

[Federal Register: July 30, 2007 (Volume 72, Number 145)]
[Notices]               
[Page 41534-41561]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr30jy07-86]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27909; File No. 812-13346]

 
MONY Life Insurance Company of America, et al.; Notice of 
Application

July 24, 2007.
AGENCY: Securities and Exchange Commission (``SEC'' or the 
``Commission'').

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

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Applicants: MONY Life Insurance Company of America (``MLOA''), MONY 
Life Insurance Company (``MONY''), MONY America Variable Account A 
(``MLOA Separate Account A''), MONY America Variable Account L (``MLOA 
Separate Account L'') (together, ``MLOA Separate Accounts''), MONY 
Variable Account A (``MONY Separate Account A''), MONY Variable Account 
L (``MONY Separate Account L'') (together, ``MONY Separate Accounts''), 
AXA Equitable Life Insurance Company (``AXA Equitable''), Separate 
Account A of AXA Equitable (``Separate Account A''), Separate Account 
FP of AXA Equitable (``Separate Account FP''), Separate Account I of 
AXA Equitable (``Separate Account I''), Separate Account No. 45 of AXA 
Equitable (``Separate Account 45''), Separate Account No. 49 of AXA 
Equitable (``Separate Account 49'') and Separate Account No. 301+ of 
AXA Equitable (``Separate Account 301+'') (each, an ``AXA Equitable 
Separate Account'' and together, ``AXA Equitable Separate Accounts'') 
(collectively, the ``Section 26 Applicants''), Separate Account No. 66 
of AXA Equitable (``Separate Account 66'') and EQ Advisors Trust (the 
``Trust'') (together with the section 26 Applicants, the ``section 17 
Applicants'').

Summary of Application: The Section 26 Applicants request an order 
pursuant to section 26(c) of the 1940 Act, approving the proposed 
substitution of shares of certain series of the Trust (which is a 
registered investment company that is an affiliate of the Section 26 
Applicants), Franklin Templeton Variable Insurance Products Trust 
(``Franklin VIT'') and Variable Insurance Products Fund II (``Fidelity 
VIT'') (together, Franklin VIT and Fidelity VIT, the ``Outside VITs'') 
for shares of other registered investment companies unaffiliated with 
the section 26 Applicants (the ``Substitutions''), each of which is 
currently used as an underlying investment option for certain variable 
annuity contracts and/or variable life insurance policies issued by the 
Insurance Companies (``Contracts'').\1\ The section 17 Applicants also 
request an order pursuant to section 17(b) of the 1940 Act exempting 
them from section 17(a) of the 1940 Act to the extent necessary to 
permit partly in-kind redemptions of securities issued by certain 
Removed Portfolios (as defined herein) and purchases of securities 
issued by certain Replacement Portfolios (as defined herein) (the ``In-
Kind Transactions'') in connection with the Substitutions.
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    \1\ AXA Equitable, MLOA and MONY are sometimes referred to 
herein collectively as the ``Insurance Companies'' and individually 
as an ``Insurance Company.'' The MLOA Separate Accounts, MONY 
Separate Accounts and AXA Equitable Separate Accounts are sometimes 
referred to herein collectively as the ``Separate Accounts'' and 
individually as a ``Separate Account.''

Filing Date:  The application was filed on November 22, 2006, and 
amended on July 20, 2007. Applicants have agreed to file an amendment 
during the notice period, the substance of which is contained in this 
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notice.

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 August 16, 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 requester's interest, the reason for the request, and the 
issues contested. Persons who wish to be notified of a hearing may 
request notification by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,

[[Page 41535]]

NE., Washington, DC 20549-1090. Applicants, c/o AXA Financial, Inc., 
1290 Avenue of the Americas, New York, NY 10104, Attn: Steven M. Joenk, 
Senior Vice President.

FOR FURTHER INFORMATION CONTACT: Sonny Oh, Staff Attorney, or Zandra 
Bailes, 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 SEC's Public Reference Branch, 100 F Street, NE., Room 1580, 
Washington, DC 20549 (tel. (202) 551-8090).

Applicants' Representations

    1. MLOA is a stock life insurance company organized in 1969 under 
the laws of the State of Arizona. The principal office of MLOA is 
located at 1290 Avenue of the Americas, New York, NY 10104. MLOA is 
licensed to sell life insurance and annuities in 49 states (not 
including New York), the District of Columbia, Puerto Rico, and the 
U.S. Virgin Islands. AXA Financial, Inc. (``AXA Financial'') is the 
parent company of MLOA.
    2. MONY is a stock life insurance company organized in 1998 under 
the laws of the State of New York. Prior to 1998, MONY operated as The 
Mutual Life Insurance Company of New York, a mutual life insurance 
company. The principal office of MONY is located at 1290 Avenue of the 
Americas, New York, NY 10104. MONY is licensed to sell life insurance 
and annuities in 50 states, the District of Columbia, Puerto Rico, and 
the U.S. Virgin Islands. AXA Financial is the parent company of MONY.
    3. AXA Equitable is a New York stock life insurance company that 
has been in business since 1859 (including the operations of its 
predecessors). Its home office is located at 1290 Avenue of the 
Americas, New York, New York 10104. AXA Equitable is authorized to sell 
life insurance and annuities in all fifty states, the District of 
Columbia, Puerto Rico and the Virgin Islands. It maintains local 
offices throughout the United States. AXA Equitable is an investment 
adviser registered under the Investment Advisers Act of 1940, as 
amended, and is a wholly owned subsidiary of AXA Financial.
    4. MLOA serves as depositor for MLOA Separate Account A and MLOA 
Separate Account L, which fund certain Contracts. MLOA Separate Account 
A and MLOA Separate Account L were established under Arizona law in 
1987 and 1985, respectively, pursuant to authority granted by MLOA's 
Board of Directors. Each MLOA Separate Account is a segregated asset 
account of MLOA and is registered with the Commission as a unit 
investment trust under the 1940 Act. Units of interest in the MLOA 
Separate Accounts under the Contracts are registered under the 
Securities Act of 1933, as amended (``1933 Act'').
    5. MONY serves as depositor for MONY Separate Account A and MONY 
Separate Account L, which fund certain Contracts. MONY Separate Account 
A and MONY Separate Account L were each established under New York law 
in 1990 pursuant to authority granted by MONY's Board of Trustees. Each 
MONY Separate Account is a segregated asset account of MONY and is 
registered with the Commission as a unit investment trust under the 
1940 Act. Units of interest in the MONY Separate Accounts under the 
Contracts are registered under the 1933 Act.
    6. AXA Equitable serves as sponsor and depositor for Separate 
Account A, Separate Account I, Separate Account 45, Separate Account 
49, Separate Account 301+, Separate Account 66, and Separate Account 
FP, which fund certain Contracts. Separate Account A, Separate Account 
I, Separate Account 45, Separate Account 49, Separate Account 301+, and 
Separate Account 66 were established in 1968, 1996, 1994, 1996, 1981, 
and 1997, respectively, pursuant to authority granted by AXA 
Equitable's Board of Directors. Separate Account FP was established in 
1995 pursuant to authority granted by the Board of Directors of AXA 
Equitable in connection with the merger of Equitable Variable Life 
Insurance Company with and into AXA Equitable. Each AXA Equitable 
Separate Account is a segregated asset account of AXA Equitable and, 
except for Separate Account 66, is registered with the Commission as a 
unit investment trust under the 1940 Act. Separate Account 66 is 
excluded from registration under the 1940 Act pursuant to section 
3(c)(11) of the 1940 Act. Units of interest in each AXA Equitable 
Separate Account are registered under the 1933 Act.
    7. The Trust is organized as a Delaware statutory trust. It is 
registered as an open-end management investment company under the 1940 
Act, and its shares are registered under the 1933 Act on Form N-1A. It 
commenced operations on May 1, 1997. The Trust is a series investment 
company and currently offers 65 separate series (each a ``Portfolio'' 
and collectively, the ``Portfolios''). AXA Equitable currently serves 
as investment manager (``Manager'') of each of the Portfolios. The 
Trust has received an exemptive order from the Commission (``Multi-
Manager Order'') that permits the Manager, or any entity controlling, 
controlled by, or under common control (within the meaning of Section 
2(a)(9) of the 1940 Act) with the Manager, subject to certain 
conditions, including approval of the Board of Trustees of the Trust, 
and without the approval of shareholders to appoint, dismiss, or 
replace investment sub-advisers (``Advisers'') and to amend Investment 
Advisory Agreements (``Advisory Agreements'').\2\ If a new Adviser is 
retained for a Portfolio, Contract owners would receive notice of any 
such action.
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    \2\ See EQ Advisors Trust and EQ Financial Consultants, Inc., 
1940 Act Rel. Nos. 23093 (March 30, 1998) (notice) and 23128 (April 
24, 1998) (order).
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    8. The Franklin VIT is organized as a Massachusetts business trust. 
It is registered as an open-end management investment company under the 
1940 Act, and its shares are registered under the 1933 Act on Form N-
1A. It was organized on April 26, 1988. The Franklin VIT is a series 
investment company and currently offers 20 separate series. Each 
Franklin VIT portfolio is managed by an affiliate of Franklin Templeton 
Investments. The Franklin VIT employs Advisers for certain of its 
portfolios, but, to the Applicants' knowledge, has not been granted a 
Multi-Manager Order by the Commission.
    9. The Fidelity VIT is organized as a Massachusetts business trust. 
It is registered as an open-end management investment company under the 
1940 Act, and its shares are registered under the 1933 Act on Form N-
1A. It was organized on March 21, 1988. The Fidelity VIT is a series 
investment company and currently offers 6 separate series. Each 
Fidelity VIT portfolio is managed by Fidelity Management & Research 
Company. The Fidelity VIT employs Advisers for certain of its 
portfolios and has received a Multi-Manager Order granted by the 
Commission.
    10. All Contracts allow the Contract owners or, in the case of 
group annuity Contracts, the participants, to allocate premium payments 
by Contract owners or contributions by participants among the variable 
and any fixed investment options available under the Contracts where 
contributions by Contract owners or premium payments by participants 
allocated to variable funding options are held in corresponding 
divisions of the appropriate Separate Accounts.

[[Page 41536]]

    11. Each Insurance Company, on its own behalf and on behalf of its 
Separate Accounts, proposes to exercise its contractual right to 
substitute a different eligible investment fund for one of the current 
investment funds offered as a funding option under the Contracts. In 
particular, the section 26 Applicants request an order from the SEC 
pursuant to section 26(c) of the 1940 Act approving the proposed 
substitutions of shares of the following Replacement Portfolios for 
shares of the corresponding Removed Portfolios listed opposite their 
names:

------------------------------------------------------------------------
Substitution Number--Removed Portfolios       Replacement Portfolios
------------------------------------------------------------------------
1. Old Mutual Insurance Series Fund--    EQ/AllianceBernstein Value
 Old Mutual Select Value Portfolio.       Portfolio (Class IA shares).
2. The Universal Institutional Funds,    ...............................
 Inc.--Value Portfolio (Class I shares)
 (``Universal Value Portfolio'').
3. Premier VIT--OpCap Managed Portfolio  ...............................
4. Davis Variable Account Fund, Inc.--   ...............................
 Davis Value Portfolio.
5. T. Rowe Price Equity Series, Inc.--   EQ/Boston Advisors Equity
 T. Rowe Price Equity Income Portfolio.   Income Portfolio (Class IA
                                          shares).
6. AIM Variable Insurance Funds--AIM V.  EQ/BlackRock Basic Value Equity
 I. Basic Value Fund (Series I shares).   Portfolio (Class IB shares).
7. Dreyfus Variable Investment Fund--    EQ/AllianceBernstein Common
 Appreciation Portfolio (Initial          Stock Portfolio (Class IA
 shares) (``Dreyfus Appreciation          shares).
 Portfolio'').
8. Variable Insurance Products III--VIP  EQ/Capital Guardian Research
 Growth Opportunities Portfolio           Portfolio (Class IA shares).
 (Initial Class shares and Service
 Class shares) (``Fidelity Growth
 Opportunities Portfolio'').
9. Premier VIT--OpCap Equity Portfolio.  ...............................
10. Oppenheimer Variable Account Funds-- ...............................
 Oppenheimer Main Street Fund/VA
 (Service shares)..
11. AIM Variable Insurance Funds--AIM    EQ/FI Mid Cap Portfolio (Class
 V. I. Mid Cap Core Equity Fund (Series   IA shares).
 I shares).
12. Alger American Fund--Alger American  EQ/Van Kampen Mid Cap Growth
 MidCap Growth Portfolio (Class O         Portfolio (Class IA shares).
 shares).
13. MFS Variable Insurance Trust--MFS    ...............................
 Mid Cap Growth Series (Initial Class
 shares)..
14. Dreyfus Investment Portfolios--      EQ/Small Company Index
 Small Cap Stock Index Portfolio          Portfolio (Class IA shares).
 (Service shares) (``Dreyfus Small Cap
 Stock Index Portfolio'').
15. Premier VIT--OpCap Small Cap         ...............................
 Portfolio.
16. MFS Variable Insurance Trust--MFS    EQ/AllianceBernstein Small Cap
 New Discovery Series (Initial Class      Growth Portfolio (Class IA
 shares).                                 shares).
17. Janus Aspen Series--Flexible Bond    EQ/JPMorgan Core Bond Portfolio
 Portfolio (Institutional and Service     (Class IA shares).
 shares) (``Janus Flexible Bond
 Portfolio'').
18. PIMCO Variable Insurance Trust--     ...............................
 PIMCO Total Return Portfolio
 (Administrative shares).
19. The Universal Institutional Funds,   ...............................
 Inc.--Core Plus Fixed Income Portfolio
 (Class I shares) (``Universal Core
 Plus Fixed Income Portfolio'').
20. Premier VIT--OpCap Renaissance       EQ/Lord Abbett Mid Cap Value
 Portfolio.                               Portfolio (Class IA shares).
21. T. Rowe Price Equity Series, Inc.--  EQ/Capital Guardian Growth
 T. Rowe Price New America Growth         Portfolio (Class IA shares).
 Portfolio.
22. The Universal Institutional Funds,   EQ/Van Kampen Real Estate
 Inc.--U.S. Real Estate Portfolio         Portfolio (Class IA and Class
 (Class I and Class II shares)            IB shares).
 (``Universal U.S. Real Estate
 Portfolio'').
23. Alger American Fund--Alger American  Franklin Templeton Variable
 Balanced Portfolio (Class O shares).     Insurance Products Trust--
                                          Franklin Income Securities
                                          Fund (Class 2 shares).
24. MFS Variable Insurance Trust--MFS    ...............................
 Total Return Series (Initial Class
 Shares).
25. T. Rowe Price Equity Series, Inc.--  ...............................
 T. Rowe Price Personal Strategy
 Balanced Portfolio.
26. Variable Insurance Products Fund--   Variable Insurance Products
 Growth Portfolio (Initial Class shares   Fund II--Contrafund Portfolio
 and Service Class shares) (``Fidelity    (Initial Class shares and
 Growth Portfolio'').                     Service Class shares, as
                                          applicable) (``Fidelity
                                          Contrafund Portfolio'').
27. The Universal Institutional Funds,   ...............................
 Inc.--Equity Growth Portfolio (Class I
 shares) (``Universal Equity Growth
 Portfolio'').
------------------------------------------------------------------------

    12. The section 26 Applicants propose the Substitutions as part of 
a continued and overall business plan by each Insurance Company to make 
its Contracts more attractive to existing Contract owners, participants 
or prospective purchasers, as the case may be, and more efficient to 
administer and oversee. Each Insurance Company represents that it has 
carefully reviewed its Contracts and each investment option offered 
under its Contracts with the goal of providing a superior choice of 
investment options.
    13. Among the principal purposes of the Substitutions, the section 
26 Applicants assert that the Removed Portfolios generally have not 
attracted sufficient Contract owner or participant interest to support 
maintaining them as separate investment options under the Contracts, 
particularly where they duplicate or substantially overlap with other 
investment options offered through the Separate Accounts. As of 
December 31, 2006, the Separate Accounts had allocated approximately 
the following amounts to the Removed and Replacement Portfolios:

[[Page 41537]]



