity
 characteristics. Under normal market
 conditions, the Portfolio invests in
 securities of issuers with a minimum
 market capitalization of $500 million.
 The Portfolio primarily invests in the
 countries that make up the MSCI EAFE
 Index. At least 50% of the Portfolio's
 assets will be invested in securities
 that are represented in the MSCI EAFE
 Index. However, the Portfolio may
 invest up to 50% of its net assets in
 non-index securities in companies
 located in the countries that make up
 the Index. The Portfolio manager looks
 for companies with high and
 sustainable return on capital and long-
 term prospects for growth. Although
 not one of its principal investment
 strategies, the Portfolio is permitted
 to use various types of derivatives.
 In particular, the Portfolio may use
 futures, currency options and forward
 currency transactions.

[[Page 18296]]


Credit Suisse Emerging Markets           MFS Emerging Markets Equity
 Portfolio--seeks long-term growth of     Portfolio--seeks capital
 capital. The Portfolio invests at        appreciation. The Portfolio
 least 80% of its assets in foreign       invests at least 80% of its
 equity securities focusing on issuers    assets in common stocks and
 in emerging markets. The Portfolio       related securities, such as
 analyzes a company's growth potential    preferred stocks, convertible
 in choosing investments. The Portfolio   securities and depositary
 may invest up to 20% of its assets in    receipts of emerging market
 investment grade debt securities and     issuers. While the Portfolio
 non-market grade debt securities and     may invest up to 50% of its
 up to 25% of its assets in options.      assets in issuers located in a
                                          single country, the Portfolio
                                          expects to have no more than
                                          25% of its assets invested in
                                          issuers located in any one
                                          country. While not a principal
                                          strategy, the Portfolio may
                                          invest in options and futures,
                                          foreign currency transactions
                                          and foreign debt securities,
                                          including high yield debt
                                          securities.
Emerging Markets Equity Portfolio--
 seeks long-term capital appreciation
 by investing primarily in growth-
 oriented equity securities of issuers
 in emerging market countries. At least
 80% of the Portfolio's assets will be
 invested in equity securities of
 emerging market issuers. The Portfolio
 may invest in certain instruments such
 as derivatives, and may use certain
 techniques such as hedging to risk
 including currency risk.
AIM V.I. Capital Appreciation Fund--     Met/AIM Capital Appreciation
 seeks growth of capital. The Fund        Portfolio--seeks capital
 invests principally in common stocks     appreciation. The Portfolio
 of domestic and foreign companies that   invests principally in common
 are believed likely to benefit from      stocks of domestic and foreign
 new or innovative products, services     companies that are believed
 or processes as well as those that       likely to benefit from new or
 have experienced above-average, long-    innovative products, services
 term growth in earnings and have         or processes, as well as those
 excellent prospects for future growth.   that have experienced above-
 The Fund may purchase call options for   average, long-term growth in
 hedging purposes and write covered       earnings and have excellent
 call options on no more than 20% of      prospects for future growth.
 the value of its assets. The manager     The Portfolio may buy
 of the Portfolio also manages the        ``growth'' or ``value''
 Replacement Fund.                        stocks. The Portfolio may
                                          invest in small, relative new
                                          or unseasoned companies. The
                                          Portfolio may purchase call
                                          options for hedging purposes
                                          and write covered call options
                                          or no more than 20% of the
                                          value of its assets.
AIM V.I. Core Equity Fund--seeks growth  Capital Guardian U.S. Equity
 of capital. The Fund invests at least    Portfolio--seeks long-term
 80% of its assets in equity securities   growth of capital. The
 including convertible securities of      Portfolio invests at least 80%
 established companies believed to have   of its assets in equity
 long-term above-average growth in        securities of companies with
 earnings and growth companies believed   market capitalizations greater
 to have the potential for above-         than $1 billion at the time of
 average growth in earnings. The Fund     investment. The Portfolio may
 may invest in instruments that have      also invest in fixed income
 economic characteristics similar to      securities convertible into
 the Fund's direct investments such as    equity securities. The
 warrants, futures, options, exchange-    Portfolio may invest up to 15%
 traded funds and American Depositary     of its assets in foreign
 Receipts. The Fund may invest up to      securities, including
 25% of its assets in foreign             securities of issuers in
 securities.                              emerging markets. The
                                          Portfolio's adviser seeks
                                          companies with asset values
                                          believed to be understated,
                                          strong balance sheets and
                                          stock prices not considered
                                          excessive relative to book
                                          value.
MFS Investors Trust Series--seeks
 mainly to provide long-term growth of
 capital and secondarily reasonable
 current income. The Series invests at
 least 65% of its assets in common
 stocks and related securities, such as
 preferred stocks, convertible
 securities and depositary receipts.
 While the Series may invest in
 companies of any size, it generally
 focuses on companies with large market
 capitalization believed to have
 sustainable growth prospects and
 attractive valuations based on annual
 and expected earnings and cash flow.
 The Series may invest in foreign
 equity securities.

[[Page 18297]]


PIMCO Real Return Portfolio--seeks       PIMCO Inflation Protected Bond
 maximum real return consistent with      Portfolio--seeks maximum real
 preservation of real capital and         return, consistent with
 prudent investment management. The       presentation of capital and
 Portfolio invests at least 80% of its    prudent investment management.
 assets in inflation-indexed bonds of     The Portfolio seeks to achieve
 varying maturities issued by U.S. and    its investment objective by
 non-U.S. governments, their agencies     investing under normal
 or government-sponsored enterprises      circumstances at least 80% of
 and corporations. The average            its net assets in inflation-
 portfolio duration normally varies       indexed bonds of varying
 within three years (plus or minus) of    maturities issued by the U.S.
 the duration of the Lehman Brothers      and non-U.S. governments,
 U.S. TIPS Index. The Portfolio may       their agencies or
 invest up to 10% of its assets in junk   instrumentalities, and
 bonds rated B or higher. The Portfolio   corporations (either through
 may invest up to 30% of its total        cash market purchases, forward
 assets in securities denominated in      commitments or derivative
 foreign currencies and may invest        instruments). The average
 without limit in U.S. dollar             portfolio duration of the
 denominated securities of foreign        Portfolio normally will vary
 issuers. The Portfolio will normally     within (plus or minus) three
 hedge at least 75% of its exposure to    years of the duration of the
 foreign currency to reduce risk. The     Lehman Global Real: U.S. TIPS
 Portfolio is non-diversified. The        Index. Principal investments
 Portfolio may invest all of its assets   may include inflation-indexed
 in derivative instruments such as        bonds and other fixed income
 options, futures contracts or swap       securities issued by the U.S.
 agreements, or in mortgage-or-asset-     government or its
 backed securities. The manager of the    subdivisions, agencies or
 Portfolio also manages the Replacement   government-sponsored
 Fund.                                    enterprises, non-U.S.
                                          governments or their
                                          subdivisions, agencies or
                                          government-sponsored
                                          enterprises, and U.S. and
                                          foreign companies including
                                          mortgage-related securities;
                                          money market instruments;
                                          structured notes such as
                                          hybrid or ``indexed''
                                          securities, event-linked
                                          bonds, and loan
                                          participations; delayed
                                          funding loans; revolving
                                          credit facilities; debt
                                          securities issued by states or
                                          local governments and their
                                          agencies, authorities and
                                          other government-sponsored
                                          enterprises; and obligations
                                          of international agencies or
                                          supranational entities. The
                                          Portfolio also may invest up
                                          to 30% of its assets in
                                          securities denominated in
                                          foreign currencies, and may
                                          invest up to 30% of its assets
                                          in securities denominated in
                                          foreign currencies, and may
                                          invest beyond this limit in
                                          U.S. dollar denominated
                                          securities of foreign issuers.
                                          The Portfolio will normally
                                          hedge at least 75% of its
                                          exposure to foreign currency
                                          to reduce the risk of loss due
                                          to fluctuations in currency
                                          exchange rates. The Portfolio
                                          is non-diversified. The
                                          Portfolio may invest all of
                                          its assets in derivative
                                          instruments, such as options,
                                          futures contracts or swap
                                          agreements, or in mortgage-or
                                          asset-backed securities.
Delaware VIP REIT Series--seeks maximum  Neuberger Berman Real Estate
 long-term total return, and a            Portfolio--seeks total return
 secondary objective of capital           through investment in real
 appreciation. The Series is non-         estate securities, emphasizing
 diversified. Under normal                both capital appreciation and
 circumstances the Series will invest     current income. The Portfolio
 at least 80% of its net assets in        is non-diversified. The
 securities of real estate investment     Portfolio invests, normally,
 trusts. The Series may also invest in    at least 80% of its assets in
 the equity securities of real estate     equity securities of real
 industry operating companies. The        estate investment trusts and
 Series may invest up to 10% of its net   other securities issued by
 assets in foreign securities, not        real estate companies. The
 including American Depositary            Portfolio may invest up to 20%
 Receipts. The Series may also invest     of its assets in investment
 in convertible securities, debt and      grade or non-investment grade
 non-traditional equity securities,       (minimum rating of B) debt
 options and futures; repurchase          securities.
 agreements; restricted securities;
 illiquid securities; and when issued
 or delayed delivery securities.
DWS RREEF Real Estate Securities VIP--
 seeks long-term capital appreciation
 and current income. Under normal
 circumstances, the portfolio invests
 at least 80% of its assets in equity
 securities (including preferred stocks
 and convertible securities) of real
 estate investment trusts (``REITs'')
 and real estate companies with the
 potential for price appreciation and a
 record of paying dividends. The
 Portfolio is non-diversified. When
 deemed prudent, the Portfolio may
 invest a portion of its assets in
 short-term securities, bonds, notes,
 equity securities of non-real estate
 companies and non-leveraged stock
 index contracts. Derivatives may only
 be used for hedging purposes.
Janus Growth and Income Portfolio--      T. Rowe Price Large Cap Growth
 seeks long-term capital growth and       Portfolio--seeks long-term
 current income. The Portfolio normally   growth of capital and,
 invests in common stocks. It will        secondarily, dividend income.
 normally invest up to 75% of its         Normally, the Portfolio
 assets in equity securities selected     invests at least 80% of its
 for their growth potential and at        assets in the common stocks
 least 25% of its assets in securities    and other securities of large
 the portfolio manager believes have      capitalization companies
 income potential. The Portfolio may      (i.e., those within the market
 invest significantly in foreign          capitalization range of the
 securities. The Portfolio will limit     Russell 1000 Index). As of
 its investments in high-yield/high-      January 31, 2007, the market
 risk bonds to less than 35% of its net   capitalization range of the
 assets. The Portfolio may also invest    Index was $1.19 billion to
 in the following securities: Indexed/    $448.33 billion. The
 structured securities; options;          investment adviser seeks
 futures; swap agreements;                companies that have the
 participatory notes and other types of   ability to pay increasing
 derivatives; short sales ``against the   dividends through strong cash
 box''; and securities purchased on a     flow. The Portfolio may also
 when-issued, delayed delivery or         purchase other securities,
 forward commitment basis.                including foreign stocks,
                                          hybrid securities and futures
                                          and options, in keeping with
                                          the Portfolio's investment
                                          objective. Historically, the
                                          Portfolio has not invested in
                                          derivatives. The Portfolio may
                                          invest up to 30% of its assets
                                          in foreign securities,
                                          excluding American Depositary
                                          Receipts.

