
[Federal Register: March 14, 2008 (Volume 73, Number 51)]
[Notices]               
[Page 13931-13939]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr14mr08-104]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-28190; File No. 812-13439]

 
MetLife Insurance Company of Connecticut, et al.

March 10, 2008.
AGENCY: Securities and Exchange Commission (``Commission'').

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

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

Applicants: MetLife Insurance Company of Connecticut (``MetLife of 
CT''), MetLife of CT Separate Account Five for Variable Annuities 
(``Separate Account Five''), MetLife of CT Separate Account Seven for 
Variable Annuities (``Separate Account Seven''), MetLife of CT Separate 
Account Nine for Variable Annuities (``Separate Account Nine''), 
MetLife of CT Separate Account Eleven for Variable Annuities 
(``Separate Account Eleven''), MetLife of CT Separate Account Thirteen 
for Variable Annuities (``Separate Account Thirteen''), MetLife of CT 
Fund U for Variable Annuities (``Fund U''), MetLife of CT Separate 
Account PF for Variable Annuities (``Separate Account PF''), MetLife of 
CT Separate Account TM for Variable Annuities (``Separate Account 
TM''), MetLife of CT Fund ABD for Variable Annuities (``Fund ABD''), 
MetLife of CT Fund BD for Variable Annuities (``Fund BD''), MetLife of 
CT Separate Account QP for Variable Annuities (``Separate Account 
QP''), MetLife of CT Separate Account QPN for Variable Annuities 
(``Separate Account QPN''), MetLife of CT Fund BD III for Variable 
Annuities (``Fund BD III''), MetLife Insurance Company of CT Variable 
Annuity Separate Account 2002 (``Separate Account 2002''), MetLife of 
CT Separate Account CPPVUL I (``Separate Account CPPVUL I''), MetLife 
of CT Fund UL III for Variable Life Insurance (``Fund UL III''), 
MetLife of CT Fund UL for Variable Life Insurance (``Fund UL''), 
MetLife of CT Separate Account Six for Variable Annuities (``Separate 
Account Six''), MetLife of CT Separate Account Eight for Variable 
Annuities (``Separate Account Eight''), MetLife of CT Separate Account 
Ten for Variable Annuities (``Separate Account Ten''), MetLife of CT 
Separate Account Twelve for Variable Annuities (``Separate Account 
Twelve''), MetLife of CT Separate Account Fourteen for Variable 
Annuities (``Separate Account Fourteen''), MetLife of CT Separate 
Account PF II for Variable Annuities (``Separate Account PF II''), 
MetLife of CT Separate Account TM II for Variable Annuities (``Separate 
Account TM II''), MetLife of CT Fund ABD II for Variable Annuities 
(``Fund ABD II''), MetLife of CT Fund BD II for Variable Annuities 
(``Fund BD II''), MetLife of CT Fund BD IV for Variable Annuities 
(``Fund BD IV''), MetLife Life and Annuity Company of CT Variable 
Annuity Separate Account 2002 (``MetLife LAN Separate Account 2002''), 
MetLife of CT Fund UL II for Variable Life Insurance (``Fund UL II''), 
MetLife Investors Insurance Company (``MetLife Investors''), MetLife 
Investors Variable Annuity Account One (``VA Account One''), MetLife 
Investors Variable Annuity Account Five (``VA Account Five''), MetLife 
Investors Variable Life Account One (``VL Account One''), MetLife 
Investors Variable Life Account Five (``VL Account Five''), MetLife 
Investors Variable Life Account Eight (``VL Account Eight''), First 
MetLife Investors Insurance Company (``First MetLife Investors''), 
First MetLife Investors Variable Annuity Account One (``First VA 
Account One''), MetLife Investors USA Insurance Company (``MetLife 
Investors USA''), MetLife Investors USA Separate Account A (``Separate 
Account A''), Metropolitan Life Insurance Company (``MetLife''), 
Metropolitan Life Separate Account E (``Separate Account E''), 
Metropolitan Life Separate Account F (``Separate Account F''), 
Metropolitan Life Separate Account DCVL (``Separate Account DCVL''), 
Metropolitan Life Separate Account UL (``Separate Account UL''), 
Metropolitan Life Variable Annuity Separate Account I (formerly First 
Citicorp Life Variable Annuity Separate Account) (``Separate Account 
I''), Metropolitan Life Variable Annuity Separate Account II (formerly 
Citicorp Life Variable Annuity Separate Account) (``Separate Account 
II''), Metropolitan Life Separate Account 18S (formerly Security Equity 
Separate Account 18) (``Separate Account 18S''), Metropolitan Life 
Separate Account 13S (formerly Security Equity Separate Account 13) 
(``Separate Account 13S''), Metropolitan Life Separate Account 37S 
(formerly Security Equity Separate Account 37) (``Separate Account 
37S''), Security Equity Separate Account Twenty Six (``SE Separate 
Account Twenty Six''), The New England Variable Account (``NEVA''), New 
England Life Insurance Company (``New England''), New England Variable 
Life Separate Account (``NEVL Separate Account''), New England Variable 
Life Separate Account Four (``NEVL Separate Account Four''), New 
England Variable Life Separate Account Five (``NEVL Separate Account 
Five''), General American Life Insurance Company (``General American'') 
(together with MetLife of CT, MetLife Investors, First MetLife 
Investors, MetLife Investors USA, MetLife, New England and General 
American, the ``Insurance Companies''), General American Separate 
Account Two (``GA Separate Account Two''), General American Separate 
Account Seven (``GA Separate Account Seven''), General American 
Separate Account Eleven (``GA Separate Account Eleven''), General 
American Separate Account Twenty Eight (``GA Separate Account Twenty 
Eight''), General American Separate Account Thirty-Three (``Separate 
Account Thirty-Three''), General American Separate Account Fifty-Eight 
(``GA Separate