------------------------------------------------------------------------
Substitution number--Removed portfolios    Replacement portfolios  (in
              (in millions)                         millions)
------------------------------------------------------------------------
1. Old Mutual Select Value Portfolio     EQ/AllianceBernstein Value
 ($8.0).                                  Portfolio ($4,279.0).
2. Universal Value Portfolio ($13.2)...
3. OpCap Managed Portfolio ($9.9)......
4. Davis Value Portfolio ($1.3)........
5. T. Rowe Price Equity Income           EQ/Boston Advisors Equity
 Portfolio ($26.8).                       Income Portfolio ($357.0).
6. AIM V.I. Basic Value Equity Fund      EQ/BlackRock Basic Value Equity
 ($19.5).                                 Portfolio ($3,600.0).
7. Dreyfus Appreciation Portfolio        EQ/AllianceBernstein Common
 ($1.0).                                  Stock Portfolio ($9,279.0).
8. Fidelity Growth Opportunities         EQ/Capital Guardian Research
 Portfolio ($9.6).                        Portfolio ($1,056.0).
9. OpCap Equity Portfolio ($1.5).......
10. Oppenheimer Main Street Fund/VA
 ($11.5).
11. AIM V.I. Mid Cap Core Equity Fund    EQ/FI Mid Cap Portfolio
 ($9.7).                                  ($1,552.0).
12. Alger American MidCap Growth         EQ/Van Kampen Mid Cap Growth
 Portfolio ($37.7).                       Portfolio ($138.0).
13. MFS Mid Cap Growth Series ($6.4)...
14. Dreyfus Small Cap Stock Index        EQ/Small Company Index
 Portfolio ($10.3).                       Portfolio ($1,056.0).
15. OpCap Small Cap Portfolio ($1.2)...
16. MFS New Discovery Series ($6.6)....  EQ/AllianceBernstein Small Cap
                                          Growth Portfolio ($1,201.0).
17. Janus Flexible Bond Portfolio        EQ/JPMorgan Core Bond Portfolio
 ($23.8).                                 ($1,557.0).
18. PIMCO Total Return Portfolio ($0.6)
19. Universal Core Plus Fixed Income
 Portfolio ($14.5).
20. OpCap Renaissance Portfolio ($20.2)  EQ/Lord Abbett Mid Cap Value
                                          Portfolio ($320.0).
21. T. Rowe Price New America Growth     EQ/Capital Guardian Growth
 Portfolio ($7.3).                        Portfolio ($402.0).
22. Universal U.S. Real Estate           EQ/Van Kampen Real Estate
 Portfolio (Class I and Class II          Portfolio (Class IA and Class
 shares) (Not Provided).                  IB shares) (Not Provided).
23. Alger American Balanced Portfolio    Franklin Income Securities Fund
 ($14.9).                                 ($39.3).
24. MFS Total Return Series ($30.5)....
25. T. Rowe Price Personal Strategy
 Balanced Portfolio ($2.7).
26. Fidelity Growth Portfolio ($38.3)..  Fidelity Contrafund Portfolio
                                          ($73.2).
27. Universal Equity Growth Portfolio
 ($0.1).
------------------------------------------------------------------------

    14. The section 26 Applicants also maintain that substituting the 
Replacement Portfolios for the Removed Portfolios would lead to greater 
efficiencies in administering the Contracts and potentially enable the 
Insurance Companies to offer a wider range of investment options in the 
future that would be more attractive to Contract owners and 
participants. In this connection, the section 26 Applicants note that 
the deletion of unpopular investment options would create additional 
capacity on their systems and platforms to offer new investment 
options.
    15. The section 26 Applicants further assert that the Substitutions 
also are designed and intended to simplify the prospectuses and related 
materials with respect to the Contracts and the investment options 
available through the Separate Accounts. In certain cases, the 
Insurance Companies offer several investment alternatives that overlap 
one another by having similar investment objectives, policies and 
risks. The proposed Substitutions would eliminate these overlapping 
investment alternatives. The section 26 Applicants believe that the 
deletion of overlapping investment options should not adversely affect 
Contract owners and participants given that other similar investment 
options will remain available under the Contracts and that the 
Contracts will either offer the same number of investment options or, 
in those cases where the number of investment options is being reduced, 
continue to offer a significant number of alternative investment 
options (currently expected to range in number from 27 to 51 after the 
Substitutions versus 28 to 57 before the Substitutions).
    16. In addition, some Contracts offer investment alternatives from 
multiple fund complexes, each with its own prospectus and disclosure 
format, which significantly increases the volume and complexity of 
information that is received by Contract owners and participants. The 
Insurance Companies believe that this situation may be confusing to 
Contract owners and participants. By substituting the Replacement 
Portfolios for the Removed Portfolios, the respective Insurance Company 
anticipates that it would simplify the Contract prospectuses and 
related materials provided to Contract owners and participants and 
thereby reduce the potential for Contract owner and participant 
confusion. The section 26 Applicants also assert that the Substitutions 
will enable an Insurance Company to reduce certain costs that it incurs 
in administering the Contracts by removing overlapping and unpopular 
Portfolios and thereby allowing an Insurance Company to offer more 
competitively priced products in the future.
    17. The section 26 Applicants note that Contract owners and 
participants with subaccount balances invested in shares of the 
Replacement Portfolios will have the same or lower net operating 
expenses immediately after the Substitutions. In addition, the 
Insurance Companies have agreed to impose certain expense limits on 
Replacement Portfolios to ensure that Contract owners and participants 
on the Substitution Date incur the same or lower expense ratios for 
certain periods after the Substitutions. In addition, many of the 
Replacement Portfolios are larger than their corresponding Removed 
Portfolios. Generally speaking, larger funds tend to have lower 
expenses than comparable funds that are smaller. This is because, with 
a larger asset size, fixed fund expenses are spread over a larger base, 
lowering the expense ratios. Therefore, as a result of certain 
Substitutions, various costs such as legal, accounting, printing and 
trustee fees will be spread over a larger base with each Contract owner 
and participant bearing a smaller portion of the cost than would be the 
case if the Replacement Portfolios and/or the Trust (as applicable) 
were smaller in size. Larger funds also may have lower trading 
expenses, potentially resulting in higher returns.
    18. The section 26 Applicants also argue that certain of the 
proposed Substitutions would replace an outside Portfolio with a 
Portfolio for which AXA Equitable serves as Manager and, thus, would 
permit AXA Equitable,

[[Page 41538]]

under the Multi-Manager Order, to appoint, dismiss and replace Advisers 
and amend Advisory Agreements as necessary to seek optimal performance 
from the Portfolio and its portfolio managers. Notwithstanding the 
Multi-Manager Order, with respect to the Substitution involving the EQ/
Van Kampen Real Estate Portfolio, after the Substitution Date (as 
defined herein), the Section 26 Applicants agree not to change the 
Adviser to the EQ/Van Kampen Real Estate Portfolio without first 
obtaining shareholder approval of either (a) the Adviser change or (b) 
AXA Equitable's continued ability to rely on the Multi-Manager Order. 
Even with respect to this Substitution, the section 26 Applicants 
believe that the Substitution would provide AXA Equitable, as the 
investment manager of the Trust, with greater oversight capabilities 
with respect to portfolios offered through its Contracts.
    19. Moreover, certain of the Substitutions will replace an outside 
Portfolio with a Portfolio that is managed by AXA Equitable. In this 
regard, the relevant Replacement Portfolios generally are only 
available through the variable insurance and annuity products offered 
by AXA Equitable and its affiliates. Consequently, the Board of 
Trustees of the relevant Replacement Portfolios has greater sensitivity 
to the needs of Contract owners and participants. The relevant 
Substitutions also will provide AXA Equitable with more influence over 
the administrative aspects of the Portfolios, while providing Contract 
owners and participants with the benefit of third party asset 
management. Influence is important because changes to Removed 
Portfolios can result in costly, off-cycle communications and mailings 
to Contract owners and participants. Conversely, for the relevant 
Replacement Portfolios, AXA Equitable has greater influence over the 
pace and timing of such changes. AXA Equitable believes that the 
relevant Substitutions will enable it to exercise more influence over 
the management and administration of the Portfolios, thereby reducing 
costs and customer confusion. The added influence will give AXA 
Equitable the ability to react more quickly to changes and problems it 
encounters in its oversight of the relevant Replacement Portfolios.
    20. The section 26 Applicants also maintain that the Substitutions 
will substitute shares of a Replacement Portfolio for shares of a 
Removed Portfolio, which has very similar, and in some cases 
substantially similar, investment objectives, investment policies and 
risks as those of the corresponding Removed Portfolio. This fact is 
expected to simplify the process of explaining the Substitutions to 
Contract owners and participants, including an explanation of the 
relevant differences in the policies of the Replacement and Removed 
Portfolios, and should facilitate their understanding of the effect of 
the Substitutions on them. A summary description of the investment 
objectives, investment policies and principal risks of each Removed 
Portfolio and its corresponding proposed Replacement Portfolio is set 
forth below.

----------------------------------------------------------------------------------------------------------------
                         Substitution Number--Removed Portfolios                                Replacement
------------------------------------------------------------------------------------------       Portfolio
                                                                                          ----------------------
 1. Old Mutual Select    2. Universal Value      3. OpCap Managed       4. Davis Value      EQ/AllianceBernstein
   Value Portfolio       Portfolio (Class I         Portfolio              Portfolio          Value Portfolio
                              shares)                                                        (Class IA shares)
----------------------------------------------------------------------------------------------------------------
Investment Objective   Investment Objective   Investment Objective   Investment Objective  Investment Objective
 and Principal          and Principal          and Principal          and Principal         and Principal
 Strategies: The        Strategies: The        Strategies: The        Strategies: The       Strategies: The
 Portfolio seeks to     Portfolio seeks        Portfolio seeks        Portfolio seeks       Portfolio seeks
 provide investors      above-average total    growth of capital      long-term growth of   capital
 with long-term         return over a market   over time. The         capital. The          appreciation. Under
 growth of capital      cycle of three to      Portfolio invests in   Portfolio invests     normal
 and income; current    five years. The        common stocks,         the majority of its   circumstances, the
 income is a            Portfolio invests      bonds, derivatives     assets in equity      Portfolio invests a
 secondary objective.   primarily in common    and cash equivalents   securities issued     least 80% of its
 The Portfolio          stocks of companies    in varying             by large companies.   total assets in
 normally invests at    with larger            percentages based on   The Portfolio may     equity securities
 least 65% of its net   capitalizations. The   the advisers' views    invest in companies   that are trading at
 assets in equity       Portfolio emphasizes   of relative values.    of any size and       a discount to their
 securities of large    a value style of       The Portfolio also     also may invest in    long term earnings
 cap companies with     investing seeking      may invest in          foreign securities,   power. The Portfolio
 value                  well established       foreign securities     debt securities,      generally invests in
 characteristics. The   companies that         and government and     including             large-cap companies.
 Portfolio may invest   appear undervalued.    corporate bonds. The   government            The Portfolio may
 in common and          The Portfolio also     Portfolio may invest   securities, and       invest in common
 preferred stock. The   may invest, to a       up to 100% of its      derivatives. In       stock, preferred
 Portfolio also may     limited extent, in     assets in debt         addition, the         stock and securities
 invest in investment   foreign equity         securities, but will   Portfolio may         convertible into
 grade fixed income     securities and,        only do so if, in      invest in preferred   common stock. The
 securities, American   without limit, in      the judgment of the    securities and        Portfolio also may
 Depositary Receipts    securities of          adviser, equity        convertible           invest up to 20% of
 (``ADRs'') and up to   foreign companies      securities are not     securities. The       its assets in U.S.
 20% of its net         listed on a U.S.       attractive             adviser seeks to      Government
 assets in foreign-     national exchange.     investments.           acquire companies     securities and
 traded securities.     In addition, the                              with durable          investment grade
 In addition, the       Portfolio may invest                          business models       securities of
 Portfolio may invest   in investment grade                           that can be           domestic
 in derivatives, U.S.   debt securities,                              purchased at          corporations and up
 government             U.S. government                               attractive            to 10% of its assets
 securities and         securities,                                   valuations in         in foreign equity or
 convertible            convertible                                   relation to their     debt securities. In
 securities.            securities and                                intrinsic value.      addition, the
                        derivatives.                                                        Portfolio may invest
                                                                                            in derivatives.

[[Page 41539]]


Principal Risks:       Principal Risks:       Principal Risks:       Principal Risks:      Principal Risks:
 Equity Risk,           Asset Class Risk,      Asset Allocation       Company Risk,         Adviser Selection
 Industry and Sector    Equity Risk, Market    Risk, Credit Risk,     Financial Service     Risk, Asset Class
 Risk, Investment       Risk, Security Risk,   Currency Risk,         Risk, Foreign         Risk, Convertible
 Style Risk, Market     Small-Cap Company      Derivatives Risk,      Country Risk,         Securities Risk,
 Risk, Security Risk,   Risk, Value            Emerging Markets       Headline Risk,        Derivatives Risk,
 Security Selection     Investing Risk.        Risk, Fixed Income     Market Risk,          Equity Risk, Fixed
 Risk.                                         Risk, Issuer Risk,     Selection Risk.       Income Risk, Foreign
                                               Leveraging Risk,                             Securities Risk
                                               Liquidity Risk,                              (also known as
                                               Management Risk,                             currency risk and
                                               Market Risk,                                 emerging markets
                                               Mortgage Risk, Value                         risk, or foreign
                                               Securities Risk.                             country risk),
                                                                                            Investment Grade
                                                                                            Securities Risk,
                                                                                            Interest Rate Risk,
                                                                                            Leveraging Risk,
                                                                                            Market Risk,
                                                                                            Security Selection
                                                                                            Risk (also known as
                                                                                            selection risk),
                                                                                            Security Risk (also
                                                                                            known as issuer risk
                                                                                            or company risk),
                                                                                            Value Investing Risk
                                                                                            (also known as
                                                                                            investment style
                                                                                            risk or value
                                                                                            securities risk).
----------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolios             ------------------------------------
------------------------------------
   5. T. Rowe Price Equity Income      EQ/Boston Advisors Equity Income
             Portfolio                   Portfolio (Class IA shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks to   Strategies: The Portfolio seeks a
 provide substantial dividend         combination of growth and income
 income as well as long-term growth   to achieve an above-average and
 of capital. The Portfolio will       consistent total return. Under
 normally invest at least 80% of      normal circumstances, the
 its net assets in common stocks,     Portfolio invests as least 80% of
 with 65% in common stocks of well-   its net assets, plus borrowings
 established companies paying above   for investment purposes, in equity
 average dividends. The Portfolio     securities. The Portfolio
 also may invest in convertible       primarily invests in dividend-
 securities, foreign securities and   paying common stocks of U.S. large
 derivatives. The Portfolio           capitalization companies, but also
 typically employs a value approach   may invest in small- and mid-cap
 in selecting investments.            companies. The Portfolio also may
Principal Risks: Derivatives Risk,    invest in convertible securities,
 Equity Risk, Fixed Income Risk,      foreign securities and
 Foreign Securities Risk, Interest    derivatives. The Adviser focuses
 Rate Risk, Market Risk, Security     primarily on companies that offer
 Risk, Security Selection Risk,       the potential for capital
 Value Investing Risk.                appreciation combined with an
                                      above market level of dividend
                                      income.
                                     Principal Risks: Adviser Selection
                                      Risk, Asset Class Risk,
                                      Convertible Securities Risk,
                                      Equity Risk, Market Risk, Security
                                      Risk, Security Selection Risk,
                                      Small-Cap and Mid-Cap Company
                                      Risk.
------------------------------------------------------------------------


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolio              ------------------------------------
------------------------------------
    6. AIM V.I. Basic Value Fund       EQ/BlackRock Basic Value Equity
         (Series I shares)               Portfolio (Class IB shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks      Strategies: The Portfolio seeks
 long-term growth of capital. The     capital appreciation and,
 Portfolio normally invests at        secondarily, income. Under normal
 least 65% of its total assets in     circumstances, the Portfolio
 equity securities of large- and      invests at least 80% of its net
 mid-cap U.S. issuers and that the    assets, plus borrowings for
 portfolio managers believe to be     investment purposes, in equity
 undervalued in relation to long-     securities. The Portfolio invests
 term earning power or other          primarily in equity securities the
 factors. The Portfolio also may      Adviser believes are undervalued.
 invest up to 30% of its total        The Portfolio focuses its
 assets in equity securities of       investments on large-cap
 small-cap U.S. issuers and may       companies, but also may invest in
 invest in investment grade non-      small- and mid-capitalization
 convertible debt securities, U.S.    companies. The Portfolio also may
 government securities and high-      invest, to a limited extent, in
 quality money market issuers, all    investment grade debt securities
 of which are issued by U.S.          and U.S. government securities and
 issuers. In addition, the            up to 25% of its total assets in
 Portfolio may invest up to 25% of    foreign securities.
 its total assets in foreign         Principal Risks: Adviser Selection
 securities.                          Risk, Asset Class Risk,
Principal Risks: Equity Risk,         Derivatives Risk, Equity Risk,
 Foreign Securities Risk, Market      Foreign Securities Risk, Market
 Risk, Security Risk, Security        Risk, Security Selection Risk,
 Selection Risk, Small-Cap Company    Security Risk, Small-Cap and Mid-
 Risk, Value Investing Risk.          Cap Company Risk, Value Investing
                                      Risk.
------------------------------------------------------------------------


[[Page 41540]]


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolio              ------------------------------------
------------------------------------
 7. Dreyfus Appreciation Portfolio    EQ/AllianceBernstein Common Stock
          (Initial shares)               Portfolio (Class IA shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks      Strategies: The Portfolio seeks to
 long-term capital growth             achieve long-term growth of
 consistent with preservation of      capital. The Portfolio generally
 capital. The Portfolio normally      invests at least 80% of its net
 invests at least 80% of its assets   assets, plus borrowing for
 in common stocks. The Portfolio      investment purposes, in common
 focuses on blue chip companies,      stocks. The Portfolio invests
 including multinational companies.   primarily in common stocks listed
 The adviser may utilize both         on national securities exchanges,
 growth and value investing styles.   but smaller amounts may be
Principal Risks: Blue Chip Risk,      invested in stocks that are traded
 Foreign Investment Risk, Issuer      over-the-counter. The Portfolio
 Risk, Market Risk, Market Sector     generally will not invest more
 Risk.                                than 20% of its total assets in
                                      foreign securities. The adviser
                                      may utilize both growth and value
                                      investing styles.
                                     Principal Risks: Adviser Selection
                                      Risk, Asset Class Risk (also known
                                      as market risk or market sector
                                      risk), Convertible Securities
                                      Risk, Equity Risk (also known as
                                      issuer risk), Foreign Securities
                                      Risk (also known as foreign
                                      investment risk), Growth Investing
                                      Risk, Market Risk, Security Risk
                                      (also known as issuer risk),
                                      Security Selection Risk, Small-Cap
                                      and Mid-Cap Company Risk, Value
                                      Investing Risk.
------------------------------------------------------------------------