[[Page 18298]]


DWS Janus Growth & Income VIP--seeks
 long term capital growth and current
 income. The Portfolio normally
 emphasizes investments in equity
 securities. It may invest up to 75% of
 its total assets in equity securities
 selected primarily for their growth
 potential and at least 25% of its
 total assets in securities the
 portfolio manager believes have income
 potential. The Portfolio may invest
 substantially all of its assets in
 equity securities if the portfolio
 manager believes that equity
 securities have the potential to
 appreciate in value. The Portfolio may
 invest without limit in foreign
 securities. The Portfolio is
 permitted, but not required, to use
 various types of derivatives in
 circumstances where the managers
 believe they offer an economical means
 of gaining exposure to a particular
 asset class or to keep cash on hand to
 meet shareholder redemptions or other
 needs while maintaining exposure to
 the market.
Janus Balanced Portfolio--seeks long-    MFS Total Return Portfolio--
 term capital growth, consistent with     seeks a favorable total return
 preservation of capital and balanced     through an investment in a
 by current income. The Portfolio         diversified portfolio. The
 normally invests 50-60% of its assets    Portfolio normally invests at
 in equity securities of any market       least 40%, but not more than
 capitalization companies selected        75% of its net assets in
 primarily for their growth potential,    common stocks and related
 these include common stocks, preferred   securities such as preferred
 stocks, convertible securities, or       stocks, and bonds, warrants or
 other securities selected for their      rights convertible into stock.
 growth potential. The Portfolio also     The Portfolio may also invest
 invests 40-50% of its assets in          in depositary receipts for
 securities selected primarily for        such equity securities. At
 their income potential, which            least 25% of the Portfolio's
 primarily will include fixed-income      net assets are normally
 securities. The Portfolio normally       invested in non-convertible
 invests at least 25% of its assets in    fixed-income securities and up
 fixed-income senior securities. The      to 20% of its net assets may
 Portfolio will limit its investments     be in non-investment grade
 in high-yield/high-risk bonds to less    debt securities. However,
 than 35% of its net assets. There are    historically, the Portfolio
 no limits on the countries in which      does not invest a significant
 the Portfolio may invest and the         portion of its assets in non-
 Portfolio may at times have              investment grade debt
 significant foreign exposure. Other      securities. The Portfolio may
 types of investments that the            invest up to 20% of its net
 Portfolio may invest its assets in       assets in foreign securities
 include: indexed/structured              and may have exposure to
 securities; options; futures;            foreign currencies through its
 forwards; swap agreements;               investments in these
 participatory notes; short sales         securities. The Portfolio
 ``against the box;'' and when issued,    focuses on undervalued equity
 delayed delivery or forward commitment   securities issued by companies
 securities.                              with large market
                                          capitalizations ($5 billion or
                                          more).
DWS Small Cap Index VIP--seeks to        Russell 2000 Index Portfolio--
 replicate, as closely as possible,       seeks to equal the return of
 before deduction of expenses, the        the Russell 2000 Index. The
 performance of the Russell 2000 Index.   Portfolio invests its assets
 The Portfolio invests for capital        in a statistically selected
 appreciation, net income; any dividend   sample of the 2000 stocks
 and interest income is incidental to     included in the Index. In
 the pursuit of its objective. The        addition to the securities of
 Portfolio invests primarily in the       the type contained in the
 securities included in the Russell       Index, the Portfolio also
 2000 Index and derivative instruments    expects to invest in exchange
 relating to the Index. The portfolio     traded funds and futures
 manager uses quantitative analysis       contracts based on the Russell
 techniques to structure the Portfolio    2000 Index and/or related
 to obtain a high correlation to the      options to simulate full
 Russell 2000 Index. The Portfolio        investment in the Index while
 invests in a statistically selected      retaining liquidity, or to
 sample of the securities found in the    facilitate trading, reduce
 Index. The Portfolio seeks a             transaction costs or to seek
 correlation between the performance of   higher return when these
 the Portfolio, before expenses, and      derivatives are more
 the Russell 2000 Index of 98% or         attractively priced than the
 better.                                  underlying security. The
                                          investment adviser attempts to
                                          maintain a target correlation
                                          coefficient of at least 95%
                                          for the Portfolio.
DWS Bond VIP--seeks to maximize total    BlackRock Bond Income
 return consistent with preservation of   Portfolio--seeks a competitive
 capital and prudent investment           total return primarily from
 management by investing for both         investing in fixed income
 current income and capital               securities. The Portfolio
 appreciation. The Portfolio primarily    invests, under normal
 invests in U.S. dollar-denominated       circumstances, at least 80% of
 investment grade fixed income            its assets in fixed-income
 securities, including corporate bonds,   securities including
 U.S. government and agency bonds and     investment grade fixed-income
 mortgage- and asset-backed securities.   securities, U.S. government
 A significant portion of the             securities, mortgage-backed
 Portfolio's assets may also be           and asset-backed securities,
 allocated among foreign investment       corporate debt securities of
 grade fixed income securities, high      U.S. and foreign issuers, and
 yield bonds of U.S. and foreign          cash equivalents. The
 issuers (including high yield bonds of   Portfolio may also invest in
 issuers in countries with new or         securities through Rule 144A
 emerging securities markets), or, to     and other private placement
 maintain liquidity, in cash or money     transactions. The Portfolio
 market instruments. The Portfolio        may invest up to 20% of its
 normally invests at least 65% of total   assets in high yield
 assets in high grade U.S. bonds (those   securities and up to 20% of
 considered to be in the top three        its assets in foreign
 grades of credit quality). The           securities (including up to
 Portfolio may invest up to 25% of its    10% in emerging markets). No
 total assets in foreign investment       more than 30% of the
 grade bonds (those considered to be in   Portfolio's assets may be
 the top four grades of credit            invested in a combination of
 quality). In addition, the Portfolio     high yield and foreign
 may also invest up to 20% of total       securities. In addition to
 assets in securities of U.S. and         bonds, the Portfolio's high
 foreign issuers that are below           yield securities may include
 investment grade (rated as low as the    convertible bonds, convertible
 sixth credit grade, i.e., grade B,       preferred tocks, warrants or
 including investments in U.S. dollar     other securities attached to
 or foreign currency denominated bonds    bonds or other fixed-income
 of issuers located in countries with     securities. The Portfolio may
 new or emerging securities markets. In   also use derivatives to
 addition, the Portfolio is permitted,    attempt to reduce interest
 but not required, to use other various   rate or occurring risks or to
 types of derivatives. Derivatives may    adjust the Portfolio's
 be used for hedging and for risk         duration.
 management or for non-hedging purposes
 to seek to enhance potential gains.

[[Page 18299]]