[[Page 13932]]

Account Fifty-Eight''), General American Separate Account Fifty-Nine 
(``GA Separate Account Fifty-Nine'') (together with Separate Account 
Six, Separate Account Seven, Separate Account Eight, Separate Account 
Nine, Separate Account Ten, Separate Account Eleven, Separate Account 
Twelve, Separate Account Thirteen, Separate Account Fourteen, Fund U, 
Separate Account PF, Separate Account TM, Fund ABD, Fund BD, Separate 
Account QP, Separate Account QPN, Fund BD III, Separate Account 2002, 
Separate Account CPPVUL I, Separate Account Five, Fund UL III, Fund UL, 
Separate Account PF II, Separate Account TM II, Fund ABD II, Fund BD 
II, Fund BD IV, MetLife LAN Separate Account 2002, Fund UL II, VA 
Account One, VA Account Five, VL Account Eight, First VA Account One, 
VL Account One, VL Account Five, Separate Account A, Separate Account 
E, Separate Account F, Separate Account DCVL, Separate Account UL, 
Separate Account I, Separate Account II, Separate Account 18S, Separate 
Account 13S, Separate Account 37S, SE Separate Account Twenty Six, 
NEVA, NEVL Separate Account, NEVL Separate Account Four, NEVL Separate 
Account Five, GA Separate Account Two, GA Separate Account Seven, GA 
Separate Account Eleven, GA Separate Account Twenty Eight, GA Separate 
Account Thirty-Three, GA Separate Account Fifty-Eight and GA Separate 
Account Fifty-Nine, the ``Separate Accounts''), Met Investors Series 
Trust (``MIST'') and Metropolitan Series Fund, Inc. (``Met Series 
Fund'' together with MIST, the ``Investment Companies''). The Insurance 
Companies and the Separate Accounts are referred to as the 
``Substitution Applicants'' or ``Applicants.'' The Insurance Companies, 
the Separate Accounts and the Investment Companies are referred to as 
the ``Section 17 Applicants.''

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

Filing Date: The application was filed on October 10, 2007, and an 
amended and restated application was filed on March 7, 2008.

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Secretary of the 
Commission and serving Applicants with a copy of the request personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on April 14, 2008, and should be accompanied by proof of 
service on Applicants, in the form of an affidavit or for lawyers a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request and the issued contested. 
Persons may request notification of a hearing by writing to the 
Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090. Applicants c/o Paul G. Cellupica, Chief 
Counsel, MetLife Group, One MetLife Plaza, 27-01 Queens Plaza North, 
Long Island City, NY 11101.