------------------------------------------------------------------------
        Substitution Number--Removed Portfolios            Replacement
-------------------------------------------------------     Portfolio
   8. Fidelity                                         -----------------
      Growth
  Opportunities                        10. Oppenheimer     EQ/Capital
    Portfolio       9. OpCap Equity   Main Street Fund/     Guardian
  (Initial Class       Portfolio         VA (Service        Research
    shares and                             shares)      Portfolio (Class
  Service Class                                            IA shares)
     shares)
------------------------------------------------------------------------
Investment         Investment         Investment        Investment
 Objective and      Objective and      Objective and     Objective and
 Principal          Principal          Principal         Principal
 Strategies: The    Strategies: The    Strategies: The   Strategies: The
 Portfolio seeks    Portfolio seeks    Portfolio seeks   Portfolio seeks
 to provide         long term          high total        to achieve long-
 capital growth.    capital            return from       term growth of
 The Portfolio      appreciation.      equity and debt   capital. The
 normally invests   Under normal       securities. The   Portfolio
 primarily in       conditions, the    Portfolio         invests
 common stocks.     Portfolio          currently         primarily
 The Portfolio      invests at least   invests mainly    (generally at
 may invest in      80% of its net     in common         least 65% of
 securities of      assets, plus       stocks of U.S.    its assets) in
 foreign issuers    borrowings for     companies of      equity
 in addition to     investment         different         securities of
 domestic           purposes, in       capitalization    U.S issuers and
 issuers. The       equity             ranges,           securities
 adviser is not     securities of      presently         whose principal
 constrained by     companies that     focusing on       markets are in
 any particular     the manager        large-            the United
 investment style   believes are       capitalization    States. The
 and may utilize    undervalued in     issuers. The      Portfolio
 both growth and    the marketplace.   Portfolio may     invests
 value investing    The Portfolio      also buy debt     primarily in
 styles.            may invest in      securities such   common stocks
Principal Risks:    foreign            as bonds and      of large-cap
 Foreign Exposure   securities and     debentures, but   companies. The
 Risk, Issuer-      invests in         does not          Portfolio may
 Specific           equity             currently         invest up to
 Changes, Stock     securities         emphasize these   15% of its
 Market             listed on U.S.     investments. In   total assets in
 Volatility Risk.   or foreign         addition, the     securities of
                    securities         Portfolio may     issuers outside
                    exchanges or       invest in         of the U.S. and
                    traded in over-    foreign           not included in
                    the-counter        securities        the S&P 500.
                    markets.           without limit,    The Adviser
                   Principal Risks:    however, the      seeks to invest
                    Credit Risk,       Portfolio does    in stocks whose
                    Equity Risk,       not currently     prices are not
                    Issuer Risk,       expect to have    excessive
                    Leveraging Risk,   substantial       relative to
                    Liquidity Risk,    investments in    book value or
                    Management Risk,   such              in companies
                    Market Risk,       securities.       whose asset
                    Value Securities  Principal Risks:   values are
                    Risk.              Asset Class       understated.
                                       Risk, Equity     Principal Risks:
                                       Risk, Fixed       Adviser
                                       Income Risk,      Selection Risk,
                                       Interest Rate     Asset Class
                                       Risk, Market      Risk, Equity
                                       Risk, Security    Risk (also
                                       Risk, Security    known as issuer-
                                       Selection Risk,   specific
                                       Small-Cap and     changes risk),
                                       Mid-Cap Company   Foreign
                                       Risk.             Securities Risk
                                                         (also known as
                                                         foreign
                                                         exposure risk),
                                                         Market Risk
                                                         (also known as
                                                         stock-market
                                                         volatility
                                                         risk), Security
                                                         Selection Risk
                                                         (also known as
                                                         management
                                                         risk), Security
                                                         Risk (also
                                                         known as issuer-
                                                         specific
                                                         changes risk or
                                                         issuer risk),
                                                         Small-Cap and
                                                         Mid-Cap Company
                                                         Risk.
------------------------------------------------------------------------


[[Page 41541]]


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolio              ------------------------------------
------------------------------------
  11. AIM V.I. Mid Cap Core Equity    EQ/FI Mid Cap Portfolio (Class IA
      Fund  (Series I shares)                      shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks      Strategies: The Portfolio seeks
 long-term growth of capital.         long-term growth of capital. The
 Normally, the Portfolio invests at   Portfolio normally invests at
 least 80% of its net assets, plus    least 80% of its net assets, plus
 the amount of any borrowing for      any borrowings for investment
 investment purposes, in equity       purposes, in common stocks of
 securities, including convertible    companies with medium market
 securities, of mid-capitalization    capitalizations. The Portfolio may
 companies. In selecting              also invest in companies with
 investments, the adviser seeks to    smaller or larger market
 identify those companies that are,   capitalization and securities of
 in its view, undervalued relative    foreign issuers. The Portfolio is
 to current or projected earnings.    not constrained by any particular
 The Portfolio may invest up to 20%   investment style and may buy
 of its assets in equity securities   growth-oriented or value-oriented
 of companies in other market         stock or a combination of both.
 capitalization ranges. The           While the Portfolio does not have
 Portfolio may also invest up to      a stated limit with respect to
 20% of its assets in investment      investments in securities of
 grade debt securities, U.S.          foreign issuers, from January 1,
 Government securities and high       2004 through December 31, 2006,
 quality money market instruments     the Portfolio generally has
 and 25% of its total assets in       invested between 10-20% of its net
 foreign securities. In addition,     assets in such securities. In
 the Portfolio may invest in          addition, the Portfolio may invest
 derivatives.                         in derivatives and up to 20% of
Principal Risks: Equity Risk,         its net assets in investment grade
 Foreign Securities Risk, Market      debt securities and U.S.
 Risk, Security Risk, Security        Government securities.
 Selection Risk.                     Principal Risks: Adviser Selection
                                      Risk, Asset Class Risk,
                                      Derivatives Risk, Equity Risk,
                                      Foreign Securities Risk, Growth
                                      Investing Risk, Market Risk,
                                      Portfolio Turnover Risk, Security
                                      Risk, Security Selection Risk,
                                      Small-Cap and Mid-Cap Company
                                      Risk, Value Investing Risk.
------------------------------------------------------------------------


------------------------------------------------------------------------
     Substitution Number--Removed Portfolios       Replacement Portfolio
------------------------------------------------------------------------
   12. Alger American     13. MFS Mid Cap Growth   EQ/Van Kampen Mid Cap
MidCap Growth Portfolio   Series (Initial Class      Growth Portfolio
    (Class O shares)             shares)             (Class IA shares)
------------------------------------------------------------------------
Investment Objective     Investment Objective     Investment Objective
 and Principal            and Principal            and Principal
 Strategies: The          Strategies: The          Strategies: The
 Portfolio seeks long-    Portfolio seeks long-    Portfolio seeks
 term capital             term growth of           capital growth. Under
 appreciation. Under      capital. Under normal    normal circumstances,
 normal circumstances,    circumstances, the       the Portfolio invests
 the portfolio invests    Portfolio invests at     at least 80% of its
 at least 80% of its      least 80% of its net     net assets, plus
 net assets in the        assets in common         borrowings for
 equity securities of     stocks and related       investment purposes,
 mid-cap companies at     securities, of           in securities of
 the time of              companies with medium    medium-sized
 investment. The          market capitalization    companies at the time
 Portfolio also may       which the Portfolio's    of investment. The
 invest in equity         adviser believes have    Portfolio primarily
 securities of small-     above-average growth     invests (generally at
 and large-cap            potential. The           least 65% of its
 companies. The           Portfolio also may       assets) in equity
 Portfolio focuses on     invest, to a limited     securities and may
 mid-sized companies      extent, in investment    also invest in equity
 the adviser believes     grade debt securities,   securities of small-
 demonstrate promising    up to 10% in lower       and large-cap
 growth potential. The    rated bonds and up to    companies. The
 Portfolio may invest     20% in foreign           Adviser seeks to
 in derivatives,          securities, including    invest in high
 convertible securities   emerging markets         quality companies it
 and up to 20% of its     securities. In           believes have
 total assets in          addition, the            sustainable
 foreign securities.      Portfolio may invest     competitive
Principal Risks:          in convertible           advantages and the
 Derivatives Risk,        securities and           ability to redeploy
 Equity Risk, Growth      derivatives.             capital at high rates
 Investing Risk,         Principal Risks:          of return. The
 Liquidity Risk, Market   Emerging Markets Risk,   Portfolio also may
 Risk, Mid-Cap Company    Foreign Securities       invest in debt
 Risk, Security Risk,     Risk, Market Risk, Mid-  securities of various
 Security Selection       Cap Growth Company       maturities considered
 Risk.                    Risk, Over-the-Counter   investment grade and
                          Risk, Short Sales        up to 5% of its net
                          Risk.                    assets in convertible
                                                   securities below
                                                   investment grade. In
                                                   addition, the
                                                   Portfolio may invest
                                                   in derivatives and up
                                                   to 25% of its total
                                                   assets in foreign
                                                   issuers, including
                                                   issuers in emerging
                                                   markets.
                                                  Principal Risks:
                                                   Adviser Selection
                                                   Risk, Asset Class
                                                   Risk, Convertible
                                                   Securities Risk,
                                                   Currency Risk,
                                                   Derivatives Risk,
                                                   Emerging Markets
                                                   Risk, Equity Risk,
                                                   Foreign Securities
                                                   Risk, Fixed Income
                                                   Risk, Investment
                                                   Grade Securities
                                                   risk, Junk Bond or
                                                   Lower Rated
                                                   Securities Risk,
                                                   Growth Investing Risk
                                                   (also known as mid-
                                                   cap growth company
                                                   risk), Market Risk,
                                                   Security Risk,
                                                   Security Selection
                                                   Risk, Small-Cap and
                                                   Mid-Cap Company Risk
                                                   (also known as mid-
                                                   cap growth company
                                                   risk).
------------------------------------------------------------------------


[[Page 41542]]


------------------------------------------------------------------------
     Substitution Number--Removed Portfolios       Replacement Portfolio
------------------------------------------------------------------------
 14. Dreyfus Small Cap                            EQ/Small Company Index
 Stock Index Portfolio     15. OpCap Small Cap      Portfolio (Class IA
    (Service shares)            Portfolio                 shares)
------------------------------------------------------------------------
Investment Objective     Investment Objective     Investment Objective
 and Principal            and Principal            and Principal
 Strategies: The          Strategies: The          Strategies: The
 Portfolio seeks to       Portfolio seeks          Portfolio seeks to
 match the performance    capital appreciation.    replicate as closely
 of the S&P SmallCap      Under normal             as possible the total
 600 Index. The           circumstances, the       return of the Russell
 Portfolio invests in a   Portfolio invests at     2000. Under normal
 representative sample    least 80% of its net     circumstances, the
 of stocks included in    assets, plus             Portfolio invests at
 the S&P SmallCap 600     borrowings for           least 80% of its net
 Index. The Portfolio     investment purposes,     assets, plus
 may also invest in       in equity securities     borrowing for
 derivatives and, to a    of small-cap companies   investment purposes,
 limited extent, in       that the adviser         in equity securities
 short-term debt          believes are             of small-cap
 securities.              undervalued in the       companies included in
Principal Risks:          marketplace. The         the Russell 2000. The
 Derivatives Risk,        Portfolio's benchmark    Portfolio may also
 Indexing Strategy        is the Russell 2000      invest in derivatives
 Risk, Issuer Risk,       Index (``Russell         and, to a limited
 Market Risk, Small and   2000''). The Portfolio   extent, in short-term
 Midsize Company Risk     also may invest in       debt securities.
                          securities issued in    Principal Risks:
                          an IPO, foreign          Adviser Selection
                          securities,              Risk, Asset Class
                          derivatives and, to a    Risk, Derivatives
                          limited extent, in       Risk, Equity Risk,
                          short-term debt          Index-Fund Risk (also
                          securities.              known as indexing
                         Principal Risks: Credit   strategy risk),
                          Risk, Issuer Risk,       Liquidity Risk,
                          Leveraging Risk,         Market Risk (also
                          Liquidity Risk,          known as issuer
                          Management Risk,         risk), Security Risk
                          Market Risk, Small       (also known as issuer
                          Company Risk, Value      risk), Small-Cap
                          Securities Risk.         Company Risk (also
                                                   known as small
                                                   company risk).
------------------------------------------------------------------------


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolios             ------------------------------------
------------------------------------
    16. MFS New Discovery Series        EQ/AllianceBernstein Small Cap
       (Initial Class shares)        Growth Portfolio  (Class IA shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks      Strategies: The Portfolio seeks to
 capital appreciation. Under normal   achieve long-term growth of
 market conditions, the Portfolio     capital. Under normal
 invests at least 65% of its net      circumstances, the Portfolio
 assets in equity securities of       invests at least 80% of its net
 emerging growth companies. While     assets, plus borrowing for
 emerging growth companies may be     investment purposes, in securities
 of any size, the Portfolio           of small capitalization companies.
 generally focuses on small           The Portfolio invests primarily in
 capitalization companies. The        U.S. common stocks and other
 Portfolio invests in common stocks   equity-type securities issued by
 and other equity securities, such    smaller companies with favorable
 as convertible securities. The       growth prospects. The Portfolio
 adviser looks to invest in           may also invest in convertible
 companies that offer superior        securities, investment grade
 growth prospects. The Portfolio      corporate fixed income securities
 also may invest in investment        and up to 20% of its assets in
 grade corporate fixed income         foreign securities.
 securities and up to 20% of its     Principal Risks: Adviser Selection
 assets in foreign securities         Risk, Asset Class Risk,
Principal Risks: Active and           Convertible Securities Risk,
 Frequent Trading Risk, Company       Equity Risk, Growth Investing
 Risk, Emerging Growth Companies      Risk, Liquidity Risk, Market Risk,
 Risk, Foreign Securities Risk,       Portfolio Turnover Risk (also
 Market Risk, Over-the-Counter        known as active and frequent
 Risk, Small Capitalization           trading risk), Securities Risk
 Companies Risk, Short Sales Risk     (also known as company risk),
                                      Security Selection Risk, Small-Cap
                                      Company Risk (also known as small
                                      capitalization companies risk).
------------------------------------------------------------------------


[[Page 41543]]


------------------------------------------------------------------------
        Substitution Number--Removed Portfolios            Replacement
-------------------------------------------------------     Portfolio
    17. Janus                                          -----------------
  Flexible Bond     18. PIMCO Total     19. Universal
    Portfolio       Return Portfolio   Core Plus Fixed  EQ/JPMorgan Core
  (Institutional    (Administrative   Income Portfolio   Bond Portfolio
   and Service          shares)       (Class I shares)      (Class IA
     shares)                                                 shares)
------------------------------------------------------------------------
Investment         Investment         Investment        Investment
 Objective and      Objective and      Objective and     Objective and
 Principal          Principal          Principal         Principal
 Strategies: The    Strategies: The    Strategies: The   Strategies: The
 Portfolio seeks    Portfolio seeks    Portfolio seeks   Portfolio seeks
 to obtain          maximum total      above average     to provide a
 maximum total      return,            total return      high total
 return,            consistent with    over a market     return
 consistent with    preservation of    cycle of three    consistent with
 preservation of    capital and        to five years.    moderate risk
 capital. Under     prudent            Under normal      to capital and
 normal             investment         circumstances,    maintenance of
 circumstances,     management.        at least 80% of   liquidity.
 the Portfolio      Under normal       the Portfolio's   Under normal
 invests at least   circumstances,     assets are        circumstances,
 80% of its         the Portfolio      invested in       the Portfolio
 assets, plus the   invests at least   fixed income      invest at least
 amount of any      65% of its total   securities. The   80% of its net
 borrowings for     assets in a        Portfolio         assets, plus
 investment         diversified        invests           borrowings for
 purposes, in       portfolio of       primarily in a    investment
 bonds. The         fixed income       diversified mix   purposes, in
 Portfolio will     instruments of     of dollar         investment
 invest at least    varying            denominated       grade debt
 65% of its         maturities. The    investment        securities. The
 assets in          Portfolio          grade fixed       Portfolio
 investment grade   invests            income            invests in
 debt securities.   primarily in       securities,       broad sectors
 The types of       investment grade   including U.S.    of fixed income
 bonds the          debt securities.   government,       securities,
 Portfolio          The Portfolio      corporate and     including U.S.
 invests in         may invest up to   mortgage          Government and
 include            30% of its total   securities. The   agency
 government         assets in          Portfolio also    securities,
 bonds, corporate   securities         may invest in     corporate
 bonds and          denominated in     foreign           securities and
 mortgage-backed    foreign            securities and    mortgage-backed
 bonds. Within      currencies, and    derivatives.      securities. The
 the parameters     may invest        Principal Risks:   Portfolio also
 of its specific    beyond this        Credit Risk,      may invest in
 investment         limit in U.S.      Fixed Income      derivatives and
 policies, the      dollar-            Risk, High-       up to 25% of
 Portfolio also     denominated        Yield             its assets in
 may invest,        securities of      Securities        securities of
 without limit,     foreign issuers.   Risk, Interest    foreign
 in foreign debt    The Portfolio      Rate Risk,        issuers.
 and equity         may also invest    Market Risk,     Principal Risks:
 securities. In     in derivatives.    Mortgage-Backed   Adviser
 addition, the     Principal Risks:    Securities        Selection Risk,
 Portfolio may      Credit Risk,       Risk.             Asset-Backed
 invest in          Currency Risk,                       Securities
 derivatives.       Derivatives                          Risk, Asset
Principal Risks:    Risk, Foreign                        Class Risk,
 Credit Risk,       (Non-U.S.)                           Credit Risk,
 Fixed Income       Investment Risk,                     Derivatives
 Risk, Foreign      High Yield Risk,                     Risk, Fixed
 Securities Risk,   Interest Rate                        Income Risk,
 Interest Rate      Risk, Issuer                         Foreign
 Risk High-Yield    Risk, Leveraging                     Securities
 Securities Risk.   Risk, Liquidity                      Risk, Interest
                    Risk, Management                     Rate Risk,
                    Risk, Market                         Investment
                    Risk, Mortgage                       Grade
                    Risk.                                Securities
                                                         Risk, Liquidity
                                                         Risk, Market
                                                         Risk, Mortgage-
                                                         Backed
                                                         Securities
                                                         Risk, Portfolio
                                                         Turnover Risk,
                                                         Security Risk,
                                                         Security
                                                         Selection Risk.
------------------------------------------------------------------------