DWS Core Fixed Income VIP--seeks high
 current income. The Portfolio invests
 for current income, not capital
 appreciation. Under normal
 circumstances, the Portfolio invests
 at least 80% of its assets, determined
 at the time of purchase, in fixed
 income securities. Fixed income
 securities include those of the U.S.
 Treasury, as well as U.S. government
 agencies and instrumentalities,
 corporate, mortgage-backed and asset-
 backed securities, taxable municipal
 and tax-exempt municipal bonds and
 liquid Rule 144A securities. The
 Portfolio invests primarily in
 investment-grade fixed income
 securities rated within the top three
 credit rating categories. The
 Portfolio may invest up to 20% of its
 total assets in investment-grade fixed
 income securities rated within the
 fourth highest credit rating category.
 The Portfolio may invest up to 25% of
 its total assets in U.S. dollar-
 denominated securities of foreign
 issuers. Although not one of its
 principal investment strategies, the
 Portfolio may invest in certain types
 of derivatives.
DWS Mid Cap Growth VIP--seeks long-term  T. Rowe Price Mid-Cap Growth
 capital growth. Under normal             Portfolio--seeks long-term
 circumstances, the portfolio invests     growth of capital. Under
 at least 80% of its net assets,          normal circumstances, at least
 determined at the time of purchase, in   80% of the Portfolio's assets
 companies with market caps within the    are invested in a diversified
 market capitalization range of the       portfolio of common stocks of
 Russell Midcap Growth Index or           mid cap companies whose
 securities with equity characteristics   earnings are expected to grow
 that provide exposure to those           at a faster rate than the
 companies. It may also invest in         average company. Mid-cap
 convertible securities when it is more   companies are those whose
 advantageous than investing in a         market capitalization falls
 company's common stock. The Portfolio    within the range of either the
 may invest up to 20% of its assets in    S&P MidCap 400 Index or the
 stocks and securities of companies       Russell Midcap Growth Index.
 based outside the U.S. The Portfolio     While most of the Portfolio's
 may use derivatives in circumstances     assets will be invested in
 where the managers believe they offer    U.S. common stocks, the
 an economical means of gaining           Portfolio may also purchase
 exposure to a particular asset class     foreign stocks, options and
 or to help meet shareholder              futures. The Portfolio may
 redemptions or other needs while         also use derivatives as a non-
 maintaining exposure to the market.      principal investment strategy.
DWS Blue Chip VIP--seeks growth of       FI Value Leaders Portfolio--
 capital and income. Under normal         seeks long-term growth of
 circumstances, the Portfolio invests     capital. Normally, the
 at least 80% of net assets, in common    Portfolio invests in common
 stocks of large U.S. companies that      stocks of well known and
 are similar in size to the companies     established companies. The
 in the S&P 500 Index and that the        Portfolio may invest its
 portfolio managers consider to be        assets in foreign securities
 ``blue chip'' companies. Blue chip       and in futures contracts and
 companies are large, well-known          exchange traded funds to
 companies that typically have an         increase or decrease exposure
 established earnings and dividends       to changing security prices or
 history, easy access to credit, solid    other factors that affect
 positions in their industries and        security values. The Portfolio
 strong management. The Portfolio may     may invest in domestic and
 invest up to 20% of its assets and       foreign companies without
 foreign securities and is permitted,     limit. Under normal market
 but not required to use various types    conditions, as a non-
 of derivatives.                          fundamental policy, the
                                          Portfolio will not purchase
                                          futures contracts or write put
                                          options if the Portfolio's
                                          total obligations would exceed
                                          25% of its total assets, as a
                                          result of the settlement or
                                          exercise of these derivatives.
DWS High Income VIP--seeks to provide a  BlackRock High Yield Portfolio--
 high level of current income. Under      seeks to maximize total return
 normal circumstances, the Portfolio      consistent with income
 generally invests at least 65% of net    generation and prudent
 assets in junk bonds, which are those    investment management. The
 rated below the fourth highest credit    Portfolio normally invests at
 rating category (i.e., grade BB/Ba and   least 80% of its assets in
 below). The Portfolio may invest up to   high yield bonds, including
 50% of total assets in bonds             convertible and preferred
 denominated in U.S. dollars or foreign   securities. Portfolio may
 currencies from foreign issuers.         invest up to 10% of its assets
 Although not a principal investment      in non-dollar denominated
 strategy, the Portfolio is permitted,    bonds of issuers located
 but not required to use various types    outside of the U.S. including
 of derivatives. In particular, the       issuers located in emerging
 Portfolio may use futures, currency      markets.
 options and forward currency            Portfolio may invest in a wide
 transactions.                            range of securities including
                                          corporate bonds, mezzanine
                                          investments, collateralized
                                          bond obligations, bank loans
                                          and mortgage-backed and asset-
                                          backed securities. Portfolio
                                          may invest in securities of
                                          any rating and may invest up
                                          to 10% of its assets in
                                          distressed securities that are
                                          in default or the issuers of
                                          which are in bankruptcy.
                                          Portfolio may also invest in
                                          derivatives and may use
                                          derivatives for leverage.
DWS Money Market VIP--seeks to maintain  BlackRock Money Market
 stability capital and, consistent        Portfolio--seeks a high level
 therewith, to maintain the liquidity     of current income consistent
 of capital and to provide current        with preservation of capital.
 income. The Portfolio invests            The Portfolio invests in the
 exclusively in high quality U. S.        highest quality, short-term
 dollar denominated short-term            money market securities or in
 securities paying a fixed, variable or   U. S. Government securities.
 floating interest rate and repurchase    The Portfolio may invest in
 agreements. The Portfolio seeks to       commercial paper, asset-backed
 maintain a dollar-weighted average       securities and in U.S. dollar-
 maturity of 90 days or less. The         denominated securities issued
 Portfolio may purchase debt              by foreign companies or banks
 obligations issued by U.S. and foreign   or their U.S. affiliates.
 banks, financial institutions,
 corporations or other entities, U.S.
 government securities, repurchase
 agreements and asset-backed securities.

[[Page 18300]]


DWS Small Cap Growth VIP--seeks maximum  T. Rowe Price Small Cap Growth
 appreciation of investors' capital.      Portfolio--seeks long-term
 Under normal circumstances, the          capital growth. Under normal
 Portfolio invests at least 80% of net    market conditions, invests at
 assets in small capitalization stocks    least 80% of the Portfolio's
 similar in size to those comprising      net assets in a diversified
 the Russell 2000 Growth Index. The       group of small capitalization
 Portfolio intends to invest primarily    companies, within the range of
 in companies whose market                or smaller than the market
 capitalizations fall within the normal   capitalization of the smallest
 range of the Index. The investment       100 companies in the S&P 500
 adviser looks for companies believed     Index. The Portfolio will be
 to have the potential for sustainable    very broadly diversified and
 above-average growth and whose market    the top 25 holdings will not
 value appears reasonable in light of     constitute a large portion of
 their business prospects. While the      assets. This broad
 Portfolio invests mainly in U.S.         diversification should
 stocks, it could invest up to 25% of     minimize the effects of
 total assets in foreign securities.      individual security selection
 The Portfolio is permitted, but no       on Portfolio performance.
 required, to use various types of        While most assets will be
 derivatives. In particular, the          invested in U.S. common
 Portfolio may use futures and options,   stocks, other securities may
 including sales of covered put and       also be purchased for the
 call options.                            Portfolio, including foreign
                                          stocks, futures and options,
                                          in keeping with its objective.
                                          The Portfolio may use
                                          derivatives to ``hedge'' or
                                          protect its assets from an
                                          unfavorable shift in
                                          securities prices or interest
                                          rates, to maintain exposure to
                                          the broad equity markets or to
                                          enhance return. The Portfolio
                                          may also use derivatives to
                                          attempt to avoid the risk of
                                          an unfavorable shift in
                                          currency rates.
DWS Strategic Income VIP--seeks a high   Pioneer Strategic Income
 current return. The Portfolio invests    Portfolio--seeks a high level
 mainly in bonds issued by U.S. and       of current income. Under
 foreign corporations and governments.    normal market conditions,
 The credit quality of the Portfolio's    invests at least 80% of its
 investments may vary; the Portfolio      net assets in debt securities.
 may invest up to 100% of total assets    The Portfolio has the
 in either investment-grade bonds or in   flexibility to invest in a
 junk bonds, which are those below the    broad range of issuers and
 fourth highest credit rating category    segments of the debt
 (i.e., grade BB/Ba and below). The       securities market including
 Portfolio may invest up to 50% of        investment grade and below
 total assets in foreign bonds. The       investment grade securities of
 Portfolio may also invest in emerging    U.S. and non-U.S. issuers. Up
 markets securities and dividend-paying   to 70% of the Portfolio's
 common stocks. Part of the Portfolio's   total assets may be in junk
 current investment strategy involves     bonds. Up to 20% of the
 the use of various types of              Portfolio's total assets may
 derivatives. In particular, the          be invested in debt securities
 Portfolio may use futures, currency      rated below CCC by Standard &
 options and forward currency             Poor's Corp. Up to 85% of the
 transactions.                            Portfolio's total assets may
                                          be invested in emerging
                                          markets. The Portfolio may
                                          invest up to 20% of its assets
                                          in all types of equity
                                          securities. Although not a
                                          principal investment strategy,
                                          the Portfolio may invest in
                                          various types of derivatives.
DWS Dreman High Return Equity VIP--      BlackRock Large Cap Value
 seeks to achieve a high rate of total    Portfolio--seeks long-term
 return. Under normal circumstances,      growth of capital. Under
 the Portfolio invests at least 80% of    normal market conditions,
 net assets in common stocks and other    invests at least 80% of the
 equity securities. The Portfolio         Portfolio's net assets in a
 focuses on stocks of large U.S.          portfolio of large
 companies that are similar in size to    capitalization companies,
 the companies in the S&P 500 Index and   which may include common and
 that the Portfolio managers believe      preferred stocks. BlackRock
 are undervalued. The Portfolio intends   considers large capitalization
 to invest primarily in companies whose   companies to be those with
 market capitalizations fall within the   market capitalizations within
 normal range of the Index. Although      the capitalization range of
 the Portfolio can invest in stocks of    companies included in the
 any economic sector, at times it may     Russell 1000 Value Index,
 emphasize the financial services         which is composed of value
 sector or other sectors (in fact, it     stocks in the Russell 1000
 may invest more than 25% of total        Index. The Portfolio may
 assets in a single sector). The          invest up to 20% of its assets
 Portfolio may invest up to 20% of net    in smaller capitalization
 assets in U.S. dollar-denominated        stocks. The Portfolio may also
 American Depository Receipts and in      invest in foreign securities
 securities of foreign companies traded   without limit.
 principally in securities markets
 outside the U.S.
DWS Davis Venture Value VIP--The         Davis Venture Value Portfolio--
 Portfolio seeks growth of capital. The   The Portfolio seeks growth of
 Portfolio invests primarily in common    capital. The Portfolio
 stock of U.S. companies with market      invests, under normal
 capitalizations of at least $5           circumstances, the majority of
 billion. The Portfolio may also invest   the Portfolio's assets
 in foreign companies and U.S.            primarily in equity securities
 companies with smaller market            of companies with market
 capitalizations. The Portfolio is        capitalizations of at least
 permitted, but not required, to use      $10 billion. The Portfolio
 various types of derivatives. The        typically invests a
 Portfolio does not concentrate in any    significant portion of its
 industry but may have exposure to a      assets in the financial
 given industry or sector. The manager    services sector. The Portfolio
 of the Portfolio also manages the        may also invest a limited
 Replacement Fund.                        portion of its assets in
                                          foreign securities, including
                                          American Depositary Receipts,
                                          in companies of any size, and
                                          in companies whose shares may
                                          be subject to controversy.
DWS Turner Mid Cap Growth VIP--seeks     Turner Mid-Cap Growth
 capital appreciation. The Portfolio      Portfolio--seeks capital
 pursues its objective by investing in    appreciation. The Portfolio
 common stocks and other equity           invests at least 80% of its
 securities of U.S. companies with        net assets in common stocks
 medium market capitalizations that the   and other equity securities of
 portfolio managers believe have strong   U.S. companies with median
 earnings growth potential. Under         market capitalization that the
 normal circumstances, at least 80% of    Portfolio's adviser believes
 the Portfolio's net assets will be       have strong earnings growth
 invested in stocks of mid-cap            potential. Median market
 companies, which are defined for this    capitalization companies are
 purpose as companies with market         defined for this purpose as
 capitalizations at the time of           companies with market
 purchase in the range of market          capitalization at the time of
 capitalizations of those companies       purchase in the range of
 included in the Russell Midcap Growth    market capitalizations of
 Index. The Portfolio will invest in      companies included in the
 securities of companies that are         Russell Midcap Growth Index.
 diversified across economic sectors,     The Portfolio will invest in
 and will attempt to maintain sector      securities of companies that
 concentrations that approximate those    are diversified across
 of the Index. The manager of the         economic sectors, and will
 Portfolio also manages the Replacement   attempt to maintain sector
 Fund.                                    concentrations that
                                          approximate those of the
                                          Index.