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolio              ------------------------------------
------------------------------------     EQ/Lord Abbett Mid Cap Value
  20. OpCap Renaissance Portfolio        Portfolio (Class IA shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks      Strategies: The Portfolio seeks
 long term capital appreciation and   capital appreciation. Under normal
 income. Under normal market          circumstances, the Portfolio
 conditions, the Portfolio invests    invests at least 80% of its net
 at least 65% of its assets in        assets, plus borrowings for
 common stocks of companies that      investment purposes, in equity
 the adviser believes are trading     securities of mid-sized companies.
 below their intrinsic values and     In selecting investments, the
 whose business fundamentals are      Adviser uses a value approach. The
 expected to improve. The Portfolio   Portfolio also may invest up to
 typically invests in mid-cap         10% of its net assets in foreign
 companies. The Portfolio also may    securities, except that the
 invest in derivatives and up to      Portfolio may invest without limit
 15% in foreign securities, except    in ADRs and similar depositary
 that the Portfolio may invest        receipts. In addition, the
 without limit in securities of       Portfolio may invest in
 foreign issuers that are traded in   derivatives.
 U.S. markets, including ADRs).      Principal Risks: Adviser Selection
Principal Risks: Credit Risk          Risk, Asset Class Risk,
 Derivatives Risk Issuer Risk,        Convertible Securities Risk,
 Leveraging Risk, Liquidity Risk,     Derivatives Risk, Equity Risk
 Management Risk, Market Risk,        (also known as issuer risk),
 Value Securities Risk.               Futures and Options Risk, Market
                                      Risk, Mid-Cap Company Risk,
                                      Security Risk (also known as
                                      issuer risk), Security Selection
                                      Risk (also known as management
                                      risk), Value Investing Risk (also
                                      known as value securities risk).
------------------------------------------------------------------------


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolio              ------------------------------------
------------------------------------
   21. T. Rowe Price New America          EQ/Capital Guardian Growth
          Growth Portfolio               Portfolio (Class IA shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks      Strategies: The Portfolio seeks
 long-term capital growth. The        long-term growth of capital. The
 Portfolio invests at least 65% of    Portfolio normally will be
 its total assets in common stocks    invested primarily in common
 of U.S. companies operating in       stocks, or securities convertible
 those sectors of the economy that    or exchangeable into common
 the adviser believes are the         stocks, of large-cap companies.
 fastest growing or have the          The Portfolio invests primarily in
 greatest growth potential. The       equity securities of U.S. issuers
 Portfolio may invest in companies    and securities whose principal
 of any market capitalization and     markets are in the U.S., including
 may also invest in convertible       ADRs. The Adviser seeks to invest
 securities and foreign securities.   in securities that exhibit one or
Principal Risks: Asset Class Risk,    more growth characteristics
 Equity Risk, Foreign Securities      relative to the U.S. market.
 Risk, Growth Investing Risk,        Principal Risks: Adviser Selection
 Market Risk, Security Risk,          Risk, Asset Class Risk,
 Security Selection Risk, Small-Cap   Convertible Securities Risk,
 Company Risk.                        Equity Risk, Foreign Securities
                                      Risk, Growth Investing Risk,
                                      Market Risk, Security Selection
                                      Risk, Security Risk, Small-Cap and
                                      Mid-Cap Company Risk.
------------------------------------------------------------------------


[[Page 41544]]


------------------------------------------------------------------------
    Substitution Number--Removed            Replacement Portfolio
             Portfolio              ------------------------------------
------------------------------------
   22. Universal U.S. Real Estate    EQ/Van Kampen Real Estate Portfolio
  Portfolio (Class I and Class II       (Class IA and Class IB shares)
              shares)
------------------------------------------------------------------------
Investment Objective and Principal   Investment Objective and Principal
 Strategies: The Portfolio seeks to   Strategies: The Portfolio seeks to
 provide above average current        provide above average current
 income and long-term capital         income and long-term capital
 appreciation by investing            appreciation. Under normal
 primarily in equity securities of    circumstances, the Portfolio will
 companies in the U.S. real estate    invest at least 80% of its net
 industry, including real estate      assets, plus borrowings for
 investment trusts (``REITs'').       investment purposes, in equity
 Under normal circumstances, at       securities of companies in the
 least 80% of the Portfolio's         real estate industry, including
 assets will be invested in equity    REITs. The Portfolio also may
 securities of companies in the       invest in foreign securities. The
 U.S. real estate industry. The       Portfolio focuses on REITs, as
 Portfolio also has the flexibility   well as real estate operating
 to invest up to 20% of its net       companies that invest in a variety
 assets in foreign securities. The    of property types and regions. The
 Portfolio focuses on REITs as well   Adviser's approach emphasizes
 as real estate operating companies   bottom-up stock selection with a
 that invest in a variety of          top-down asset allocation overlay.
 property types and regions. The     Principal Risks: Adviser Selection
 adviser's approach emphasizes        Risk, Asset Class Risk,
 bottom-up stock selection with a     Convertible Securities Risk,
 top-down asset allocation overlay.   Derivatives Risk, Equity Risk,
Principal Risks: Equity Risk,         Focused Portfolio Risk, Foreign
 Focused Portfolio Risk, Market       Securities Risk, Market Risk, Non-
 Risk, Non-Diversification Risk,      Diversification Risk, Real Estate
 Real Estate Risk, Security Risk.     Investing Risk (also known as real
                                      estate risk), Security Risk,
                                      Security Selection Risk, Value
                                      Investing Risk.
------------------------------------------------------------------------


------------------------------------------------------------------------
        Substitution Number--Removed Portfolios            Replacement
-------------------------------------------------------     Portfolio
                                         25. T. Rowe   -----------------
    23. Alger        24. MFS Total     Price Personal
American Balanced    Return Series        Strategy       Franklin Income
 Portfolio (Class    (Initial Class       Balanced       Securities Fund
    O shares)           shares)           Portfolio     (Class 2 shares)
------------------------------------------------------------------------
Investment         Investment         Investment        Investment
 Objective and      Objective and      Objective and     Objective and
 Principal          Principal          Principal         Principal
 Strategies: The    Strategies: The    Strategies: The   Strategies: The
 Portfolio seeks    Portfolio seeks    Portfolio seeks   Portfolio seeks
 current income     above-average      the highest       to maximize
 and long-term      income             total return      income while
 capital            consistent with    over time         maintaining
 appreciation.      prudent            consistent with   prospects for
 Under normal       employment of      an emphasis on    capital
 circumstances,     capital. Under     both capital      appreciation.
 the Portfolio      normal market      appreciation      Under normal
 invests at least   conditions, the    and income. The   market
 25% of its net     Portfolio          Portfolio         conditions, the
 assets in fixed-   invests at least   invests in a      Portfolio
 income             40% of its net     diversified       invests in both
 securities and     assets in common   portfolio         debt and equity
 at least 25% of    stocks and         typically         securities. The
 its net assets     related            consisting of     Portfolio may
 in equity          securities and     approximately     invest a
 securities. Most   at least 25% of    60% stocks, 30%   significant
 of the             its net assets     bonds and 10%     amount of its
 Portfolio's        in non-            money market      total assets in
 fixed income       convertible        instruments.      debt securities
 investments are    fixed income       The Portfolio     that are either
 concentrated in    securities. The    also invests at   rated below
 investment grade   Portfolio may      least 25% of      investment
 securities. The    invest up to 20%   its total         grade, or if
 Portfolio may      of its assets in   assets in         unrated,
 also invest up     lower rated debt   senior fixed-     determined to
 to 10% of its      securities and     income            be of
 net assets in      up to 20% of its   securities. In    comparable
 lower-rated        assets in          addition, the     quality by the
 securities. In     foreign            Portfolio         Portfolio's
 addition, the      securities. In     invests in both   adviser (also
 Portfolio          addition, the      growth and        known as junk
 invests            Portfolio may      value stocks.     bonds). The
 primarily in       invest in          The Portfolio     Portfolio may
 growth stocks.     convertible        also may invest   also invest in
 The Portfolio      securities and     in lower rated    convertible
 may also invest    derivatives.       debt              securities. The
 in derivatives,   Principal Risks:    securities,       adviser seeks
 convertible        Allocation Risk,   foreign           to invest in
 securities and     Convertible        securities and    undervalued or
 up to 20% of its   Securities Risk,   derivatives.      out-of-favor
 assets in          Credit Risk,      Principal Risks:   securities it
 foreign            Foreign            Bond Risk,        believes offer
 securities.        Securities Risk,   Credit Risk,      opportunities
Principal Risks:    Interest Rate      Derivatives       for income
 Credit Risk,       Risk, Junk Bond    Risk, Foreign     today and
 Derivatives        Risk, Liquidity    Securities        growth
 Risk, Fixed        Risk, Market       Risk, Interest    tomorrow. In
 Income             Risk, Maturity     Rate Risk,        addition, the
 Securities Risk,   Risk, Mortgage-    Stock Risk.       Portfolio may
 Growth Stock       Backed and Asset-                    invest in
 Risk, Interest     Backed                               derivatives and
 Rate Risk, Lower   Securities Risk,                     a small portion
 Rate Securities    Undervalued                          of its assets
 Risk, Market       Securities Risk.                     in foreign
 Risk, Mortgage-                                         securities.
 Backed and Asset-                                      Principal Risks:
 Backed                                                  Convertible
 Securities Risk,                                        Securities
 Stock Risk.                                             Risk, Credit
                                                         Risk, Foreign
                                                         Securities
                                                         Risk, Income
                                                         Risk, Interest
                                                         Rate Risk,
                                                         Stocks Risk,
                                                         Value Style
                                                         Investing Risk.
------------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------
                                                                Replacement Portfolio
                                  ---------------------------------------------------------------------------------
                                                                                                         Fidelity
                                                                                                        Contrafund
                                                                                                         Portfolio
   Substitution Number--Removed      26. Fidelity Growth Portfolio                                       (Initial
            Portfolios             (Initial Class shares and Service     27. Universal Equity Growth       Class
                                             Class shares)               Portfolio (Class I shares)     shares and
                                                                                                          Service
                                                                                                           Class
                                                                                                          shares)
------------------------------------------------------------------------------------------------------ ------------
Investment Objective and           Investment Objective and           Investment Objective and
 Principal Strategies: The          Principal Strategies: The          Principal Strategies: The
 Portfolio seeks capital            Portfolio seeks long-term          Portfolio seeks long-term
 appreciation. The Portfolio        capital appreciation. Under        capital appreciation. The
 normally invests primarily in      normal circumstances, at least     Portfolio normally invests
 common stocks. The adviser         80% of the Portfolio's assets      primarily in common stocks. The
 invests the Portfolio's assets     will be invested in equity         Portfolio may invest in growth
 in companies it believes have      securities. The Portfolio          or value stocks or a
 above-average growth potential.    invests primarily in growth-       combination of both. The
 The Portfolio may invest up to     oriented equity securities of      Portfolio also may invest in
 50% of its assets in foreign       U.S. and foreign companies. The    foreign securities and
 securities. The Portfolio may      Portfolio invests primarily in     derivatives.
 also invest in derivatives.        large-cap companies. The          Principal Risks: Foreign
Principal Risks: Foreign Exposure   Portfolio may also invest up to    Exposure Risk (also known as
 Risk, Issuer-Specific Risk,        25% of its assets in foreign       foreign securities risk),
 Growth Investing Risk, Stock       securities and may invest in       Issuer Specific Changes Risk
 Market Volatility Risk.            derivatives.                       (also known as security risk),
                                   Principal Risks: Equity Risk,       Stock Market Volatility Risk
                                    Foreign Securities Risk, Market    (also known as equity risk and
                                    Risk, Security Risk.               market risk).
----------------------------------------------------------------------------------------------------------------


[[Page 41545]]

    21. The section 26 Applicants also contend that the Substitutions 
are designed to provide Contract owners and participants with an 
opportunity to continue their investment in similar Portfolios without 
interruption and without any cost to them. In this regard, the 
Insurance Companies have agreed to bear all expenses incurred in 
connection with the Substitutions and related filings and notices, 
including legal, accounting, brokerage and other fees and expenses. On 
the effective date of the Substitutions, the amount of any Contract 
owner's or participant's Contract value or the dollar value of a 
Contract owner's or participant's investment in the relevant Contract 
will not change as a result of the Substitutions. In addition, the 
section 26 Applicants represent that the net expense ratios of the 
Replacement Portfolios are expected to be the same as or lower than 
those of the Removed Portfolios. A summary comparison of the fees and 
expenses, and asset size of the Portfolios involved in the 
Substitutions for fiscal year ended December 31, 2006, is set forth 
below.

1. Old Mutual Select Value Portfolio Replaced by EQ/AllianceBernstein 
Value Portfolio (Class IA Shares)

    As provided in the chart below, the Section 26 Applicants 
anticipate that the EQ/AllianceBernstein Value Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the Old Mutual 
Select Value Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                          EQ/AllianceBernstein
                                                               Old Mutual Select Value       Value Portfolio
                                                                 Portfolio (percent)            (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \3\..........................................                     0.75                      0.60
Rule 12b-1 Fee..............................................                     None                      None
Other Expenses..............................................                     0.21                      0.13
Total Annual Operating Expenses.............................                     0.96                  \4\ 0.73
Less Fee Waiver/Expense Reimbursement \5\...................                    (0.02)                    (0.03)
Net Annual Operating Expenses...............................                     0.94                     0.70
----------------------------------------------------------------------------------------------------------------
\3\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the first
  $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion; and
  0.525% thereafter. The management fee schedule for the Removed Portfolio on an annual basis is equal to 0.75%
  on less than $300 million; 0.70% on $300 million to less than $500 million; 0.65% on $500 million to less than
  $750 million; 0.60% on $750 million to less than $1.0 billion; 0.55% on $1.0 billion to less than $1.5
  billion; 0.50% on $1.5 billion to less than $2.0 billion; and 0.45% thereafter.
\4\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio. Effective May 1, 2006, each
  Portfolio of the Trust involved in the Substitutions pays an administration fee equal to $30,000 per year,
  plus its pro rata portion of the Trust's asset-based administration fee, which is equal to an annual rate of
  0.12% of the first $3 billion of total Trust average daily net assets (excluding certain series), 0.11% of the
  next $3 billion, 0.105% of the next $4 billion, 0.10% of the next $20 billion and 0.0975% thereafter. Prior to
  that date, the administration fee for each Portfolio of the Trust was equal to $30,000 per year, plus its pro
  rata portion of the Trust's asset-based administration fee, which was equal to an annual rate of 0.04% of the
  first $3 billion of total Trust average daily net assets (exclusive of certain series), 0.03% of the next $3
  billion, 0.025% of the next $4 billion, and 0.0225% thereafter.
\5\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management, administrative
  and other fees to limit the Portfolio's expenses through April 30, 2008 pursuant to an expense limitation
  agreement so that the Net Annual Operating Expenses of the Portfolio's Class IA shares do not exceed 0.70%.
  The manager of the Removed Portfolio has agreed to make payments or waive a portion of its management fee to
  limit Annual Operating Expenses of the Portfolio to 0.94%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $4.4 billion, while the assets of the Removed 
Portfolio were approximately $46.6 million.

2. Universal Value Portfolio (Class I Shares) Replaced by EQ/
AllianceBernstein Value Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/AllianceBernstein Value Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the Universal Value 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
immediately after the Substitution. Accordingly, the section 26 
Applicants represent that the Substitution will benefit Contract owners 
and participants by lowering the annual operating expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                          EQ/AllianceBernstein
                                                                   Universal Value           Value Portfolio
                                                                Portfolio  (percent)            (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \6\..........................................                     0.55                      0.60
Rule 12b-1 Fee..............................................                     None                      None
Other Expenses..............................................                     0.38                      0.13
Total Annual Operating Expenses.............................                     0.93                  \7\ 0.73
Less Fee Waiver/Expense Reimbursement \8\...................                    (0.08)                    (0.03)
Net Annual Operating Expenses...............................                     0.85                     0.70
----------------------------------------------------------------------------------------------------------------
\6\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the first
  $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion; and
  0.525% thereafter. The management fee schedule for the Removed Portfolio on an annual basis is equal to 0.55%
  of the first $500 million in assets; 0.50% from $500 million to $1 billion; 0.45% over $1 billion.
\7\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.

[[Page 41546]]


\8\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management, administrative
  and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an expense
  limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the Portfolio do not
  exceed 0.70%. The adviser of the Removed Portfolio has voluntarily agreed to reduce its advisory fee and/or
  reimburse the Portfolio so that annual operating expenses, excluding certain investment related expenses, will
  not exceed 0.85%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $4.4 billion, while the assets of the Removed 
Portfolio were approximately $70 million.

3. OpCap Managed Portfolio Replaced by EQ/AllianceBernstein Value 
Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/AllianceBernstein Value Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the OpCap Managed 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
immediately after the Substitution. Accordingly, the section 26 
Applicants represent that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.


----------------------------------------------------------------------------------------------------------------
                                                                                          EQ/AllianceBernstein
                                                                    OpCap Managed            Value Portfolio
                                                                 Portfolio (percent)            (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \9\...........................................                     0.80                     0.60
Rule 12b-1 Fee...............................................                     None                     None
Other Expenses...............................................                     0.15                     0.13
Total Annual Operating Expenses..............................                     0.95                \10\ 0.73
Less Fee Waiver/Expense Reimbursement \11\...................                     0.00                    (0.03)
Net Annual Operating Expenses................................                     0.95                    0.70
----------------------------------------------------------------------------------------------------------------
\9\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the first
  $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion; and
  0.525% thereafter. The Removed Portfolio's management fee schedule does not include breakpoints.
\10\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\11\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.70%. With respect to the Removed Portfolio, the investment adviser has agreed
  through December 31, 2015 reduce Annual Operating Expenses of the Removed Portfolio to the extent they would
  exceed 1.00% (net of any expenses offset by earnings credits from the custodian bank). Net Annual Operating
  Expenses do not reflect a reduction of custody expenses offset by custody credits earned on cash balances at
  the custodian bank.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $4.4 billion, while the assets of the Removed 
Portfolio were approximately $258 million.

4. Davis Value Portfolio Replaced by EQ/AllianceBernstein Value 
Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/AllianceBernstein Value Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the Davis Value 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
immediately after the Substitution. Accordingly, the section 26 
Applicants represent that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                          EQ/AllianceBernstein
                                                                Davis Value Portfolio        Value Portfolio
                                                                      (percent)                 (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \12\..........................................                     0.75                     0.60
Rule 12b-1 Fee \13\..........................................                     None                     None
Other Expenses...............................................                     0.06                     0.13
Total Annual Operating Expenses..............................                     0.81                \14\ 0.73
Less Fee Waiver/Expense Reimbursement \15\...................                      N/A                    (0.03)
Net Annual Operating Expenses................................                     0.81                    0.70
----------------------------------------------------------------------------------------------------------------
\12\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the
  first $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion;
  and 0.525% thereafter. The Removed Portfolio's management fee schedule does not include breakpoints.
\13\ Class IA shares of the Replacement Portfolio are not subject to a Rule 12b-1 plan. The shares of the
  Removed Portfolio are subject to such a plan, but the Portfolio currently does not make any payments under the
  plan.
\14\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\15\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.70%.


[[Page 41547]]

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $4.4 billion, while the assets of the Removed 
Portfolio were approximately $772 million.

5. T. Rowe Price Equity Income Portfolio Replaced by EQ/Boston Advisors 
Equity Income Portfolio (Class IA Shares)

    As provided in the chart below and although the EQ/Boston Advisors 
Equity Income Portfolio (the ``Replacement Portfolio'' for purposes of 
this discussion) is smaller than the T. Rowe Price Equity Income 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion), 
the section 26 Applicants anticipate that the Replacement Portfolio's 
net annual operating expense ratio will be lower than that of the 
Removed Portfolio immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                 T. Rowe Price Equity      EQ/Boston Advisors
                                                                   Income Portfolio      Equity Income Portfolio
                                                                      (percent)                 (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee\16\...........................................                     0.85                     0.75
Rule 12b-1 Fee...............................................                     None                     None
Other Expenses...............................................                     None                     0.15
Total Annual Operating Expenses..............................                     0.85              \17\ 0.9010
Less Fee Waiver/Expense Reimbursement \18\...................                      N/A                    (0.10)
Net Annual Operating Expenses................................                     0.85                    0.80
----------------------------------------------------------------------------------------------------------------
\16\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.750% of the
  first $1 billion; 0.700% on the next $1 billion; 0.675% on the next $3 billion; 0.650% on the next $5 billion;
  and 0.625% thereafter. The management fee schedule of the Removed Portfolio does not include breakpoints.
\17\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\18\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.80%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $449 million, while the assets of the Removed 
Portfolio were approximately $2.0 billion.

6. AIM V.I. Basic Value Fund (Series I Shares) Replaced by EQ/BlackRock 
Basic Value Equity Portfolio (Class IB Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/BlackRock Basic Value Equity Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the AIM V.I. Basic 
Value Fund (the ``Removed Portfolio'' for purposes of this discussion) 
immediately after the Substitution. The section 26 Applicants note that 
the Class IB shares of the Replacement Portfolio have adopted a plan 
pursuant to Rule 12b-1 under the 1940 Act, while Series I shares of the 
Removed Portfolio are not subject to such a plan. However, the section 
26 Applicants contend that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                            EQ/BlackRockBasic
                                                                 AIM V.I. Basic  Value    Value Equity Portfolio
                                                                    Fund (percent)              (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \19\..........................................                     0.72                      0.55
Rule 12b-1 Fee \20\..........................................                     None                      0.25
Other Expenses...............................................                     0.30                      0.14
Total Annual Operating Expenses..............................                     1.02                 \21\ 0.94
Less Fee Waiver/Expense Reimbursement \22\...................                    (0.05)                     0.00
Net Annual Operating Expenses................................                     0.97                      0.94
----------------------------------------------------------------------------------------------------------------
\19\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.600% of the
  first $1 billion; 0.550% on the next $1 billion; 0.525% on the next $3 billion; 0.500% on the next $5 billion;
  and 0.475% thereafter. The management fee schedule for the Removed Portfolio on an annual basis is equal to
  0.725% of the first $500 million in assets; 0.700% on the next $500 million in assets; 0.675% on the next $500
  million in; 0.65% on assets over $1.5 billion.
\20\ Class IB shares of the Replacement Portfolio have adopted a plan pursuant to Rule 12b-1 under the 1940 Act
  while the Series I shares of the Removed Portfolio are not subject to such a plan. The maximum Rule 12b-1 fee
  for the Replacement Portfolio's Class IB shares is 0.50%, however, under an arrangement approved by the
  Trust's Board of Trustees, the Rule 12b-1 fee currently is limited to 0.25% of the average daily net assets
  attributable to the Portfolio's Class IB shares. This arrangement will be in effect at least until April 30,
  2008.
\21\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\22\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IB shares of the
  Portfolio do not exceed 0.95%. The manager of the Removed Portfolio has contractually agreed to waive advisory
  fees and/or reimburse expenses of the Portfolio through April 30, 2008 to the extent necessary to limit Annual
  Operating Expenses of Series I shares to 1.30%. The amount shown above in ``Less Fee Waiver/Expense
  Reimbursement'' for the Removed Portfolio reflects a voluntary management fee waiver by the Portfolio's
  adviser.


[[Page 41548]]

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $3.6 billion, while the assets of the Removed 
Portfolio were approximately $829 million.

7. Dreyfus Appreciation Portfolio (Initial Shares) Replaced by EQ/
AllianceBernstein Common Stock Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/AllianceBernstein Common Stock Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the Dreyfus 
Appreciation Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                           EQ/AllianceBernstein
                                                                  Dreyfus Appreciation    Common Stock Portfolio
                                                                  Portfolio (percent)           (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \23\...........................................                     0.75                     0.47
Rule 12b-1 Fee................................................                     None                     None
Other Expenses................................................                     0.07                     0.13
Total Annual Operating Expenses...............................                     0.82                \24\ 0.60
----------------------------------------------------------------------------------------------------------------
\23\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.550% of the
  first $1 billion; 0.500% on the next $1 billion; 0.475% on the next $3 billion; 0.450% on the next $5 billion;
  and 0.425% thereafter. The management fee schedule for the Removed Portfolio on an annual basis is equal to
  0.75% of the $1 billion; 0.70% on the next $1 billion; and 0.65% over $2 billion.
\24\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $9.5 billion, while the assets of the Removed 
Portfolio were approximately $796 million.

8. Fidelity Growth Opportunities Portfolio (Initial Class and Service 
Class Shares) Replaced by EQ/Capital Guardian Research Portfolio (Class 
IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/Capital Guardian Research Portfolio's 
(``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower, respectively, than that of the 
Initial Class and Service Class shares of the Fidelity Growth 
Opportunities Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by increasing Portfolio assets and 
lowering annual operating expense ratios.

----------------------------------------------------------------------------------------------------------------
                                         Fidelity Growth           Fidelity Growth
                                     Opportunities Portfolio   Opportunities Portfolio     EQ/Capital Guardian
                                     (Initial Class shares)    (Service Class shares)      Research Portfolio
                                            (percent)                 (percent)                 (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \25\...............                     0.57                      0.57                      0.65
Rule 12b-1 Fee \26\...............                     None                      0.10                      None
Other Expenses....................                     0.15                      0.15                      0.78
Total Annual Operating Expenses...                     0.72                      0.82                 \27\ 0.78
Less Fee Waiver/Expense                               (0.00)                    (0.00)                    (0.08)
 Reimbursement \28\...............
Net Annual Operating Expenses.....                     0.72                      0.82                      0.70
----------------------------------------------------------------------------------------------------------------
\25\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the
  first $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion;
  and 0.525% thereafter. The management fee rate for the Removed Portfolio is the sum of a group fee rate and an
  individual rate (0.30%). The group fee rate is based on the average net assets of all mutual funds advised by
  the Removed Portfolio's manager and includes breakpoints as total assets under management increase. The group
  fee rate cannot rise above 0.52%. The individual fee rate does not include breakpoints. The total management
  fee is calculated by adding the group fee rate to the individual fund fee rate, dividing by twelve, and
  multiplying the result by the Portfolio's average net assets throughout the month.
\26\ Class IA shares of the Replacement Portfolio are not subject to a Rule 12b-1 plan. Initial Class and
  Service Class shares of the Removed Portfolio are subject to such a plan. The Rule 12b-1 plan for the Initial
  Class shares of the Removed Portfolio provides that the manager of the Portfolio may use its management fee
  revenues, as well as past profits or its resources from any other source, to pay the distributor for expenses
  incurred in connection with providing services intended to result in the sale of Initial Class shares.
\27\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\28\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.70%. The Manager of the Removed Portfolio has voluntarily agreed to reimburse the
  Portfolio to the extent that the operating expenses of Initial Class and Service Class shares exceed 0.85% and
  0.95%, respectively.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.1 billion, while the assets of the Removed 
Portfolio (including all share classes) were approximately $561 
million.

9. OpCap Equity Portfolio Replaced by EQ/Capital Guardian Research 
Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/Capital Guardian Research Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the OpCap Equity 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion)

[[Page 41549]]

immediately after the Substitution. Accordingly, the section 26 
Applicants represent that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                           EQ/Capital Guardian
                                                               OpCap Equity Portfolio      Research Portfolio
                                                                      (percent)                 (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \29\.........................................                     0.80                      0.65
Rule 12b-1 Fee..............................................                     None                      None
Other Expenses..............................................                     0.36                      0.13
Total Annual Operating Expenses.............................                     1.16                 \30\ 0.78
Less Fee Waiver/Expense Reimbursement \31\..................                    (0.15)                    (0.08)
Net Annual Operating Expenses...............................                     1.01                      0.70
----------------------------------------------------------------------------------------------------------------
\29\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the
  first $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion;
  and 0.525% thereafter. The management fee schedule for the Removed Portfolio does not include breakpoints.
\30\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\31\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.70%. With respect to the Removed Portfolio, the investment adviser has contractually
  agreed through December 31, 2017 to reduce Total Annual Operating Expenses of the Removed Portfolio to the
  extent they would exceed 1.00% (net of any expenses offset by earnings credits from the custodian bank). Net
  Annual Operating Expenses do not reflect a reduction of custody expenses offset by custody credits earned on
  cash balances at the custodian bank. Thus, the number shown above in Net Annual Operating Expenses includes
  such custody expenses.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.1 billion, while the assets of the Removed 
Portfolio were approximately $20 million.

10. Oppenheimer Main Street Fund/VA (Service Sares) Replaced by EQ/
Capital Guardian Research Portfolio (Class IA Shares)

    As provided in the chart below and although the EQ/Capital Guardian 
Research Portfolio (the ``Replacement Portfolio'' for purposes of this 
discussion) is smaller than the Oppenheimer Main Street Fund/VA (the 
``Removed Portfolio'' for purposes of this discussion), the Section 26 
Applicants anticipate that the Replacement Portfolio's net annual 
operating expense ratio will be lower than that of the Removed 
Portfolio immediately after the Substitution. Accordingly, the section 
26 Applicants represent that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                           EQ/Capital Guardian
                                                               Oppenheimer Main Street     Research Portfolio
                                                                  Fund/VA  (percent)            (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \32\..........................................                     0.64                     0.65
Rule 12b-1 Fee \33\..........................................                     0.25                     None
Other Expenses...............................................                     0.02                     0.13
Total Annual Operating Expenses..............................                     0.91                \34\ 0.78
Less Fee Waiver/Expense Reimbursement \35\...................                     0.00                    (0.08)
Net Annual Operating Expenses................................                     0.91                     0.70
----------------------------------------------------------------------------------------------------------------
\32\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the
  first $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion;
  and 0.525% thereafter. The management fee schedule for the Removed Portfolio on an annual basis is equal to
  0.75% of the first $200 million; 0.72% of the next $200 million; 0.69% of the next $200 million; 0.66% of the
  next $200 million; and 0.60% of average annual net assets in excess of $800 million.
\33\ Class IA shares of the Replacement Portfolio are not subject to a Rule 12b-1 plan. Service shares of the
  Removed Portfolio are subject to such a plan.
\34\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\35\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.70%. The Removed Portfolio's transfer agent has voluntarily agreed to limit transfer
  and shareholder servicing agent fees (as reflected in ``other expenses'') to 0.35% per fiscal year. For the
  fiscal year ended December 31, 2006, the transfer agent fees did not exceed the expense limit.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.1 billion, while the assets of the Removed 
Portfolio were approximately $2.1 billion.

11. AIM V.I. Mid Cap Core Equity Portfolio (Series I Shares) Replaced 
by EQ/FI Mid Cap Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/FI Mid Cap Portfolio's (the ``Replacement 
Portfolio'' for purposes of this discussion) net annual operating 
expense ratio will be lower than that of the AIM V.I. Mid Cap Core 
Equity Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

[[Page 41550]]



----------------------------------------------------------------------------------------------------------------
                                                                AIM V.I. Mid Cap Core    EQ/FI Mid Cap Portfolio
                                                                Equity Fund  (percent)          (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \36\..........................................                     0.72                     0.68
Rule 12b-1 Fee...............................................                     None                     None
Other Expenses...............................................                     0.32                     0.15
Acquired Fund Fees and Expenses..............................                     0.02                      N/A
Total Annual Operating Expenses (including Acquired Fund Fees                     1.06                \37\ 0.83
 and Expenses)...............................................
Less Fee Waiver/Expense Reimbursement \38\...................                     0.00                    (0.08)
Net Annual Operating Expenses (including Acquired Fund Fees                       1.06                     0.75
 and Expenses)...............................................
----------------------------------------------------------------------------------------------------------------
\36\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.700% of the
  first $1 billion; 0.650% on the next $1 billion; 0.625% on the next $3 billion; 0.600% on the next $5 billion;
  and 0.575% thereafter. The management fee schedule for the Removed Portfolio on an annual basis is equal to
  0.725% of the first $500 million in assets; 0.700% on the next $500 million in assets; 0.675% on the next $500
  million in assets; 0.65% on assets over $1.5 billion.
\37\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\38\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.75%. The manager of the Removed Portfolio has contractually agreed to waive its
  advisory fees and/or reimburse expenses of the Portfolio, through April 30, 2008, to the extent necessary to
  limit Total Annual Operating Expenses of Series I shares to 1.30%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.6 billion, while the assets of the Removed 
Portfolio were approximately $638 million.

12. Alger American MidCap Growth Portfolio (Class O shares) Replaced by 
EQ/Van Kampen Mid Cap Growth Portfolio (Class IA Shares)

    As provided in the chart below and although the EQ/Van Kampen Mid 
Cap Growth Portfolio (the ``Replacement Portfolio'' for purposes of 
this discussion) is smaller than the Alger American MidCap Growth 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion), 
the section 26 Applicants anticipate that the Replacement Portfolio's 
net annual operating expense ratio will be lower than that of the 
Removed Portfolio immediately after the Substitution. Accordingly, the 
Section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                               Alger American MidCap     EQ/Van Kampen Mid Cap
                                                                 Growth Portfolio           Growth Portfolio
                                                                     (percent)                 (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \39\........................................                      0.76                      0.70
Rule 12b-1 Fee.............................................                      None                      None
Other Expenses.............................................                      0.15                      0.23
Total Annual Operating Expenses............................                      0.91                 \40\ 0.93
Less Fee Waiver/Expense Reimbursement \41\.................                       N/A                     (0.13)
Net Annual Operating Expenses..............................                      0.91                      0.80
----------------------------------------------------------------------------------------------------------------
\39\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.700% of the
  first $1 billion; 0.650% on the next $1 billion; 0.625% on the next $3 billion; 0.600% on the next $5 billion;
  and 0.575% thereafter. The management fee schedule for the Removed Portfolio does not include breakpoints.
\40\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\41\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.80%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $139 million, while the assets of the Removed 
Portfolio were approximately $333 million.