[[Page 18301]]


DWS Large Cap Value VIP--seeks to        MFS Value Portfolio--seeks
 achieve a high rate of total return.     capital appreciation and
 Under normal circumstances, the          reasonable income. The
 Portfolio invests at least 80% of net    Portfolio normally invests at
 assets in common stocks and other        least 65% of its net assets in
 equity securities, of large U.S.         equity securities of companies
 companies that are similar in size to    that the adviser believes are
 the companies in the Russell 1000        undervalued in the market
 Value Index and that the portfolio       relative to their long term
 managers believe are undervalued. The    potential. While the Portfolio
 Portfolio intends to invest primarily    may invest in companies of any
 in companies whose market                size, the Portfolio generally
 capitalizations fall within the normal   focuses on undervalued
 range of the Index. Although the         companies with large market
 Portfolio can invest in stocks of any    capitalizations. The Portfolio
 economic sector (which is comprised of   may invest up to 35% of its
 two or more industries), at times it     assets in foreign securities.
 may emphasize the financial services
 sector or other sectors. In fact, it
 may invest more than 25% of total
 assets in a single sector. The
 Portfolio may invest up to 20% of its
 assets in foreign securities and is
 permitted, but not required to use
 various types of derivatives.
------------------------------------------------------------------------

    12. The management fees, 12b-1 fees (if applicable), other expenses 
and total operating expenses for each Existing and Replacement Fund are 
as follows:

----------------------------------------------------------------------------------------------------------------
                                                                                   Total                  Net
                                         Management   Distribution     Other      annual     Expense     annual
                                            fees      (12b-1) fees    expenses   expenses    waivers    expenses
                                          (percent)     (percent)    (percent)   (percent)  (percent)  (percent)
----------------------------------------------------------------------------------------------------------------
Replacement Fund:
     MetLife Stock Index              0.25              N/A       0.05       0.30        0.01       0.29
     Portfolio, Class A................
     MetLife Stock Index              0.25     0.25 (0.50)*       0.05       0.55      (0.01)       0.54
     Portfolio, Class B................
Existing Funds:
     Dreyfus Stock Index Fund,        0.245             N/A       0.02       0.265        N/A      0.265
     Initial Class.....................
     DWS Equity 500 Index VIP,        0.19             0.25       0.23       0.67      (0.04)       0.63
     Class B2..........................
Replacement Fund:
     BlackRock Diversified            0.44              N/A       0.07       0.51         N/A       0.51
     Portfolio, Class A................
     BlackRock Diversified            0.44     0.25 (0.50)*       0.07       0.76         N/A       0.76
     Portfolio, Class B................
Existing Funds:
     VIP Asset Manager                0.52              N/A       0.13       0.65         N/A       0.65
     Portfolio, Initial Class..........
     DWS Balanced VIP, Class B.       0.46             0.25       0.22       0.93      (0.04)       0.89
Replacement Fund:
     Lord Abbett Mid-Cap Value        0.68     0.25 (0.50)*       0.07       1.00         N/A       1.00
     Portfolio, Class B................
Existing Funds:
     Lord Abbett Series Fund          0.74              N/A       0.38       1.12         N/A       1.12
     Mid-Cap Value Portfolio, Class VC.
Replacement Fund:
     Lord Abbett Growth and           0.50     0.25 (0.50)*       0.03       0.78         N/A       0.78
     Income Portfolio, Class B.........
Existing Funds:
     Lord Abbett Series Fund          0.48              N/A       0.39       0.87         N/A       0.87
     Growth and Income Portfolio, Class
     VC................................
     DWS Growth & Income              0.48             0.25       0.17       0.90      (0.03)       0.87
     Portfolio, Class B................
Replacement Fund:
     Oppenheimer Global Equity        0.53              N/A       0.09       0.62         N/A       0.62
     Portfolio, Class A................
Existing Fund:
     Global Value Equity              0.67              N/A       0.38       1.05         N/A       1.05
     Portfolio, Class I................
Replacement Fund:
     Neuberger Berman Mid Cap         0.65              N/A       0.06       0.71         N/A       0.71
     Value Portfolio, Class A..........
Existing Fund:
     U.S. Mid-Cap Value               0.72              N/A       0.29       1.01         N/A       1.01
     Portfolio, Class I................
Replacement Fund:
     Third Avenue Small Cap           0.74     0.25 (0.50)*       0.04       1.03         N/A       1.03
     Value Portfolio, Class B..........
Existing Funds:
     Putnam VT Small Cap Value        0.76             0.25       0.09       1.10         N/A       1.10
     Fund, Class 1B....................
     Lazard Retirement Small          0.75             0.25       0.18       1.18         N/A       1.18
     Cap Portfolio, Class B............
Replacement Fund:
     Loomis Sayles Global             0.70              N/A       0.12       0.82         N/A       0.82
     Markets Portfolio, Class A........
     Loomis Sayles Global             0.70     0.25 (0.50)*       0.15       1.10         N/A       1.10
     Markets Portfolio, Class B........
Existing Fund:
     Templeton Global Asset           0.63              N/A       0.23       0.86        0.01       0.85
     Allocation Fund, Class 1..........
     Templeton Global Asset           0.63             0.25       0.23       1.11        0.01       1.10
     Allocation Fund, Class 2..........
Replacement Fund:
     MFS Research International       0.72     0.25 (0.50)*       0.14       1.11         N/A       1.11
     Portfolio, Class B................
Existing Funds:
     Putnam VT International          0.74             0.25       0.19       1.18         N/A       1.18
     Equity Fund, Class IB.............
     DWS International VIP,           0.84             0.25       0.27       1.36      (0.02)       1.34
     Class B...........................
     DWS International Select         0.75             0.25       0.26       1.26         N/A       1.26
     Equity VIP, Class B...............
Replacement Fund:
     MFS Emerging Markets             1.04              N/A       0.29       1.33        0.03       1.30
     Equity Portfolio, Class A.........
Existing Funds:

[[Page 18302]]