13. MFS Mid Cap Growth Series (Initial Class Shares) Replaced by EQ/Van 
Kampen Mid Cap Growth Portfolio (Class IA Shares)

    As provided in the chart below and although the EQ/Van Kampen Mid 
Cap Growth Portfolio (the ``Replacement Portfolio'' for purposes of 
this discussion) is smaller than the MFS Mid Cap Growth Series (the 
``Removed Portfolio'' for purposes of this discussion), the section 26 
Applicants anticipate that the Replacement Portfolio's net annual 
operating expense ratio will be lower than that of the Removed 
Portfolio immediately after the Substitution. Accordingly, the section 
26 Applicants represent that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.

[[Page 41551]]



----------------------------------------------------------------------------------------------------------------
                                                                                          EQ/Van Kampen Mid Cap
                                                                 MFS Mid Cap Growth         Growth Portfolio
                                                                  Series (percent)              (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \42\.........................................                     0.75                      0.70
Rule 12b-1 Fee..............................................                     None                      None
Other Expenses..............................................                     0.15                      0.23
Total Annual Operating Expenses.............................                     0.90                 \43\ 0.93
Less Fee Waiver/Expense Reimbursement \44\..................                      N/A                     (0.13)
Net Annual Operating Expenses...............................                     0.90                      0.80
----------------------------------------------------------------------------------------------------------------
\42\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.700% of the
  first $1 billion; 0.650% on the next $1 billion; 0.625% on the next $3 billion; 0.600% on the next $5 billion;
  and 0.575% thereafter.
\43\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\44\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.80%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $139 million, while the assets of the Removed 
Portfolio were approximately $233 million.

14. Dreyfus Small Cap Stock Index Portfolio (Service Shares) Replaced 
by EQ/Small Company Index Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/Small Company Index Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the Dreyfus Small 
Cap Stock Index Portfolio (the ``Removed Portfolio'' for purposes of 
this discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                Dreyfus Small Cap Stock
                                                                    Index Portfolio       EQ/Small Company Index
                                                                       (percent)           Portfolio (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \45\...........................................                     0.35                     0.25
Rule 12b-1 Fee \46\...........................................                     0.25                     None
Other Expenses................................................                     0.01                     0.16
Acquired Fund Fees and Expenses...............................                     0.02                     0.01
Total Annual Operating Expenses...............................                     0.63                \47\ 0.42
Less Fee Waiver/Expense Reimbursement \48\....................                      N/A                     0.00
Net Annual Operating Expenses.................................                     0.63                    0.42
----------------------------------------------------------------------------------------------------------------
\45\ The management fee schedules for the Replacement Portfolio and Removed Portfolio do not include
  breakpoints.
\46\ Class IA shares of the Replacement Portfolio are not subject to a Rule 12b-1 plan. The Service shares of
  the Removed Portfolio are subject to such a plan.
\47\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\48\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.60%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.1 billion, while the assets in the Removed 
Portfolio were approximately $466 million.

15. OpCap Small Cap Portfolio Replaced by EQ/Small Company Index 
Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/Small Company Index Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the OpCap Small Cap 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
immediately after the Substitution. Accordingly, the Section 26 
Applicants represent that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.

[[Page 41552]]



----------------------------------------------------------------------------------------------------------------
                                                                    OpCap Small Cap       EQ/Small Company Index
                                                                  Portfolio (percent)      Portfolio (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \49\...........................................                     0.80                     0.25
Rule 12b-1 Fee................................................                     None                     None
Other Expenses................................................                     0.13                     0.16
Acquired Fund Fees and Expenses...............................                      N/A                     0.01
Total Annual Operating Expenses...............................                     0.93                \50\ 0.42
Less Fee Waiver/Expense Reimbursement \51\....................                     0.00                     0.00
Net Annual Operating Expenses.................................                     0.93                    0.42
----------------------------------------------------------------------------------------------------------------
\49\ The management fee schedules for the Replacement Portfolio and Removed Portfolio do not include
  breakpoints.
\50\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\51\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.60%. With respect to the Removed Portfolio, the investment adviser has agreed
  through December 31, 2015 to reduce Annual Operating Expenses of the Removed Portfolio to the extent they
  would exceed 1.00% (net of any expenses offset by earnings credits from the custodian bank). Net Annual
  Operating Expenses do not reflect a reduction of custody expenses offset by custody credits earned on cash
  balances at the custodian bank.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.1 billion, while the assets of the Removed 
Portfolio were approximately $175 million.

16. MFS New Discovery Series (Initial Class Shares) Replaced by EQ/
AllianceBernstein Small Cap Growth Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/AllianceBernstein Small Cap Growth Portfolio's 
(the ``Replacement Portfolio'' for purposes of this discussion) net 
annual operating expense ratio will be lower than that of the MFS New 
Discovery Series (the ``Removed Portfolio'' for purposes of this 
discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                   MFS New Discovery      EQ/Alliance Bernstein
                                                                Series (Initial shares)    Cap Growth Portfolio
                                                                       (percent)                (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \52\...........................................                     0.90                     0.74
Rule 12b-1 Fee................................................                     None                     None
Other Expenses................................................                     0.13                     0.13
Total Annual Operating Expenses...............................                     1.03               \53\ 0.87
----------------------------------------------------------------------------------------------------------------
\52\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.750% of the
  first $1 billion; 0.700% on the next $1 billion; 0.675% on the next $3 billion; 0.650% on the next $5 billion;
  and 0.625% thereafter.
\53\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.2 billion, while the assets of the Removed 
Portfolio were approximately $819 million.

17. Janus Flexible Bond Portfolio (Institutional and Service Shares) 
Replaced by EQ/JPMorgan Core Bond Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the Class IA shares of the EQ/JPMorgan Core Bond 
Portfolio's (the ``Replacement Portfolio'' for purposes of this 
discussion) net annual operating expense ratio will be lower, 
respectively, than that of the Institutional and Service shares of the 
Janus Flexible Bond Portfolio (the ``Removed Portfolio'' for purposes 
of this discussion) immediately after the Substitution. Accordingly, 
the section 26 Applicants represent that the Substitution will benefit 
the Contract owners and participants by lowering annual operating 
expense ratios.

[[Page 41553]]



----------------------------------------------------------------------------------------------------------------
                                        Janus Flexible Bond       Janus Flexible Bond     EQ/JPMorgan Core  Bond
                                     Portfolio  (Institutional    Portfolio  (Service      Portfolio  (Class IA
                                         shares) (percent)         shares) (percent)        shares) (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \54\................                       0.55                     0.55                     0.44
Rule 12b-1 Fee \55\................                       None                     0.25                     None
Other Expenses.....................                       0.10                     0.10                     0.15
Total Annual Operating Expenses....                       0.65                     0.90                \56\ 0.59
Less Fee Waiver/Expense                                   0.00                     0.00                     0.00
 Reimbursement \57\................
Net Annual Operating Expenses......                       0.65                     0.90                    0.59
----------------------------------------------------------------------------------------------------------------
\54\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.450% of the
  first $750 million; 0.425% on the next $750 million; 0.400% on the next $1 billion; 0.380% on the next $2.5
  billion; and 0.370% thereafter. The management fee schedule for the Removed Portfolio does not include
  breakpoints.
\55\ Class IA shares of the Replacement Portfolio and Institutional shares of the Removed Portfolio are not
  subject to Rule 12b-1 plans. The Service shares of the Removed Portfolio are subject to such a plan.
\56\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\57\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008 pursuant to an
  expense limitation agreement so that the Net Annual Operating Expenses of the Class IA shares of the Portfolio
  do not exceed 0.60%. The manager of the Removed Portfolio has contractually agreed to waive the Portfolio's
  total operating expenses through May 1, 2008 such that they do not exceed 0.90% for Institutional and Service
  shares.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.6 billion, while the assets of the Removed 
Portfolio (including all share classes) were approximately $292 
million.

18. PIMCO Total Return Portfolio (Administrative Shares) Replaced by 
EQ/JPMorgan Core Bond Portfolio (Class IA Shares)

    As provided in the chart below and although the Class IA shares of 
the EQ/JPMorgan Core Bond Portfolio (the ``Replacement Portfolio'' for 
purposes of this discussion) is smaller than the PIMCO Total Return 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion), 
the section 26 Applicants anticipate that the Replacement Portfolio's 
net annual operating expense ratio will be lower than that of the 
Removed Portfolio immediately after the Substitution. Accordingly, the 
Section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                   PIMCO Total Return     EQ/JPMorgan Core  Bond
                                                                  Portfolio  (percent)     Portfolio  (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \58\...........................................                     0.25                     0.44
Rule 12b-1 Fee................................................                     None                     None
Other Expenses................................................                    0.40%                    0.15%
Total Annual Operating Expenses...............................                     0.65                \59\ 0.59
Less Fee Waiver/Expense Reimbursement \60\....................                      N/A                     0.00
Net Annual Operating Expenses.................................                     0.65                    0.59
----------------------------------------------------------------------------------------------------------------
\58\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.450% of the
  first $750 million; 0.425% on the next $750 million; 0.400% on the next $1 billion; 0.380% on the next $2.5
  billion; and 0.370% thereafter. The management fee schedule for the Removed Portfolio does not include
  breakpoints.
\59\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\60\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.60%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.6 billion, while the assets of the Removed 
Portfolio were approximately $3.3 billion.

19. Universal Core Plus Fixed Income Portfolio (Class I shares) 
Replaced by EQ/JPMorgan Core Bond Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/JPMorgan Core Bond Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the Universal Core 
Plus Fixed Income Portfolio (the ``Removed Portfolio'' for purposes of 
this discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

[[Page 41554]]



----------------------------------------------------------------------------------------------------------------
                                                                  Universal Core Plus
                                                                Fixed Income  Portfolio   EQ/JPMorgan Core Bond
                                                                        (percent)          Portfolio  (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \61\...........................................                     0.38                     0.44
Rule 12b-1 Fee................................................                     None                     None
Other Expenses................................................                     0.30                     0.15
Total Annual Operating Expenses...............................                     0.68                \62\ 0.59
Less Fee Waiver/Expense Reimbursement \63\....................                     0.00                     0.00
Net Annual Operating Expenses.................................                     0.68                    0.59
----------------------------------------------------------------------------------------------------------------
\61\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.450% of the
  first $750 million; 0.425% on the next $750 million; 0.400% on the next $1 billion; 0.380% on the next $2.5
  billion; and 0.370% thereafter. The management fee schedule for the Removed Portfolio on an annual basis is
  equal to 0.375% up to $1 billion; 0.30% over $1 billion.
\62\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\63\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.60%. The manager of the Removed Portfolio has voluntarily agreed to reduce its
  advisory fee and/or reimburse the Portfolio so that annual operating expenses will not exceed 0.70%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $1.6 billion, while the assets of the Removed 
Portfolio were approximately $424 million.

20. OpCap Renaissance Portfolio Replaced by EQ/Lord Abbett Mid Cap 
Value Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/Lord Abbett Mid Cap Value Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the OpCap 
Renaissance Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                 EQ/Lord Abbett Mid Cap
                                          OpCap Renaissance         Value  Portfolio
                                         Portfolio  (percent)          (percent)
---------------------------------------------------------------------------------------
Management Fee \64\..................                     0.80                     0.70
Rule 12b-1 Fee.......................                     None                     None
Other Expenses.......................                     0.29                     0.18
Total Annual Operating Expenses......                     1.09                \65\ 0.88
Less Fee Waiver/Expense Reimbursement                   (0.07)                   (0.08)
 \66\................................
Net Annual Operating Expenses........                     1.02                    0.80
----------------------------------------------------------------------------------------------------------------
\64\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.700% of the
  first $1 billion; 0.650% on the next $1 billion; 0.625% on the next $3 billion; 0.600% on the next $5 billion;
  and 0.575% thereafter. The management fee schedule for the Removed Portfolio does not include breakpoints.
\65\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\66\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008 pursuant to an
  expense limitation agreement so that the Net Annual Operating Expenses of the Class IA shares of the Portfolio
  do not exceed 0.80%. With respect to the Removed Portfolio, the investment adviser has contractually agreed
  through December 31, 2017 to reduce Total Annual Operating Expenses of the Removed Portfolio to the extent
  they would exceed 1.00% (net of any expenses offset by earnings credits from the custodian bank).

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $322 million, while the assets of the Removed 
Portfolio were approximately $35 million.

21. T. Rowe Price New America Growth Portfolio Replaced by EQ/Capital 
Guardian Growth Portfolio (Class IA Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the EQ/Capital Guardian Growth Portfolio's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the T. Rowe Price 
New America Growth Portfolio (the ``Removed Portfolio'' for purposes of 
this discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

[[Page 41555]]



----------------------------------------------------------------------------------------------------------------
                                                                    EQ/Capital Guardian
                                     T. Rowe Price New America       Growth Portfolio
                                    Growth Portfolio  (percent)          (percent)
-----------------------------------------------------------------------------------------
Management Fee \67\..............                          0.85                     0.65
Rule 12b-1 Fee...................                          None                     None
Other Expenses...................                          0.00                     0.16
Total Annual Operating Expenses..                          0.85                \68\ 0.81
Less Fee Waiver/Expense                                     N/A                    (0.11)
 Reimbursement \69\..............
Net Annual Operating Expenses....                          0.85                    0.70
----------------------------------------------------------------------------------------------------------------
\67\ The management fee schedule for the Replacement Portfolio on an annual basis is equal to 0.650% of the
  first $1 billion; 0.600% on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the next $5 billion;
  and 0.525% thereafter. The management fee schedule for the Removed Portfolio does not include breakpoints.
\68\ The total annual operating expenses of the Replacement Portfolio have been restated to reflect recent
  changes to the administration fees charged with respect to that Portfolio, as described in footnote 5.
\69\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA shares of the
  Portfolio do not exceed 0.70%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $402 million, while the assets of the Removed 
Portfolio were approximately $91 million.

22. Universal U.S. Real Estate Portfolio (Class I and Class II Shares) 
Replaced by EQ/Van Kampen Real Estate Portfolio (Class IA and Class IB 
Shares)

    Under the proposed Substitutions, the Insurance Companies would 
substitute Class IA and Class IB shares of the EQ/Van Kampen Real 
Estate Portfolio (the ``Replacement Portfolio'' for purposes of this 
discussion) for Class I and Class II shares, respectively, of the 
Universal U.S. Real Estate Portfolio (the ``Removed Portfolio'' for 
purposes of this discussion). As provided in the chart below, the 
Section 26 Applicants anticipate that the net annual operating expense 
ratios of the Class IA and Class IB shares of the Replacement Portfolio 
will be the same as those of the corresponding class of shares of the 
Removed Portfolio immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by maintaining annual operating 
expense ratios.

----------------------------------------------------------------------------------------------------------------
                                                                Universal U.S.  Real       EQ/Van Kampen  Real
                                                              Estate Portfolio  (Class  Estate Portfolio  (Class
                                                                I shares)  (percent)     IA shares)*  (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \70\.........................................                    0.74%                     0.90%
Rule 12b-1 Fee..............................................                     None                      None
Other Expenses..............................................                     0.27                      0.13
Total Annual Operating Expenses.............................                     1.01                      1.03
Less Fee Waiver/Expense Reimbursement \71\..................                    (0.00)                    (0.02)
Net Annual Operating Expenses...............................                     1.01                      1.01
----------------------------------------------------------------------------------------------------------------
                                                                       Universal U.S.             EQ/Van Kampen
                                                                Real Estate Portfolio     Real Estate Portfolio
                                                                     (Class II shares)         (Class IB shares)*
                                                                             (percent)                 (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \70\.........................................                     0.74                      0.90
Rule 12b-1 Fee \72\.........................................                     0.35                      0.25
Other Expenses..............................................                     0.27                      0.13
Total Annual Operating Expenses.............................                     1.36                      1.28
Less Fee Waiver/Expense Reimbursement \71\..................                    (0.10)                    (0.02)
Net Annual Operating Expenses...............................                     1.26                      1.26
----------------------------------------------------------------------------------------------------------------
* The EQ/Van Kampen Real Estate Portfolio is a newly created Portfolio, therefore, the fees and expenses
  presented in the table above are estimates for the current fiscal period.
\70\ The annual management fee rate for the Replacement Portfolio as a percentage of the Portfolio's average
  daily net assets is equal to 0.90% on the first $1 billion; 0.85% on the next $1 billion; 0.825% on the next
  $3 billion; 0.80% on the next $5 billion; and 0.775% thereafter. The annual management fee rate for the
  Removed Portfolio as a percentage of the Portfolio's average daily net assets is equal to 0.80% on the first
  $500 million; 0.75% from $500 million to $1 billion; and 0.70% thereafter.
\71\ The Manager of the Replacement Portfolio has agreed to make payments or waive its management,
  administrative and other fees to limit the expenses of the Portfolio through April 30, 2008, pursuant to an
  expense limitation agreement, so that the Net Annual Operating Expenses of the Class IA and Class IB shares of
  the Portfolio do not exceed an annual rate of 1.01% and 1.26%, respectively. The adviser of the Removed
  Portfolio has voluntarily agreed to reduce its advisory fee and/or reimburse the Portfolio so that the Annual
  Operating Expenses of the Class I and Class II shares of the Portfolio do not exceed an annual rate of 1.10%
  and 1.35%, respectively. The amount show above in ``Less Fee Waiver/Expense Reimbursement'' for the Class II
  shares of the Removed Portfolio includes a voluntary fee waiver by the Portfolio's distributor.
\72\ Class II shares of the Removed Portfolio and Class IB shares of the Replacement Portfolio are subject to a
  Rule 12b-1 plan. The maximum Rule 12b-1 fee for the Removed Portfolio's Class II shares is 0.35%. The maximum
  Rule 12b-1 fee for the Replacement Portfolio's Class IB shares is 0.50%, however, under an arrangement
  approved by the Trust's Board of Trustees, the Rule 12b-1 fee currently is limited to 0.25% of the average
  daily net assets attributable to the Portfolio's Class IB shares. This arrangement will be in effect at least
  until April 30, 2008.


[[Page 41556]]

    As of December 31, 2006, the Assets of the Removed Portfolio 
(including all share classes) were approximately $2.6 billion.

23. Alger American Balanced Portfolio (Class O Shares) Replaced by 
Franklin Income Securities Fund (Class 2 Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the Franklin Income Securities Fund's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the Alger American 
Balanced Portfolio (the ``Removed Portfolio'' for purposes of this 
discussion) immediately after the Substitution. Accordingly, the 
section 26 Applicants represent that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                             Franklin Income
                                                                Alger American Balanced      Securities Fund
                                                                 Portfolio  (percent)           (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \73\..........................................                     0.71                      0.46
Rule 12b-1 Fee \74\..........................................                     None                      0.25
Other Expenses...............................................                     0.15                      0.01
Total Annual Operating Expenses..............................                     0.86                      0.72
Less Fee Waiver/Expense Reimbursement \75\...................                    (0.04)                      N/A
Net Annual Operating Expenses................................                     0.82                     0.72
----------------------------------------------------------------------------------------------------------------
\73\ The management fee schedule for the Replacement Portfolio is equal to 0.625% of the value of net assets up
  to and including $100 million; plus 0.50% of the value of net assets over $100 million up to and including
  $250 million; plus 0.45% of the value of net assets over $250 million up to and including $10 billion; plus
  0.44% of the value of net assets over $10 billion up to and including $12.5 billion; plus 0.42% of the value
  of net assets over $12.5 billion up to and including $15 billion; plus 0.40% of the value of net assets over
  $15 billion. The management fee schedule for the Removed Portfolio does not include breakpoints.
\74\ The Removed Portfolio is not subject to a Rule 12b-1 plan, but the Replacement Portfolio is subject to such
  a plan. The maximum Rule 12b-1 fee for the Replacement Portfolio's Class 2 shares is 0.35%, however, the
  Portfolio's board of trustees has set the current rate at 0.25% per year until through May 1, 2008.
\75\ Effective December 1, 2006 through November 30, 2011, the manager of the Removed Portfolio has
  contractually agreed to waive 0.04% of its advisory fees.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $5.6 billion, while the assets of the Removed 
Portfolio were approximately $286 million.

24. MFS Total Return Series (Initial Class Shares) Replaced by Franklin 
Income Securities Fund (Class 2 Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the Franklin Income Securities Fund's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the MFS Total Return 
Series (the ``Removed Portfolio'' for purposes of this discussion) 
immediately after the Substitution. Accordingly, the section 26 
Applicants represent that the Substitution will benefit the Contract 
owners and participants by lowering the annual operating expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                             Franklin Income
                                                               MFS Total  Return Series      Securities Fund
                                                                       (percent)                (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee\76\...........................................                     0.75                      0.46
Rule 12b-1 Fee \77\..........................................                     None                      0.25
Other Expenses...............................................                     0.10                      0.01
Total Annual Operating Expenses..............................                     0.85                      0.72
Less Fee Waiver/Expense Reimbursement \78\...................                   (0.02)                       N/A
Net Annual Operating Expenses................................                     0.83                     0.72
----------------------------------------------------------------------------------------------------------------
\76\ The management fee schedule for the Replacement Portfolio is equal to 0.625% of the value of net assets up
  to and including $100 million; plus 0.50% of the value of net assets over $100 million up to and including
  $250 million; plus 0.45% of the value of net value over $250 million up to and including $10 billion; plus
  0.44% of the value of net assets over $10 billion up to and including $12.5 billion; plus 0.42% of the value
  of net assets over $12.5 billion up to and including $15 billion; plus 0.40% of the value of net assets over
  $15 billion.
\77\ The Removed Portfolio is not subject to a Rule 12b-1 plan, but the Replacement Portfolio is subject to such
  a plan. The maximum Rule 12b-1 fee for the Replacement Portfolio's Class 2 shares is 0.35%, however, the
  Portfolio's board of trustees has set the current rate at 0.25% per year until through May 1, 2008.
\78\ The Removed Portfolio's management fee as set forth in its advisory agreement is 0.75% of average daily net
  assets annually. The Removed Portfolio's adviser has agreed in writing to reduce its management fee to 0.65%
  on average daily net assets in excess of $3 billion. For the Removed Portfolio's most recent fiscal year, the
  effective management fee was 0.73% of average daily net assets. This written agreement will remain in effect
  until modified by the Removed Portfolio's board of trustees.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $5.6 billion, while the assets of the Removed 
Portfolio were approximately $3.9 billion.

25. T. Rowe Price Personal Strategy Balanced Portfolio Replaced by 
Franklin Income Securities Fund (Class 2 Shares)

    As provided in the chart below, the section 26 Applicants 
anticipate that the Franklin Income Securities Fund's (the 
``Replacement Portfolio'' for purposes of this discussion) net annual 
operating expense ratio will be lower than that of the T. Rowe Price 
Personal Strategy Balanced Portfolio (the ``Removed Portfolio'' for 
purposes of this discussion) immediately after the Substitution. 
Accordingly, the section 26 Applicants represent that the Substitution 
will benefit the Contract

[[Page 41557]]

owners and participants by lowering the annual operating expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                T. Rowe Price  Personal      Franklin Income
                                                                  Strategy  Balanced         Securities Fund
                                                                 Portfolio  (percent)           (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \79\..........................................                     0.90                      0.46
Rule 12b-1 Fee \80\..........................................                     None                      0.25
Other Expenses...............................................                     None                      0.01
Total Annual Operating Expenses..............................                     0.90                      0.72
Less Fee Waiver/Expense Reimbursement \81\...................                    (0.02)                      N/A
Net Annual Operating Expenses................................                     0.88                     0.72
----------------------------------------------------------------------------------------------------------------
\79\ The management fee schedule for the Replacement Portfolio is equal to 0.625% of the value of net assets up
  to and including $100 million; plus 0.50% of the value of net assets over $100 million up to and including
  $250 million; plus 0.45% of the value of net assets over $250 million up to and including $10 billion; plus
  0.44% of the value of net assets over $10 billion up to and including $12.5 billion; plus 0.42% of the value
  of net assets over $12.5 billion up to and including $15 billion; plus 0.40% of the value of net assets over
  $15 billion. The management fee schedule for the Removed Portfolio does not include breakpoints.
\80\ The Removed Portfolio is not subject to a Rule 12b-1 plan, but the Replacement Portfolio is subject to such
  a plan. The maximum Rule 12b-1 fee for the Replacement Portfolio's Class 2 shares is 0.35%, however, the
  Portfolio's board of trustees has set the current rate at 0.25% per year until through May 1, 2008.
\81\ Reflects a credit received from investing in another T. Rowe Price Fund.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $5.6 billion, while the assets of the Removed 
Portfolio were approximately $178 million.

26. Fidelity Growth Portfolio (Initial Class and Service Class Shares) 
Replaced by Fidelity Contrafund Portfolio (Initial Class and Service 
Class Shares)

    Under the proposed Substitution, the Insurance Companies would 
substitute Initial Class and Service Class shares of the Fidelity 
Contrafund Portfolio (the ``Replacement Portfolio'' for purposes of 
this discussion) for Initial Class and Service Class shares, 
respectively, of the Fidelity Growth Portfolio (the ``Removed 
Portfolio'' for purposes of this discussion). As provided in the chart 
below, the section 26 Applicants anticipate that the net annual 
operating expense ratio of each of the Initial Class shares and Service 
Class shares of the Replacement Portfolio will be lower than that of 
the corresponding class of shares of the Removed Portfolio immediately 
after the Substitution. Accordingly, the Section 26 Applicants 
represent that the Substitution will benefit the Contract owners and 
participants by lowering annual operating expense ratios.

----------------------------------------------------------------------------------------------------------------
                                                                   Fidelity Growth         Fidelity Contrafund
                                                                 Portfolio  (Initial       Portfolio  (Initial
                                                              Class shares)  (percent)  Class shares)  (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \82\.........................................                     0.57                      0.57
Rule 12b-1 Fee \83\.........................................                     None                      None
Other Expenses..............................................                     0.11                      0.09
Total Annual Operating Expenses.............................                     0.68                      0.66
Less Fee Waiver/Expense Reimbursement \84\..................                    (0.00)                    (0.00)
Net Annual Operating Expenses...............................                     0.68                      0.66
----------------------------------------------------------------------------------------------------------------
                                                                      Fidelity Growth       Fidelity Contrafund
                                                                            Portfolio                 Portfolio
                                                                (Service Class shares)    (Service Class shares)
                                                                             (percent)                 (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \82\.........................................                     0.57                      0.57
Rule 12b-1 Fee \83\.........................................                     0.10                      0.10
Other Expenses..............................................                     0.11                      0.09
Total Annual Operating Expenses.............................                     0.78                      0.76
Less Fee Waiver/Expense Reimbursement \84\..................                    (0.00)                    (0.00)
Net Annual Operating Expenses...............................                     0.78                     0.76
----------------------------------------------------------------------------------------------------------------
\82\ The management fee rate for the Replacement and Removed Portfolios is the sum of a group fee rate and an
  individual rate (0.30%). The group fee rate is based on the average net assets of all mutual funds advised by
  the Replacement and Removed Portfolios' manager and includes breakpoints as total assets under management
  increase. The group fee rate cannot rise above 0.52%. The individual fee rate does not include breakpoints.
  The total management fee is calculated by adding the group fee rate to the individual fund fee rate, dividing
  by twelve, and multiplying the result by the Portfolio's average net assets throughout the month.
\83\ Initial Class shares and Service Class shares of the Replacement and Removed Portfolios are subject to Rule
  12b-1 plans. The Rule 12b-1 plan for the Initial Class shares of the Removed and Replacement Portfolios
  provides that the manager of the Portfolios may use its management fee revenues, as well as past profits or
  its resources from any other source, to pay the distributor for expenses incurred in connection with providing
  services intended to result in the sale of Initial Class shares. Such payments have also been authorized by
  the trust's board of trustees for the Service Class shares of the Removed and Replacement Portfolios. In
  addition, the maximum Rule 12b-1 fee for the Removed and Replacement Portfolios' Service Class shares is
  0.25%; however, each Portfolio currently pays a fee at an annual rate of 0.10%.
\84\ The Manager of the Replacement and Removed Portfolios has voluntarily agreed to reimburse each Portfolio to
  the extent that the operating expenses of Initial Class and Service Class shares exceed 0.85% and 0.95%,
  respectively.


[[Page 41558]]

    As of December 31, 2006, the assets of the Replacement Portfolio 
(including all share classes) were approximately $21 billion, while the 
assets of the Removed Portfolio (including all share classes) were 
approximately $7.2 billion.

27. Universal Equity Growth Portfolio (Class I Shares) Replaced by 
Fidelity Contrafund Portfolio (Initial Class Shares)

     As provided in the chart below, the section 26 Applicants 
anticipate that the Fidelity Contrafund Portfolio's (the ``Replacement 
Portfolio'' for purposes of this discussion) net annual operating 
expense ratio will be lower than that of the Universal Equity Growth 
Portfolio (the ``Removed Portfolio'' for purposes of this discussion) 
immediately after the Substitution. The section 26 Applicants note that 
the Initial Class shares of the Replacement Portfolio have adopted a 
plan pursuant to Rule 12b-1 under the 1940 Act, while Class I shares of 
the Removed Portfolio are not subject to such a plan. However, the 
section 26 Applicants contend that the Substitution will benefit the 
Contract owners and participants by lowering the annual operating 
expense ratio.

----------------------------------------------------------------------------------------------------------------
                                                                                          Fidelity Contrafund
                                                             Universal Equity Growth   Portfolio  (Initial Class
                                                              Portfolio  (percent)         shares)  (percent)
----------------------------------------------------------------------------------------------------------------
Management Fee \85\......................................                        0.50                       0.57
Rule 12b-1 Fee \86\......................................                        None                       None
Other Expenses...........................................                        0.34                       0.09
Total Annual Operating Expenses..........................                        0.84                       0.66
Less Fee Waiver/Expense Reimbursement \87\...............                        0.00                     (0.00)
Net Annual Operating Expenses............................                        0.84                      0.66
----------------------------------------------------------------------------------------------------------------
\85\ The management fee rate for the Replacement Portfolio is the sum of a group fee rate and an individual rate
  (0.30%). The group fee rate is based on the average net assets of all mutual funds advised by the Replacement
  Portfolio's manager and includes breakpoints as total assets under management increase. The group fee rate
  cannot rise above 0.52%. The individual fee rate does not include breakpoints. The total management fee is
  calculated by adding the group fee rate to the individual fund fee rate, dividing by twelve, and multiplying
  the result by the Portfolio's average net assets throughout the month. The management fee schedule for the
  Removed Portfolio on an annual basis is equal to 0.50% on the first $1 billion in assets; 0.45% on assets from
  $1 billion to $2 billion; 0.40% on assets from $2 billion to $3 billion; and 0.35% on assets over $3 billion.
\86\ The Removed Portfolio is not subject to a Rule 12b-1 plan, but the Replacement Portfolio is subject to such
  a plan. The Rule 12b-1 plan for the Initial Class shares of the Removed Portfolio provides that the manager of
  the Portfolio may use its management fee revenues, as well as past profits or its resources from any other
  source, to pay the distributor for expenses incurred in connection with providing services intended to result
  in the sale of Initial shares.
\87\ The Manager of the Replacement Portfolio has voluntarily agreed to reimburse the Portfolio to the extent
  that the total operating expenses of Initial shares exceed 0.85%. The manager of the Removed Portfolio has
  voluntarily agreed to reduce its advisory fee and/or reimburse the Portfolio so that total annual operating
  expenses, excluding certain investment-related expenses, will not exceed 0.85%.

    As of December 31, 2006, the assets of the Replacement Portfolio 
were approximately $21 billion, while the assets of the Removed 
Portfolio were approximately $150 million.
    22. The section 26 Applicants currently expect that the proposed 
Substitutions will be carried out on or about August 17, 2007 or as 
soon as reasonably practical thereafter (``Substitution Date'') and by 
supplements to the prospectuses for the Contracts and Separate 
Accounts, which were delivered to Contract owners and participants at 
least thirty (30) days before the Substitutions, each Insurance Company 
has notified all Contract owners and participants of its intention to 
take the necessary actions, including seeking the order requested by 
the application, to substitute shares of the Replacement Portfolios for 
the Removed Portfolios as described herein. The supplements advised 
Contract owners and participants that from the date of the supplement 
until the date of the proposed Substitutions, Contract owners and 
participants are permitted to make transfers of Contract value (or 
annuity unit value) out of each Removed Portfolio subaccount to one or 
more other subaccounts without the transfers (or exchanges) being 
treated as one of a limited number of permitted transfers (or 
exchanges) or a limited number of transfers (or exchanges) permitted 
without a transfer charge, as applicable. The supplements also informed 
Contract owners and participants that the Insurance Companies will not 
exercise any rights reserved under any Contract to impose additional 
restrictions on transfers until at least 30 days after each proposed 
Substitution.\88\ The supplements also advised Contract owners and 
participants how to provide instructions on reallocating Contract value 
in light of the proposed Substitutions.
---------------------------------------------------------------------------

    \88\ One exception to this is that the Insurance Companies may 
impose restrictions on transfers to prevent or limit disruptive 
transfer and other ``market timing'' activities by Contract owners, 
participants or agents of Contract owners or participants as 
described in the prospectuses for the Separate Accounts and the 
Portfolios.
---------------------------------------------------------------------------

    23. In addition, the supplements advised Contract owners and 
participants that any Contract value remaining in a Removed Portfolio 
subaccount on the Substitution Date will be transferred to the 
corresponding Replacement Portfolio subaccount and that the 
Substitutions will take place at relative net asset value. The 
supplements also advised Contract owners and participants that for at 
least 30 days following each proposed Substitution, the Insurance 
Companies will permit Contract owners and participants to make 
transfers of Contract value (or annuity unit value) out of each 
Replacement Portfolio subaccount to one or more other subaccounts 
without the transfers (or exchanges) being treated as one of a limited 
number of permitted transfers (or exchanges) or a limited number of 
transfers (or exchanges) permitted without a transfer charge, as 
applicable.
    24. Each Insurance Company has sent or will send Contract owners 
and participants prospectuses for the relevant Replacement Portfolios 
prior to the Substitutions. The section 26 Applicants will send the 
appropriate prospectus supplement (or other notice, in the case of 
Contracts no longer actively marketed and for which there are a 
relatively small number of existing Contract owners or participants), 
containing this disclosure to all existing Contract owners and 
participants. Prospective purchasers and new purchasers of Contracts 
will be provided with a Contract prospectus and the