     Credit Suisse Emerging           1.24              N/A       0.35       1.59        0.23       1.36
     Markets Portfolio.................
     Emerging Markets Equity          1.23              N/A       0.40       1.63        0.01       1.62
     Portfolio, Class 1................
Replacement Fund:
     Met/AIM Capital                  0.77              N/A       0.09       0.86        0.02       0.84
     Appreciation Portfolio, Class A...
     Met/AIM Capital                  0.77     0.15 (0.25)*       0.09       1.01        0.02       0.99
     Appreciation Portfolio, Class E...
Existing Fund:
     AIM V.I. Capital                 0.61              N/A       0.30       0.91         N/A       0.91
     Appreciation Fund, Series I.......
     AIM V.I. Capital                 0.61             0.25       0.30       1.16         N/A       1.16
     Appreciation Fund, Series II......
Replacement Fund:
     Capital Guardian U.S.            0.66              N/A       0.06       0.72         N/A       0.72
     Equity Portfolio, Class A.........
Existing Fund:
     AIM V.I. Core Equity Fund,       0.61              N/A       0.30       0.91         N/A       0.91
     Series 1..........................
     AIM V.I. Core Equity Fund,       0.61             0.25       0.30       1.16         N/A       1.16
     Series II.........................
Replacement Fund:
     PIMCO Inflation Protected        0.50              N/A       0.05       0.55         N/A       0.55
     Bond Portfolio, Class A...........
Existing Fund:
     PIMCO Real Return                0.25             0.15       0.25       0.65         N/A       0.65
     Portfolio, Administrative Class...
Replacement Fund:
     Neuberger Berman Real            0.64              N/A       0.04       0.68         N/A       0.68
     Estate Portfolio, Class A.........
     Neuberger Berman Real            0.64     0.25 (0.50)*       0.04       0.93         N/A       0.93
     Estate Portfolio, Class B.........
Existing Funds:
     Delaware VIP REIT Series,        0.73              N/A       0.10       0.83         N/A       0.83
     Standard..........................
     DWS RREEF Real Estate            1.00             0.25       0.43       1.68      (0.26)       1.42
     Securities VIP, Class B...........
Replacement Fund:
     Capital Guardian U.S.            0.66     0.25 (0.50)*       0.06       0.97         N/A       0.97
     Equity, Class B...................
Existing Funds:
     MFS Investors Trust              0.75             0.25       0.11       1.11         N/A       1.11
     Series, Service Class.............
     AIM V.I. Core Equity Fund,       0.61              N/A       0.30       0.91         N/A       0.91
     Series 1..........................
     AIM V.I. Core Equity Fund,       0.61             0.25       0.30       1.16         N/A       1.16
     Series II.........................
Replacement Fund:
     T. Rowe Price Large Cap          0.60              N/A       0.08       0.68      (0.02)       0.66
     Growth Portfolio, Class A.........
     T. Rowe Price Large Cap          0.60     0.25 (0.50)*       0.08       0.93      (0.02)       0.91
     Growth Portfolio, Class B.........
Existing Funds:
     Janus Growth and Income          0.62              N/A       0.25       0.87         N/A       0.87
     Portfolio, Institutional..........
     DWS Janus Growth & Income        0.75             0.25       0.24       1.24         N/A       1.24
     VIP, Class B......................
Replacement Fund:
     MFS Total Return                 0.53              N/A       0.05       0.58         N/A       0.58
     Portfolio, Class A................
Existing Fund:
     Janus Balanced Portfolio,        0.55              N/A       0.03       0.58         N/A       0.58
     Institutional.....................
Replacement Fund:
     Russell 2000 Index               0.25              N/A       0.11       0.36      (0.01)       0.35
     Portfolio, Class A................
Existing Fund:
     DWS Small Cap Index VIP,         0.45              N/A       0.05       0.50      (0.02)       0.48
     Class A...........................
Replacement Fund:
     BlackRock Bond Income            0.39     0.25 (0.50)*       0.07       0.71      (0.01)       0.70
     Portfolio, Class B................
Existing Funds:
     DWS Bond VIP, Class B.....       0.49             0.25       0.30       1.04      (0.01)       1.03
     DWS Core Fixed Income VIP,       0.59             0.25       0.22       1.06         N/A       1.06
     Class B...........................
Replacement Fund:
     T. Rowe Price Mid-Cap            0.75     0.25 (0.50)*       0.03       1.03      (0.01)       1.02
     Growth Portfolio, Class B.........
Existing Fund:
     DWS Mid Cap Growth VIP,          0.75             0.25       0.42       1.42      (0.08)       1.34
     Class B...........................
Replacement Fund:
     FI Value Leaders                 0.64     0.25 (0.50)*       0.07       0.96         N/A       0.96
     Portfolio, Class B................
Existing Fund:
     DWS Blue Chip VIP, Class B       0.64             0.25       0.19       1.08         N/A       1.08
Replacement Fund:
     BlackRock High Yield             0.60     0.25 (0.50)*       0.32       1.17         N/A       1.17
     Portfolio, Class B................
Existing Fund:
     DWS High Income VIP, Class       0.59             0.25       0.26       1.10         N/A       1.10
     B.................................
Replacement Fund:
     BlackRock Money Market           0.34     0.25 (0.50)*       0.04       0.63      (0.01)       0.62
     Portfolio, Class B................
Existing Fund:
     DWS Money Market VIP,            0.39             0.25       0.17       0.81         N/A       0.81
     Class B...........................
Replacement Fund:
     T. Rowe Price Small Cap          0.51              N/A       0.07       0.58      (0.01)       0.57
     Growth Portfolio, Class A.........
     T. Rowe Price Small Cap          0.51     0.25 (0.50)*       0.07       0.83      (0.01)       0.82
     Growth Portfolio, Class B.........
Existing Fund:
     DWS Small Cap Growth VIP,        0.65              N/A       0.08       0.73      (0.01)       0.72
     Class A...........................
     DWS Small Cap Growth VIP,        0.65             0.25       0.22       1.12      (0.03)       1.09
     Class B...........................
Replacement Fund:

[[Page 18303]]


     Pioneer Strategic Income         0.70     0.15 (0.25)*       0.12       0.97         N/A       0.97
     Portfolio, Class E................
Existing Fund:
     DWS Strategic Income VIP,        0.65             0.25       0.34       1.24         N/A       1.24
     Class B...........................
Replacement Fund:
     BlackRock Large Cap Value        0.70     0.25 (0.50)*       0.11       1.06         N/A       1.06
     Portfolio, Class B................
Existing Fund:
     DWS Dreman High Return           0.73             0.25       0.13       1.11         N/A       1.11
     Equity VIP, Class B...............
Replacement Fund:
     Davis Venture Value              0.71     0.25 (0.50)*       0.04       1.00         N/A       1.00
     Portfolio, Class B................
Existing Fund:
     DWS Davis Venture Value          0.94             0.25       0.21       1.40      (0.14)       1.26
     VIP, Class B......................
Replacement Fund:
     Turner Mid-Cap Growth            0.80     0.25 (0.50)*       0.08       1.13         N/A       1.13
     Portfolio, Class B................
Existing Fund:
     DWS Turner Mid Cap Growth        0.80             0.25       0.32       1.37         N/A       1.37
     VIP, Class B......................
Replacement Fund:
     MFS Value Portfolio, Class       0.73     0.15 (0.25)*       0.23       1.11         N/A       1.11
     E.................................
Existing Fund:
     DWS Large Cap Value VIP,         0.74             0.25       0.21       1.20         N/A      1.20
     Class B...........................
----------------------------------------------------------------------------------------------------------------
* Trustees can increase 12b-1 fee to this amount without stockholder approval.

    13. MetLife Advisers, LLC or Met Investors Advisory, LLC is the 
adviser of each of the Replacement Funds. Each Replacement Fund 
currently offers up to five classes of shares, three of which, Class A, 
Class B and Class E are involved in the substitutions. No Rule 12b-1 
Plan has been adopted for any Replacement Fund's Class A shares. Each 
Replacement Fund's Class B shares and Class E shares have adopted a 
Rule 12b-1 distribution plan whereby up to 0.50% and 0.25% of a Fund's 
assets attributable to its Class B shares and Class E shares, 
respectively, may be used to finance the distribution of the Fund's 
shares. Currently, payments under the plan are limited to 0.25% for 
Class B shares and 0.15% for Class E shares. The Boards of Trustees/
Directors of each of MIST and Met Series Fund may increase payments 
under its plans to the full amount without shareholder approval.
    14. Met Investors Advisory, LLC has entered into an agreement with 
MIST whereby, for the period ended April 30, 2008, and any subsequent 
year in which the agreement is in effect, the total annual operating 
expenses of the following Replacement Funds (excluding interest, taxes, 
brokerage commissions and Rule 12b-1 fees) will not exceed the amounts 
stated. These expense caps may be extended by the investment adviser 
from year to year:

Third Avenue Small Cap Value Portfolio: 0.95%
Neuberger Berman Real Estate Portfolio: 0.90%
MFS Research International Portfolio: 1.00%
T. Rowe Price Mid-Cap Growth Portfolio: 0.90%
BlackRock High Yield Portfolio: 0.95%
Pioneer Strategic Income Portfolio: 1.25%
Turner Mid Cap Growth Portfolio: 0.95%
Loomis Sayles Global Markets Portfolio: 0.90%
MFS Emerging Markets Equity Portfolio: 1.30%
PIMCO Inflation Protected Bond Portfolio: 0.65%
MFS Value Portfolio: 1.00%
Met/Aim Capital Appreciation Portfolio: 1.25%

    15. There is no expense limitation agreement or contractual waiver 
agreement with respect to Lord Abbett Growth and Income Portfolio, Lord 
Abbett Mid-Cap Value Portfolio, MFS Total Return Portfolio, Oppenheimer 
Global Equity Portfolio, BlackRock Bond Income Portfolio, FI Value 
Leaders Portfolio, T. Rowe Price Small Cap Growth Portfolio, BlackRock 
Diversified Portfolio, BlackRock Large Cap Value Portfolio, Davis 
Venture Value Portfolio, Neuberger Berman Mid Cap Portfolio, or Capital 
Guardian U.S. Equity Portfolio.
    16. The Applicants believe the substitutions will provide 
significant benefits to Contract owners, including improved selection 
of portfolio managers and simplification of fund offerings through the 
elimination of overlapping offerings. Based on generally better 
performance records and generally lower total expenses of the 
Replacement Funds, the Substitution Applicants believe that the sub-
advisers to the Replacement Funds overall are better positioned to 
provide consistent above-average performance for their Funds than are 
the advisers or sub-advisers of the Existing Funds. At the same time, 
Contract owners will continue to be able to select among a large number 
of funds, with a full range of investment objectives, investment 
strategies, and managers. As a result of the substitutions, the number 
of investment options under each Contract will not materially decrease. 
With respect to Contracts with thirty-one or less current investment 
options, such number of investment options will not change as a result 
of the substitutions.
    17. Applicants argue that many of the Existing Funds are smaller 
than their respective Replacement Funds. As a result, various costs 
such as legal, accounting, printing and trustee fees are spread over a 
larger base with each Contract owner bearing a smaller portion of the 
cost than would be the case if the Replacement Fund were smaller in 
size.
    18. Those substitutions which replace outside funds with funds for 
which either Met Investors Advisory, LLC or MetLife Advisers, LLC acts 
as investment adviser will permit each adviser, under the Multi-Manager 
Order [IC-22824 (1997) and IC-23859 (1999)], to hire, monitor and 
replace sub-advisers as necessary to seek optimal performance.
    19. Contract owners with sub-account balances invested in shares of 
the Replacement Funds will, except as follows, have the same or lower 
total expense ratios taking into account fund expenses (including Rule 
12b-1 fees, if any) and current fee waivers. In the following 
substitutions, the total operating expense ratios of the Replacement 
Funds are higher: Dreyfus Stock Index Fund/MetLife Stock Index 
Portfolio--total expenses of Class A

[[Page 18304]]

shares are 0.02% higher than those of Dreyfus Stock Index Fund; and DWS 
High Income VIP/BlackRock High Yield Portfolio--total expenses of Class 
B shares are 0.07% higher than those of DWS High Income VIP Equity 
Fund.
    20. In the following substitutions, the management fee and 
applicable Rule 12b-1 fee, if any, of the Replacement Fund are higher 
than those of the respective Existing Fund: Dreyfus Stock Index Fund/
MetLife Stock Index Portfolio--management fee is .005% higher; Lord 
Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value 
Portfolio--management fee and 12b-1 fee are 0.19% higher; Lord Abbett 
Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income 
Portfolio--management fee and 12b-1 fee are 0.27% higher; Templeton 
Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio--
management fee is 0.07% higher; AIM V.I. Capital Appreciation Fund/Met/
AIM Capital Appreciation Portfolio--management fee and 12b-1 fee for 
Class A and Class E shares of Met/AIM Capital Appreciation Portfolio 
are 0.16% and 0.06% higher, respectively, than those of Series I and II 
shares of AIM V.I. Capital Appreciation Fund; AIM V.I. Core Equity 
Fund/Capital Guardian U.S. Equity Portfolio--management fee for Class A 
and Class B shares is 0.05% higher than those of Series I and Series II 
shares of AIM V.I. Core Equity Fund; PIMCO Real Return Portfolio/PIMCO 
Inflation Protected Bond Portfolio--management fee and 12b-1 fee are 
0.10% higher; DWS Equity 500 Index VIP/MetLife Stock Index Portfolio--
management fee is 0.06% higher; DWS Growth & Income VIP/Lord Abbett 
Growth and Income Portfolio--management fee is 0.02% higher; and DWS 
High Income VIP/BlackRock High Yield Portfolio--management fee is 0.01% 
higher.
    21. In the following substitutions, at certain management fee 
breakpoints, the management fee of the Replacement Fund may be higher 
than the management fee of the Existing Fund: Putnam VT Small Cap Value 
Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International 
Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth 
VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value 
Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic 
Income Portfolio. A description of the comparative management fees of 
the Replacement and Existing Funds, at all breakpoints, is set forth in 
the application.
    22. The Substitution Applicants propose to limit Contract charges 
attributable to Contract value invested in the Replacement Funds 
following the proposed substitutions to a rate that would offset the 
difference in the expense ratio between each Existing Fund's net 
expense ratio and the net expense ratio for the respective Replacement 
Fund.
    23. Except for 2 of the 39 funds involved in the substitutions, the 
substitutions will result in the same or decreased net expense ratios 
(ranging from 3 basis points to 46 basis points). Moreover, there will 
be no increase in Contract fees and expenses, including mortality and 
expense risk fees and administration and distribution fees charged to 
the Separate Accounts as a result of the substitutions. The 
Substitution Applicants believe that the Replacement Funds have 
investment objectives, policies and risk profiles that are either 
substantially the same as, or sufficiently similar to, the 
corresponding Existing Funds to make those Replacement Funds 
appropriate candidates as substitutes.
    24. As a result of the substitutions, neither Met Investors 
Advisory, LLC, MetLife Advisers, LLC nor any of their affiliates will 
receive increased amounts of compensation from the charges to the 
Separate Accounts related to the Contracts or from Rule 12b-1 fees or 
revenue sharing currently received from the investment advisers or 
distributors of the Existing Funds.
    25. The share classes of the Existing Funds and the Replacement 
Funds are identical with respect to the imposition of Rule 12b-1 fees 
currently imposed except as follows: Lord Abbett Series Fund Mid-Cap 
Value Portfolio--Class VC--0%/Lord Abbett Mid-Cap Value Portfolio--
Class B--0.25%; Lord Abbett Series Fund Growth and Income Portfolio--
Class VC--0%/Lord Abbett Growth and Income Portfolio--Class B--0.25%; 
AIM V.I. Capital Appreciation Fund/Met--Series II Shares--0.25%/AIM 
Capital Appreciation Portfolio--Class E--0.15%; PIMCO Real Return 
Portfolio--Administrative Class--0.15%/PIMCO Inflation Protected Bond 
Portfolio--Class A--0%; DWS Strategic Income VIP--Class B--0.25%/
Pioneer Strategic Income Portfolio--Class E--0.15%; and DWS Large Cap 
Value VIP--Class B--0.25%/MFS Value Portfolio--Class E--0.15%.
    26. While each Replacement Fund's Class B and Class E Rule 12b-1 
fees can be raised to 0.50% and 0.25%, respectively, of net assets by 
the Replacement Fund's Board of Trustees/Directors without shareholder 
approval, the 0.25% Rule 12b-1 fees of the Existing Funds' shares 
cannot be raised by the Existing Fund's Board of Trustees/Directors, 
without shareholder approval.
    27. The distributors of the Existing Funds pay to the Insurance 
Companies, or their affiliates, any 12b-1 fees associated with the 
class of shares sold to the Separate Accounts. Similarly, the 
distributors for MIST and Met Series Fund will receive from the 
applicable class of shares held by the Separate Accounts Rule 12b-1 
fees in the same amount or a lesser amount than the amount paid by the 
Existing Funds.
    28. Met Series Fund and MIST represent that Rule 12b-1 fees of 
Class B and Class E shares of the Replacement Funds will not be raised 
above the current rate without approval of a majority in interest of 
the respective Replacement Funds' shareholders.
    29. In addition to any Rule 12b-1 fees, the investment advisers or 
distributors of the Existing Funds pay the Insurance Companies or one 
of their affiliates from 10 to 38 basis points for Class A or Class B 
shares (or their equivalent). Following the substitutions, these 
payments will not be made on behalf of the Existing Funds. Rather, 25 
basis points in Rule 12b-1 fees from the Replacement Funds (with 
respect to Class B shares), 15 basis points in 12b-1 fees from the 
Replacement Funds (with respect to Class E shares) and profit 
distributions to members from the Replacement Funds' advisers, will be 
available to the Insurance Companies. These profits from investment 
advisory fees may be more or less than the fees being paid by the 
Existing Funds.

Applicants' Legal Analysis and Conditions

    1. The Substitution Applicants request that the Commission issue an 
order pursuant to Section 26(c) of the Act approving the proposed 
substitutions. Section 26(c) of the Act requires the depositor of a 
registered unit investment trust holding the securities of a single 
issuer to obtain Commission approval before substituting the securities 
held by the trust.
    2. Applicants submit that the proposed substitutions appear to 
involve substitutions of securities within the meaning of Section 26(c) 
of the Act. The Substitution Applicants, therefore, request an order 
from the Commission pursuant to Section 26(c) approving the proposed 
substitutions.
    3. Applicants represent that the Contracts reserve to the 
applicable Insurance Company the right, subject to compliance with 
applicable law, to

[[Page 18305]]

substitute shares of another investment company for shares of an 
investment company held by a sub-account of the Separate Accounts. The 
prospectuses for the Contracts and the Separate Accounts contain 
appropriate disclosure of this right.
    4. By a supplement to the prospectuses for the Contracts and the 
Separate Accounts, each Insurance Company will notify all owners of the 
Contracts of its intention to take the necessary actions, including 
seeking the order requested by this Application, to substitute shares 
of the funds as described herein. The supplement will advise Contract 
owners that from the date of the supplement until the date of the 
proposed substitution, owners are permitted to make one transfer of 
Contract value (or annuity unit exchange) out of the Existing Fund sub-
account to one or more other sub-accounts without the transfer (or 
exchange) being treated as one of a limited number of permitted 
transfers (or exchanges) or a limited numbers of transfers (or 
exchanges) permitted without a transfer charge. The supplement also 
will inform Contract owners that the Insurance Company will not 
exercise any rights reserved under any Contract to impose additional 
restrictions on transfers until at least 30 days after the proposed 
substitutions. The supplement will also advise Contract owners that for 
at least 30 days following the proposed substitutions, the Insurance 
Companies will permit Contract owners affected by the substitutions to 
make one transfer of Contract value (or annuity unit exchange) out of 
the Replacement Fund sub-account to one or more other sub-accounts 
without the transfer (or exchange) being treated as one of a limited 
number of permitted transfers (or exchanges) or a limited number of 
transfers (or exchanges) permitted without a transfer charge.
    5. The proposed substitutions will take place at relative net asset 
value with no change in the amount of any Contract owner's Contract 
value, cash value, or death benefit or in the dollar value of his or 
her investment in the Separate Accounts.
    6. The process for accomplishing the transfer of assets from each 
Existing Fund to its corresponding Replacement Fund will be determined 
on a case-by-case basis. In most cases, it is expected that the 
substitutions will be effected by redeeming shares of an Existing Fund 
for cash and using the cash to purchase shares of the Replacement Fund. 
In certain other cases, it is expected that the substitutions will be 
effected by redeeming the shares of an Existing Fund in-kind; those 
assets will then be contributed in-kind to the corresponding 
Replacement Fund to purchase shares of that Fund.
    7. Contract owners will not incur any fees or charges as a result 
of the proposed substitutions, nor will their rights or an Insurance 
Company's obligations under the Contracts be altered in any way. All 
expenses incurred in connection with the proposed substitutions, 
including brokerage, legal, accounting, and other fees and expenses, 
will be paid by the Insurance Companies. In addition, the proposed 
substitutions will not impose any tax liability on Contract owners. The 
proposed substitutions will not cause the Contract fees and charges 
currently being paid by existing Contract owners to be greater after 
the proposed substitutions than before the proposed substitutions. No 
fees will be charged on the transfers made at the time of the proposed 
substitutions because the proposed substitutions will not be treated as 
a transfer for the purpose of assessing transfer charges or for 
determining the number of remaining permissible transfers in a Contract 
year.
    8. In addition to the prospectus supplements distributed to owners 
of Contracts, within five business days after the proposed 
substitutions are completed, Contract owners will be sent a written 
notice informing them that the substitutions were carried out and that 
they may make one transfer of all Contract value or cash value under a 
Contract invested in any one of the sub-accounts on the date of the 
notice to one or more other sub-accounts available under their Contract 
at no cost and without regard to the usual limit on the frequency of 
transfers from the variable account options to the fixed account 
options. The notice will also reiterate that (other than with respect 
to ``market timing'' activity) the Insurance Company will not exercise 
any rights reserved by it under the Contracts to impose additional 
restrictions on transfers or to impose any charges on transfers until 
at least 30 days after the proposed substitutions. The Insurance 
Companies will also send each Contract owner current prospectuses for 
the Replacement Funds involved to the extent that they have not 
previously received a copy.
    9. Each Insurance Company also is seeking approval of the proposed 
substitutions from any state insurance regulators whose approval may be 
necessary or appropriate.
    10. The Substitution Applicants represent that for those who were 
Contract owners on the date of the proposed substitutions, the 
Insurance Companies will reimburse, on the last business day of each 
fiscal period (not to exceed a fiscal quarter) during the twenty-four 
months following the date of the proposed substitutions, those Contract 
owners whose subaccount invests in the Replacement Fund such that the 
sum of the Replacement Fund's operating expenses (taking into account 
fee waivers and expense reimbursements) and subaccount expenses (asset-
based fees and charges deducted on a daily basis from subaccount assets 
and reflected in the calculation of subaccount unit values) for such 
period will not exceed, on an annualized basis, the sum of the Existing 
Fund's operating expenses (taking into account fee waivers and expense 
reimbursements) and subaccount expenses for fiscal year 2006, except 
with respect to the Lord Abbett Series Fund Mid-Cap Value Portfolio/
Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and 
Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton 
Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, 
Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation 
Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity 
Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond 
Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income 
Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS 
Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income 
VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/
Third Avenue Small Cap Value Portfolio, Putnam VT International Equity 
Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. 
Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders 
Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 
Portfolio.
    11. With respect to the Lord Abbett Series Fund Mid-Cap Value 
Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund 
Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, 
Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets 
Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital 
Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. 
Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected 
Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income 
Portfolio, Dreyfus Stock Index Fund/