[[Page 41559]]

supplement containing disclosure regarding the Substitutions, as well 
as a prospectus and/or supplement for the Replacement Portfolios. The 
Contract prospectus and the supplement and the prospectus and/or 
supplement for the Replacement Portfolios will be delivered to 
purchasers of new Contracts in accordance with all applicable legal 
requirements.
    25. In addition to the prospectus supplements distributed to 
Contract owners and participants, within five business days after the 
proposed Substitutions are completed, Contract owners and participants 
will be sent a written notice of the Substitutions informing them that 
each Substitution was carried out and that they may transfer all 
Contract value or cash value under a Contract invested in any one of 
the subaccounts on the date of the notice to one or more other 
subaccounts available under their Contract at no cost and without 
regard to the usual limit on the frequency of transfers among the 
variable account options. The notice will also reiterate that (other 
than with respect to implementing policies and procedures designed to 
prevent disruptive transfers and other market timing activity) each 
Insurance Company will not exercise any rights reserved by it under the 
Contracts to impose additional restrictions on transfers or, to the 
extent transfer charges apply to a Contract, to impose any charges on 
transfers until at least 30 days after each proposed Substitution. The 
Insurance Companies will also send each Contract owner and participant 
a current prospectus for each of the relevant Replacement Portfolios to 
the extent they have not previously received a current version.
    26. Each Insurance Company also is seeking approval of the proposed 
Substitutions from any state insurance regulators whose approval may be 
necessary or appropriate. The proposed Substitutions will take place at 
relative net asset value determined on the date of the Substitutions 
pursuant to Section 22 of the 1940 Act and Rule 22c-1 thereunder with 
no change in the amount of any Contract owner's or participant's 
Contract value, cash value, or death benefit or in the dollar value of 
his or her investment in the Separate Accounts. Each Substitution will 
be effected by redeeming shares of the Removed Portfolio in cash and/or 
in-kind on the Substitution Date at their net asset value and using the 
proceeds of those redemptions to purchase shares of the Replacement 
Portfolio at their net asset value on the same date. All in-kind 
redemptions from a Removed Portfolio of which any of the Applicants is 
an affiliated person will be effected in accordance with the conditions 
set forth in the no-action letter issued by the staff of the Commission 
to Signature Financial Group, Inc. (Dec. 28, 1999).
    27. Moreover, the section 26 Applicants state that Contract owners 
and participants will not incur any fees or charges as a result of the 
proposed Substitutions, nor will their rights or insurance benefits or 
the Insurance Companies' obligations under the Contracts be altered in 
any way. Consequently, all expenses incurred in connection with the 
proposed Substitutions, including any brokerage, legal, accounting, and 
other fees and expenses, will be paid by the Insurance Companies. In 
addition, the proposed Substitutions will not impose any tax liability 
on Contract owners or participants. The proposed Substitutions will not 
cause the Contract fees and charges currently being paid by Contract 
owners and participants to be greater after the proposed Substitutions 
than before the proposed Substitutions. All Contract-level fees will 
remain the same after the proposed Substitutions. No fees will be 
charged on the transfers made at the time of the proposed Substitutions 
because each proposed Substitution will not be treated as a transfer 
for purposes of assessing transfer charges or computing the number of 
permissible transfers under the Contracts.
    28. With respect to the Substitutions involving the Old Mutual 
Select Value Portfolio, OpCap Managed Portfolio, Davis Value Portfolio, 
T. Rowe Price Equity Income Portfolio, Dreyfus Appreciation Portfolio 
(Initial shares), OpCap Equity Portfolio, Oppenheimer Main Street Fund/
VA (Service shares), AIM V.I. Mid Cap Core Equity Portfolio (Series I 
shares), Alger American MidCap Growth Portfolio (Class O shares), MFS 
Mid Cap Growth Series (Initial Class shares), Dreyfus Small Cap Stock 
Index Portfolio (Service shares), OpCap Small Cap Portfolio, MFS New 
Discovery Series (Initial Class shares), Janus Flexible Bond Portfolio 
(Institutional and Service shares), OpCap Renaissance Portfolio, and 
the T. Rowe Price New America Growth Portfolio, the section 26 
Applicants represent that, with respect to those who were Contract 
owners or participants on the date of the proposed Substitutions, the 
Insurance Companies will reimburse, on the last business day of each 
fiscal period (not to exceed a fiscal quarter) during the two years 
following the date of the proposed Substitution, the subaccounts 
investing in the applicable Replacement Portfolio such that the sum of 
the Replacement Portfolio's net operating expense ratio (taking into 
account any expense waivers or reimbursements) and subaccount expense 
ratio (asset-based fees and charges deducted on a daily basis from 
subaccount assets and reflected in the calculations of subaccount unit 
value) for such period will not exceed, on an annualized basis, the sum 
of the corresponding Removed Portfolio's net operating expense ratio 
(taking into account any expense waivers or reimbursements) and 
subaccount expense ratio for fiscal year 2006.
    29. With respect to the Substitutions involving the Universal Value 
Portfolio (Class I shares), AIM V.I. Basic Value Fund (Series I 
shares), Fidelity Growth Opportunities Portfolio (Initial Class and 
Service Class shares), PIMCO Total Return Portfolio (Administrative 
shares), Universal Core Plus Fixed Income Portfolio (Class I shares), 
and the Universal U.S. Real Estate Portfolio (Class I and Class II 
shares), the Section 26 Applicants represent that, with respect to 
those who were Contract owners or participants on the date of the 
proposed Substitutions, at no time after the date of the Substitution 
will the Insurance Companies increase Contract charges or total 
Separate Account charges (net of any waiver or reimbursements) of the 
subaccounts that invest in the applicable Replacement Portfolio. If the 
net operating expenses for the applicable Replacement Portfolio (taking 
into account any expense waivers or reimbursements) for any fiscal 
quarter following the date of the Substitution exceed on an annualized 
basis the net expense ratio for the corresponding Removed Portfolio for 
fiscal year 2006, the Insurance Companies will reimburse the Separate 
Account expenses paid during that quarter of the subaccount that 
invests in the applicable Replacement Portfolio to the extent necessary 
to offset the amount by which that Replacement Portfolio's net expense 
ratio for such period exceeds, on an annualized basis, that of the 
corresponding Removed Portfolio.
    30. The section 26 Applicants also agree that, with respect to 
shares issued in connection with the proposed Substitution involving 
the Universal U.S. Real Estate Portfolio, the Rule 12b-1 fees for the 
Replacement Portfolio's Class IB shares will not be raised above the 
Removed Portfolio's Class II shares maximum Rule 12b-1 fee (0.35%)

[[Page 41560]]

without first obtaining shareholder approval.\89\
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    \89\ The Class IB shares of the Replacement Portfolio have a 
higher maximum Rule 12b-1 fee than the Class II shares of the 
Removed Portfolio.
---------------------------------------------------------------------------

    31. In addition, the section 26 Applicants further agree that with 
respect to the Substitutions involving the Alger American Balanced 
Portfolio (Class O shares), MFS Total Return Series (Initial Class 
shares), T. Rowe Price Personal Strategy Balanced Portfolio, Fidelity 
Growth Portfolio (Initial Class and Service Class shares), and the 
Universal Equity Growth Portfolio (Class I shares), the Insurance 
Companies will not increase total separate account charges with respect 
to the corresponding Replacement Portfolio sub-accounts for any 
outstanding Contracts on the date of the Substitutions for a period of 
two years from the date of the Substitutions.
    32. Moreover, the section 26 Applicants agree that, with respect to 
the Substitutions involving the Alger American Balanced Portfolio 
(Class O shares), MFS Total Return Series (Initial Class shares), and 
the T. Rowe Price Personal Strategy Balanced Portfolio, to the extent 
that the annualized expense ratio of each applicable Replacement 
Portfolio exceeds, for each fiscal period (not to exceed a fiscal 
quarter) during the two years following the date of the proposed 
Substitutions, the net expense ratio of the corresponding Removed 
Portfolio for fiscal year 2006, the Insurance Companies will, for each 
Contract outstanding on the date of the proposed Substitutions, 
reimburse, on the last business day of each fiscal period (not to 
exceed a fiscal quarter) during the two years following the date of the 
proposed Substitution, the subaccounts investing in the Replacement 
Portfolio such that the sum of the Replacement Portfolio's net 
operating expense ratio (taking into account any expense waivers or 
reimbursements) and subaccount expense ratio (asset-based fees and 
charges deducted on a daily basis from subaccount assets and reflected 
in the calculations of subaccount unit value) for such period will not 
exceed, on an annualized basis, the sum of the Removed Portfolio's net 
operating expense ratio (taking into account any expense waivers or 
reimbursements) and subaccount expense ratio for fiscal year 2006.
    33. In addition, with respect to the Substitutions involving the 
Fidelity Growth Portfolio (Initial Class and Service Class shares), and 
the Universal Equity Growth Portfolio (Class I shares), the Section 26 
Applicants agree that, in connection with assets held under Contracts 
affected by the Substitutions, the Insurance Companies will not 
receive, for three years from the date of the proposed Substitutions, 
any direct or indirect benefits from the relevant Replacement 
Portfolio, its advisers, or underwriters (or its affiliates) at a rate 
higher than that which they had received from the corresponding Removed 
Portfolios, their advisers, or underwriters (or their affiliates), 
including without limitation, 12b-1, shareholder service, 
administration or other service fees, revenue sharing or other 
arrangements in connection with such assets. The Insurance Companies 
also represent that the proposed Substitutions and the selection of the 
relevant Replacement Portfolio were not motivated by any financial 
consideration paid or to be paid to the Insurance Companies or their 
affiliates by the relevant Replacement Portfolio, its advisers, 
underwriters or affiliates.

Applicants' Legal Analysis

    1. Section 26(c) of the 1940 Act prohibits the depositor of a 
registered unit investment trust that invests in the securities of a 
single issuer from substituting the securities of another issuer 
without Commission approval. Section 26(c) provides that ``[t]he 
Commission shall issue an order approving such substitution if the 
evidence establishes that it is consistent with the protection of 
investors and the purposes fairly intended by the policy and provisions 
of this title.''
    2. The section 26 Applicants assert that the each proposed 
Substitution involves a substitution of securities within the meaning 
of section 26(c) of the 1940 Act and therefore request an order from 
the Commission pursuant to section 26(c) approving the proposed 
Substitutions.
    3. The section 26 Applicants state they have reserved the right 
under the Contracts to substitute shares of another eligible investment 
fund for one of the current investment funds offered as a funding 
option under the Contracts both to protect themselves and their 
Contract owners and participants in situations where either might be 
harmed or disadvantaged by events affecting the issuer of the 
securities held by a Separate Account and to preserve the opportunity 
to replace such shares in situations where a substitution could benefit 
the Insurance Companies and their respective Contract owners and 
participants.
    4. The section 26 Applicants also argue that each Replacement 
Portfolio and its corresponding Removed Portfolio have similar, and in 
some cases substantially similar or identical, investment objectives, 
policies and risks. In addition, each proposed Substitution retains for 
Contract owners and participants the investment flexibility that is a 
central feature of the Contracts. The section 26 Applicants assert that 
any impact on the investment programs of affected Contract owners and 
participants, including the appropriateness of the available investment 
options, should therefore be negligible.
    5. The section 26 Applicants further assert that the ultimate 
effect of the Substitutions would be to remove overlapping and 
duplicative investment options and those investment options that have 
not attracted sufficient Contract owner or participant interest to 
support maintaining them as investment options under the Contracts. The 
Substitutions will permit the Insurance Companies to present 
information to their Contract owners and participants in a simpler and 
more concise manner, and it is anticipated that after the proposed 
Substitutions, Contract owners and participants will be provided with 
disclosure documents that contain a simpler presentation of the 
available investment options under their Contracts.
    6. In addition, the section 26 Applicants also argue that in 
connection with each proposed Substitution, Contract owners and 
participants with subaccount balances invested in a Replacement 
Portfolio will have the same or lower net operating expense ratio(s) 
after the Substitution. In this regard, each Insurance Company has 
agreed to impose certain expense limits, as discussed above, to ensure 
that Contract owners and participants do not incur higher expenses as a 
result of a Substitution either for a period of two years after the 
Substitution or for the life of the Contract, as applicable.
    7. In addition to the foregoing, the section 26 Applicants 
generally submit that each proposed Substitution meets the standards 
that the Commission and its staff have applied to similar substitutions 
that the Commission previously has approved. The section 26 Applicants 
also submit that the proposed Substitutions are not of the type that 
section 26(c) was designed to prevent as the Contracts provide each 
Contract owner or participant with the right to exercise his or her own 
judgment, and transfer Contract values and cash values into and among 
other investment options available to Contract owners or participants 
under their Contracts. Additionally, the Substitutions will not, in any 
manner, reduce the nature or quality of the

[[Page 41561]]

available investment options. In this regard, the proposed 
Substitutions retain for Contract owners and participants the 
investment flexibility which is a central feature of the Contracts.
    8. Moreover, the section 26 Applicants will offer Contract owners 
and participants the opportunity to transfer amounts out of the 
affected subaccounts without any cost or other penalty (other than with 
respect to implementing policies and procedures designed to prevent 
disruptive transfer and other market timing activity) that may 
otherwise have been imposed for a period beginning on the date of the 
supplement notifying Contract owners and participants of the proposed 
Substitutions (which supplement has been delivered to Contract owners 
and participants at least thirty (30) days before the Substitutions) 
and ending no earlier than thirty (30) days after the proposed 
Substitutions. The Substitutions, therefore, will not result in the 
type of costly forced redemption that section 26(c) was designed to 
prevent.
    9. The section 26 Applicants also note that the proposed 
Substitutions are also unlike the type of substitution that section 
26(c) was designed to prevent in that by purchasing a Contract or 
participating in a group Contract, Contract owners and participants 
select much more than a particular underlying fund in which to invest 
their Contract values. They also select the specific type of insurance 
coverage offered by the section 26 Applicants under the applicable 
Contract, as well as numerous other rights and privileges set forth in 
the Contract. Contract owners and participants also may have considered 
the Insurance Company's size, financial condition, and its reputation 
for service in selecting their Contract. These factors will not change 
as a result of the proposed Substitutions, nor will the annuity, life 
or tax benefits afforded under the Contracts held by any of the 
affected Contract owners or participants.
    10. Section 17(a)(1) of the 1940 Act, in relevant part, prohibits 
any affiliated person of a registered investment company, or any 
affiliated person of such a person, acting as principal, from knowingly 
selling any security or other property to that company. Section 
17(a)(2) of the 1940 Act generally prohibits the same persons, acting 
as principals, from knowingly purchasing any security or other property 
from the registered investment company.
    11. Section 17(b) of the 1940 Act provides that the Commission may, 
upon application, issue an order exempting any proposed transaction 
from the provisions of Section 17(a) if: (i) the terms of the proposed 
transactions are reasonable and fair and do not involve overreaching on 
the part of any person concerned; (ii) the proposed transactions are 
consistent with the policy of each registered investment company 
concerned; and (iii) the proposed transactions are consistent with the 
general purposes of the 1940 Act.
    12. The section 17 Applicants request an order pursuant to section 
17(b) of the 1940 Act exempting them from the provisions of section 
17(a) of the 1940 Act to the extent necessary to permit them to carry 
out the In-Kind Transactions in connection with the proposed 
Substitutions.
    13. The section 17 Applicants submit that the terms of the proposed 
In-Kind Transactions, including the consideration to be paid and 
received, as described in the application, are reasonable and fair and 
do not involve overreaching on the part of any person concerned. The 
In-Kind Transactions will be effected at the respective net asset 
values of each of the relevant Removed Portfolios and each of the 
relevant Replacement Portfolios, as determined in accordance with the 
procedures disclosed in the registration statement for the relevant 
investment company and as required by Rule 22c-1 under the 1940 Act. 
The In-Kind Transactions will not change the dollar value of any 
Contract owner's or participant's investment in any of the Separate 
Accounts, the value of any Contract, the accumulation value or other 
value credited to any Contract, or the death benefit payable under any 
Contract. After the proposed In-Kind Transactions, the value of a 
Separate Account's investment in a Replacement Portfolio will equal the 
value of its investments in the corresponding Removed Portfolio 
(together with the value of any pre-existing investments in the 
Replacement Portfolio) before the In-Kind Transactions.
    14. The section 17 Applicants state they will assure themselves 
that the In-Kind Transactions will be in substantial compliance with 
the conditions of Rule 17a-7 under the 1940 Act. The section 17 
Applicants will assure themselves that the investment companies will 
carry out the proposed In-Kind Transactions in conformity with the 
conditions of Rule 17a-7 (or, as applicable, a Removed Portfolio's and 
a Replacement Portfolio's normal valuation procedures, as set forth in 
the relevant investment company's registration statement), except that 
the consideration paid for the securities being purchased or sold will 
not be cash.
    15. The section 17 Applicants also assert that the proposed In-Kind 
Transactions do not involve overreaching on the part of any person 
concerned. Furthermore, the section 17 Applicants represent that the 
proposed In-Kind Transactions will be consistent with the policies of 
the Removed and corresponding Replacement Portfolios, as recited in 
their respective current registration statements, and that the proposed 
In-Kind Transactions are consistent with the general purposes of the 
1940 Act and do not present any conditions or abuses that the 1940 Act 
was designed to prevent.

Conclusion

    For the reasons set forth in the application, the Applicants each 
respectively request that the Commission issue an order of approval 
pursuant to section 26(c) of the 1940 Act and an order of exemption 
pursuant to section 17(b) of the 1940 Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-14663 Filed 7-27-07; 8:45 am]

BILLING CODE 8010-01-P