[[Page 18306]]

MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock 
Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, 
Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, 
Putnam VT International Equity Fund/MFS Research International 
Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth 
Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS 
Strategic Income VIP/Pioneer Strategic Income Portfolio substitutions, 
the Substitution Applicants represent that the reimbursement agreement 
with respect to the Replacement Fund's operating expenses and 
subaccount expenses, will extend for the life of each Contract 
outstanding on the date of the proposed substitutions.
    12. The Substitution Applicants further agree that, except with 
respect to the Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord 
Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and 
Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton 
Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, 
Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation 
Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity 
Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond 
Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income 
Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS 
Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income 
VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/
Third Avenue Small Cap Value Portfolio, Putnam VT International Equity 
Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. 
Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders 
Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 
Portfolio substitutions, the Insurance Companies will not increase 
total separate account charges (net of any reimbursements or waivers) 
for any existing owner of the Contracts on the date of the 
substitutions for a period of two years from the date of the 
substitutions. With respect to the Lord Abbett Series Fund Mid-Cap 
Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series 
Fund Growth and Income Portfolio/Lord Abbett Growth and Income 
Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global 
Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital 
Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. 
Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected 
Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income 
Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS 
Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income 
VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/
Third Avenue Small Cap Value Portfolio, Putnam VT International Equity 
Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. 
Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders 
Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 
Portfolio substitutions, the agreement not to increase the separate 
account charges will extend for the life of each Contract outstanding 
on the date of the proposed substitutions.
    13. Except with respect to the Lord Abbett Series Fund Mid-Cap 
Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series 
Fund Growth and Income Portfolio/Lord Abbett Growth and Income 
Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global 
Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital 
Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. 
Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected 
Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income 
Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS 
Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income 
VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/
Third Avenue Small Cap Value Portfolio, Putnam VT International Equity 
Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. 
Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders 
Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 
Portfolio substitutions, the Replacement Fund will have the same or 
lower management fee and, if applicable, Rule 12b-1 fee compared to the 
Existing Fund. In the case of Lord Abbett Series Fund Mid-Cap Value 
Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund 
Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, 
Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets 
Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital 
Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. 
Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected 
Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income 
Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS 
Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income 
VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/
Third Avenue Small Cap Value Portfolio, Putnam VT International Equity 
Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. 
Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders 
Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 
Portfolio substitutions, for affected Contract owners, the Replacement 
Fund's net expenses will not, for the life of the Contracts, exceed the 
2006 net expenses of the Existing Fund. In addition, Contract owners 
with balances invested in the Replacement Fund will have, taking into 
effect any applicable expense waivers, a lower expense ratio in many 
cases and, for the others, a similar expense ratio. However, the 
Substitution Applicants agree that, except with respect to the Lord 
Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value 
Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord 
Abbett Growth and Income Portfolio, Templeton Global Asset Allocation 
Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital 
Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core 
Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return 
Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income 
VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/
MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock 
Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, 
Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, 
Putnam VT International Equity Fund/MFS Research International 
Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth 
Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS 
Strategic Income VIP/Pioneer Strategic Income Portfolio substitutions, 
the Insurance Companies will not increase total separate account 
charges (net of any reimbursements or waivers) for any existing owner 
of the Contracts on the date of the substitutions for a period of two 
years from the date of the substitutions. With respect to the Lord 
Abbett Series Fund Mid-Cap Value

[[Page 18307]]

Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund 
Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, 
Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets 
Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital 
Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. 
Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected 
Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income 
Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS 
Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income 
VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/
Third Avenue Small Cap Value Portfolio, Putnam VT International Equity 
Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. 
Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders 
Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 
Portfolio substitutions, the agreement not to increase that separate 
account charges will extend for the life of each Contract outstanding 
on the date of the proposed substitutions.
    14. Applicants state that the proposed Replacement Fund for each 
Existing Fund has an investment objective that is at least 
substantially similar to that of the Existing Fund. Moreover, the 
principal investment policies of the Replacement Funds are similar to 
those of the corresponding Existing Funds. In addition, the following 
Existing Funds are not being offered for new sales, but only are 
available as investment options under Contracts previously or currently 
offered by the Insurance Companies or, if available, are available only 
for additional contributions and/or transfers from other investment 
options under Contracts not currently offered: Lord Abbett Series Fund 
Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income 
Portfolio, Delaware VIP REIT Series, Global Value Equity Portfolio, 
U.S. Mid-Cap Value Portfolio, Emerging Markets Equity Portfolio, DWS 
Equity 500 Index VIP, DWS RREEF Real Estate Securities VIP, DWS Bond 
VIP, DWS International VIP, DWS Mid Cap Growth VIP, DWS Money Market 
VIP, DWS Small Cap Growth VIP, DWS Strategic Income VIP, DWS Balanced 
VIP, DWS Dreman High Return Equity VIP, DWS Davis Venture Value VIP, 
DWS Janus Growth & Income VIP, DWS Turner Mid Cap Growth VIP and DWS 
Large Cap Value VIP.
    15. The Substitution Applicants submit there is little likelihood 
that significant additional assets, if any, will be allocated to the 
Existing Funds and, therefore, because of the cost of maintaining such 
Funds as investment options under the Contracts, it is in the interest 
of shareholders to substitute the applicable Replacement Funds which 
are currently being offered as investment options by the Insurance 
Companies.
    16. In each case, the applicable Insurance Companies believe that 
it is in the best interests of the Contract owners to substitute the 
Replacement Fund for the Existing Fund. The Insurance Companies believe 
that the new sub-adviser will, over the long term, be positioned to 
provide at least comparable performance to that of the Existing Fund's 
sub-adviser.
    17. The Substitution Applicants believe that most of the assets of 
the Existing Funds belong to owners of variable annuity and variable 
life insurance contracts issued by insurance companies unaffiliated 
with MetLife. As such, Contract owners and future owners of contracts 
issued by affiliated insurance companies of MetLife cannot expect to 
command a majority voting position in any of the Existing Funds in the 
event that they, as a group, desire that an Existing Fund move in a 
direction different from that generally desired by owners of non-
MetLife affiliated contracts.
    18. In addition to the foregoing, the Substitution Applicants 
submit that in every proposed substitution except for those 
substitutions where expense offsets will be applied to Contract owners 
at the separate account level, the management fee and current 12b-1 fee 
of the Replacement Funds as well as the management fee and maximum 12b-
1 fee, will be the same as, or lower than, those of the Existing Funds. 
Total operating expenses of the Replacement Funds will be similar to, 
or lower than those of the Existing Funds.
    19. The Substitution Applicants anticipate that Contract owners 
will be better off with the array of sub-accounts offered after the 
proposed substitutions than they have been with the array of sub-
accounts offered prior to the substitutions. The proposed substitutions 
retain for Contract owners the investment flexibility which is a 
central feature of the Contracts. If the proposed substitutions are 
carried out, all Contract owners will be permitted to allocate purchase 
payments and transfer Contract values and cash values between and among 
approximately the same number of sub-accounts as they could before the 
proposed substitutions.
    20. Applicants believe none of the proposed substitutions is of the 
type that Section 26(c) was designed to prevent. Unlike traditional 
unit investment trusts where a depositor could only substitute an 
investment security in a manner which permanently affected all the 
investors in the trust, the Contracts provide each Contract owner with 
the right to exercise his or her own judgment and transfer Contract or 
cash values into other sub-accounts. Moreover, the Contracts will offer 
Contract owners the opportunity to transfer amounts out of the affected 
sub-accounts into any of the remaining sub-accounts without cost or 
other disadvantage. The proposed substitutions, therefore, will not 
result in the type of costly forced redemption which Section 26(c) was 
designed to prevent.
    21. The proposed substitutions also are unlike the type of 
substitution which Section 26(c) was designed to prevent in that by 
purchasing a Contract, Contract owners select much more than a 
particular investment company in which to invest their account values. 
They also select the specific type of insurance coverage offered by an 
Insurance Company under their Contract as well as numerous other rights 
and privileges set forth in the Contract. Contract owners may also have 
considered each Insurance Company's size, financial condition, 
relationship with MetLife, and its reputation for service in selecting 
their Contract. These factors will not change as a result of the 
proposed substitutions.
    22. The Substitution Applicants request an order of the Commission 
pursuant to Section 26(c) of the Act approving the proposed 
substitutions by the Insurance Companies.
    23. The Section 17 Applicants request an order under Section 17(b) 
exempting them from the provisions of Section 17(a) to the extent 
necessary to permit the Insurance Companies to carry out each of the 
proposed substitutions.
    24. Section 17(a)(1) of the Act, in relevant part, prohibits any 
affiliated person of a registered investment company, or any affiliated 
person of such person, acting as principal, from knowingly selling any 
security or other property to that company. Section 17(a)(2) of the Act 
generally prohibits the persons acting as principals, from knowingly 
purchasing any security or other property from the registered company.
    25. Because shares held by a separate account of an insurance 
company are legally owned by the insurance company, the Insurance 
Companies and their affiliates collectively own of record substantially 
all of the shares of MIST and Met Series Fund. Therefore, MIST and Met 
Series Fund and their

[[Page 18308]]

respective funds are arguably under the control of the Insurance 
Companies notwithstanding the fact that Contract owners may be 
considered the beneficial owners of those shares held in the Separate 
Accounts. If MIST and Met Series Fund and their respective funds are 
under the control of the Insurance Companies, then each Insurance 
Company is an affiliated person or an affiliated person of an 
affiliated person of MIST and Met Series Fund and their respective 
funds. If MIST and Met Series Fund and their respective funds are under 
the control of the Insurance Companies, then MIST and Met Series Fund 
and their respective funds are affiliated persons of the Insurance 
Companies.
    26. Regardless of whether or not the Insurance Companies can be 
considered to control MIST and Met Series Fund and their respective 
funds, because the Insurance Companies own of record more than 5% of 
the shares of each of them and are under common control with each 
Replacement Fund's investment adviser, the Insurance Companies are 
affiliated persons of both MIST and Met Series Fund and their 
respective funds. Likewise, their respective funds are each an 
affiliated person of the Insurance Companies.
    27. The Insurance Companies, through their separate accounts in the 
aggregate own more than 5% of the outstanding shares of the following 
Existing Funds: Dreyfus Stock Index Fund, VIP Asset Manager Portfolio, 
Lord Abbett Series Fund Mid-Cap Value Portfolio, Lord Abbett Series 
Fund Growth and Income Portfolio, Global Value Equity Portfolio, U.S. 
Mid-Cap Value Portfolio, Putnam VT Small Cap Value Fund, Templeton 
Global Asset Allocation Fund, Putnam VT International Equity Fund, 
Credit Suisse Emerging Markets Portfolio, AIM V.I. Capital Appreciation 
Fund, PIMCO Real Return Portfolio, DWS Small Cap Index VIP, DWS RREEF 
Real Estate Securities VIP, DWS International Select Equity VIP, DWS 
Money Market VIP, DWS Strategic Income VIP, DWS David Venture Value 
VIP. Therefore, each Insurance Company is an affiliated person of those 
funds.
    28. Because the substitutions may be effected, in whole or in part, 
by means of in-kind redemptions and purchases, the substitutions may be 
deemed to involve one or more purchases or sales of securities or 
property between affiliated persons. The proposed transactions may 
involve a transfer of portfolio securities by the Existing Funds to the 
Insurance Companies; immediately thereafter, the Insurance Companies 
would purchase shares of the Replacement Funds with the portfolio 
securities received from the Existing Funds. Accordingly, as the 
Insurance Companies and certain of the Existing Funds listed above, and 
the Insurance Companies and the Replacement Funds, could be viewed as 
affiliated persons of one another under Section 2(a)(3) of the Act, it 
is conceivable that this aspect of the substitutions could be viewed as 
being prohibited by Section 17(a). The Section 17 Applicants are not 
seeking relief with respect to transactions with the Existing Funds 
where Section 17(a) does not apply. However, the Section 17 Applicants 
have determined to seek relief from Section 17(a) in the context of 
this Application for the in-kind purchases and sales of the Replacement 
Fund shares.
    29. Section 17(b) of the Act provides that the Commission may, upon 
application, grant an order exempting any transaction from the 
prohibitions of Section 17(a) if the evidence establishes that: (i) The 
terms of the proposed transaction, including the consideration to be 
paid or received, are reasonable and fair and do not involve 
overreaching on the part of any person concerned; (ii) the proposed 
transaction is consistent with the policy of each registered investment 
company concerned, as recited in its registration statement and records 
filed under the Act; and (iii) the proposed transaction is consistent 
with the general purposes of the Act.
    30. The Section 17 Applicants submit that for all the reasons 
stated above the terms of the proposed in-kind purchases of shares of 
the Replacement Funds by the Insurance Companies, including the 
consideration to be paid and received are reasonable and fair and do 
not involve overreaching on the part of any person concerned. The 
Section 17 Applicants also submit that the proposed in-kind purchases 
by the Insurance Companies are consistent with the policies of: MIST 
and of its Lord Abbett Growth and Income, Neuberger Berman Real Estate, 
Third Avenue Small Cap Value, Lord Abbett Mid-Cap Value, MFS Research 
International, T. Rowe Price Mid-Cap Growth, BlackRock High Yield, 
Pioneer Strategic Income, Turner Mid Cap Growth, Loomis Sayles Global 
Markets, MFS Emerging Markets Equity, Met/AIM Capital Appreciation, 
PIMCO Inflation Protected Bond and MFS Value Portfolios; and Met Series 
Fund and of its T. Rowe Price Large Cap Growth, MFS Total Return, 
Oppenheimer Global Equity, BlackRock Money Market, MetLife Stock Index, 
Russell 2000 Index, BlackRock Bond Income, FI Value Leaders, T. Rowe 
Price Small Cap Growth, BlackRock Diversified, BlackRock Large Cap 
Value, Neuberger Berman Mid Cap and Capital Guardian U.S. Equity 
Portfolios, as recited in the current registration statements and 
reports filed by each under the Act. Finally, the Section 17 Applicants 
submit that the proposed substitutions are consistent with the general 
purposes of the Act.
    31. To the extent that the in-kind purchases by the Insurance 
Company of the Replacement Funds' shares are deemed to involve 
principal transactions among affiliated persons, the procedures 
described below should be sufficient to assure that the terms of the 
proposed transactions are reasonable and fair to all participants. The 
Section 17 Applicants maintain that the terms of the proposed in-kind 
purchase transactions, including the consideration to be paid and 
received by each fund involved, are reasonable, fair and do not involve 
overreaching principally because the transactions will conform with all 
but one of the conditions enumerated in Rule 17a-7. The proposed 
transactions will take place at relative net asset value in conformity 
with the requirements of Section 22(c) of the Act and Rule 22c-1 
thereunder with no change in the amount of any Contract owner's 
contract value or death benefit or in the dollar value of his or her 
investment in any of the Separate Accounts. Contract owners will not 
suffer any adverse tax consequences as a result of the substitutions. 
The fees and charges under the Contracts will not increase because of 
the substitutions. Even though the Separate Accounts, the Insurance 
Companies, MIST and Met Series Fund may not rely on Rule 17a-7, the 
Section 17 Applicants believe that the Rule's conditions outline the 
type of safeguards that result in transactions that are fair and 
reasonable to registered investment company participants and preclude 
overreaching in connection with an investment company by its affiliated 
persons.
    32. The boards of MIST and Met Series Fund have adopted procedures, 
as required by paragraph (e)(1) of Rule 17a-7, pursuant to which the 
series of each may purchase and sell securities to and from their 
affiliates. The Section 17 Applicants will carry out the proposed 
Insurance Company in-kind purchases in conformity with all of the 
conditions of Rule 17a-7 and each series' procedures thereunder, except 
that the consideration paid for the securities being purchased or sold 
may not be entirely cash. Nevertheless, the circumstances surrounding 
the

[[Page 18309]]

proposed substitutions will be such as to offer the same degree of 
protection to each Replacement Fund from overreaching that Rule 17a-7 
provides to them generally in connection with their purchase and sale 
of securities under that Rule in the ordinary course of their business. 
In particular, the Insurance Companies (or any of their affiliates) 
cannot effect the proposed transactions at a price that is 
disadvantageous to any of the Replacement Funds. Although the 
transactions may not be entirely for cash, each will be effected based 
upon (1) the independent market price of the portfolio securities 
valued as specified in paragraph (b) of Rule 17a-7, and (2) the net 
asset value per share of each fund involved valued in accordance with 
the procedures disclosed in its respective Investment Company's 
registration statement and as required by Rule 22c-1 under the Act. No 
brokerage commission, fee, or other remuneration will be paid to any 
party in connection with the proposed in kind purchase transactions.
    33. The sale of shares of Replacement Funds for investment 
securities, as contemplated by the proposed Insurance Company in-kind 
purchases, is consistent with the investment policy and restrictions of 
the Investment Companies and the Replacement Funds because (1) the 
shares are sold at their net asset value, and (2) the portfolio 
securities are of the type and quality that the Replacement Funds would 
each have acquired with the proceeds from share sales had the shares 
been sold for cash. To assure that the second of these conditions is 
met, Met Investors Advisory LLC, MetLife Advisers, LLC and the sub-
adviser, as applicable, will examine the portfolio securities being 
offered to each Replacement Fund and accept only those securities as 
consideration for shares that it would have acquired for each such fund 
in a cash transaction.
    34. The Section 17 Applicants submit that the proposed Insurance 
Company in-kind purchases are consistent with the general purposes of 
the Act as stated in the Findings and Declaration of Policy in Section 
1 of the Act and that the proposed transactions do not present any of 
the conditions or abuses that the Act was designed to prevent.
    35. The Section 17 Applicants represent that the proposed in-kind 
purchases meet all of the requirements of Section 17(b) of the Act 
request that the Commission issue an order pursuant to Section 17(b) of 
the Act exempting the Separate Accounts, the Insurance Companies, MIST, 
Met Series Fund and each Replacement Fund from the provisions of 
Section 17(a) of the Act to the extent necessary to permit the 
Insurance Companies on behalf of the Separate Accounts to carry out, as 
part of the substitutions, the in-kind purchase of shares of the 
Replacement Funds which may be deemed to be prohibited by Section 17(a) 
of the Act.

Conclusion

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

    For the Commission, by the Division of Investment Management 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-6852 Filed 4-10-07; 8:45 am]

BILLING CODE 8010-01-P