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

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

Applicants' Representations

    1. MetLife of CT (formerly, The Travelers Insurance Company) is a 
stock life insurance company organized in 1863 under the laws of 
Connecticut. MetLife Investors is a stock life insurance company 
organized on August 17, 1981, under the laws of Missouri. First MetLife 
Investors is a stock life insurance company organized on December 31, 
1992, under the laws of New York. MetLife Investors USA is a stock life 
insurance company organized on September 13, 1960, under the laws of 
Delaware. MetLife is a stock life insurance company organized in 1868 
under the laws of New York. New England is a stock life insurance 
company organized in 1980 under the laws of Delaware. General American 
is a stock life insurance company organized in 1933 under the laws of 
Missouri.
    2. Separate Account Five, Separate Account Seven, Separate Account 
Nine, Separate Account Eleven, Separate Account Thirteen, Fund U, 
Separate Account PF, Separate Account TM, Fund ABD, Fund BD, Separate 
Account QP, Fund BD III, Separate Account 2002, Fund UL III, Fund UL, 
Separate Account Six, Separate Account Eight, Separate Account Ten, 
Separate Account Twelve, Separate Account Fourteen, Separate Account PF 
II, Separate Account TM II, Fund ABD II, Fund BD II, Fund BD IV, 
MetLife LAN Separate Account 2002, Fund UL II, VA Account One, VA 
Account Five, VL Account One, VL Account Five, First VA Account One, 
Separate Account A, Separate Account E, Separate Account UL, Separate 
Account I, Separate Account II, Separate Account 13S, SE Separate 
Account Twenty Six, NEVA, NEVL Separate Account, GA Separate Account 
Two, GA Separate Account Eleven, and GA Separate Account Twenty Eight 
are registered under the Act as unit investment trusts for the purpose 
of funding the Contracts. Security interests under the Contracts have 
been registered under the Securities Act of 1933.
    3. Separate Account QPN is exempt from registration under the Act. 
Security interests under the Contracts have been registered under the 
Securities Act of 1933.
    4. Separate Account CCPVUL 1, VL Account Eight, Separate Account 
DCVL, Separate Account 18S, Separate Account 37S, NEVL Separate Account 
Four, Separate Account F, NEVL Separate Account Five, GA Separate 
Account Seven, GA Separate Account Thirty-Three, GA Separate Account 
Fifty-Eight, and GA Separate Account Fifty-Nine serve as separate 
account funding vehicles for certain Contracts that are exempt from 
registration under Section 4(2) of the Securities Act of 1933 and 
Regulation D thereunder.
    5. MIST and Met Series Fund are each registered under the Act as 
open-end management investment companies of the series type, and their 
securities are registered under the Securities Act of 1933. Met 
Investors Advisory, LLC and MetLife Advisers, LLC serve as investment 
adviser to MIST and Met Series Fund, respectively.
    6. The annuity contracts permit the Insurance Companies to 
substitute shares of one fund with shares of another, including a fund 
of a different registered investment company.
    7. Each Insurance Company, on its behalf and on behalf of the 
Separate Accounts, proposes to make certain substitutions of shares of 
sixteen funds (the ``Existing Funds'') held in sub-accounts of its 
respective Separate Accounts for certain series (the

[[Page 13933]]

``Replacement Funds'') of MIST and Met Series Fund.
    8. The proposed substitutions are as follows: shares of MIST's 
Lazard Mid-Cap Portfolio for shares of AIM V.I. Mid-Cap Core Equity 
Portfolio and Dreyfus MidCap Stock Portfolio; shares of Met Series 
Fund's Davis Venture Value Portfolio for shares of Dreyfus Appreciation 
Portfolio; shares of Met Series Fund's T. Rowe Price Small Cap Growth 
Portfolio for shares of Dreyfus Developing Leaders Portfolio; shares of 
MIST's Oppenheimer Capital Appreciation Portfolio for shares of 
Fidelity VIP Growth Portfolio; shares of MIST's MFS Emerging Markets 
Equity Portfolio for shares of Templeton Developing Markets Securities 
Fund; shares of Met Series Fund's Jennison Growth Portfolio for shares 
of Van Kampen Strategic Growth Portfolio; shares of MIST's Van Kampen 
Mid-Cap Growth Portfolio for shares of Van Kampen UIF Mid Cap Growth 
Portfolio and Putnam VT Discovery Growth Fund; shares of Met Series 
Fund's Western Asset Management U.S. Government Portfolio for shares of 
AIM V.I. Government Securities Fund and Legg Mason Partners Variable 
Government Portfolio; shares of Met Series Fund's T. Rowe Price Large 
Cap Growth Portfolio for shares of AllianceBernstein VPS Large Cap 
Growth Portfolio and MFS Emerging Growth Series; shares of MIST's MFS 
Research International Portfolio for shares of Fidelity VIP Overseas 
Portfolio; shares of Met Series Fund's Oppenheimer Global Equity 
Portfolio for shares of Janus Worldwide Growth Portfolio; and shares of 
MIST's BlackRock Large-Cap Core Portfolio for shares of MFS Research 
Series.
    9. Following is a summary of the investment objectives and polices 
of the Existing Funds and their respective Replacement Funds. 
Additional information including asset sizes, risk factors and 
comparative performance history for each Existing Fund and each 
Replacement Fund can be found in the Application.

------------------------------------------------------------------------
             Existing fund                       Replacement fund
------------------------------------------------------------------------
AIM V.I. Mid-Cap Core Equity Fund--      Lazard Mid-Cap Portfolio--seeks
 seeks long-term capital growth. The      long-term growth of capital.
 Fund normally invests at least 80% of    The Portfolio normally invests
 its assets in equity securities,         at least 80% of its net assets
 including convertible securities, of     in equity securities including
 mid-capitalization companies.            convertible securities of
                                          undervalued mid-cap companies.
Dreyfus MidCap Stock Portfolio--seeks    ...............................
 investment results that are greater
 than the total return performance of
 publicly traded common stocks of mid-
 sized domestic companies in the
 aggregate as represented by the
 Standard & Poor's MidCap 400 Index.
 The Portfolio normally invests at
 least 80% of its assets in stocks of
 mid-sized companies.
Dreyfus Appreciation Portfolio--seeks    Davis Venture Value Portfolio--
 long-term capital growth consistent      seeks growth of capital. Under
 with the preservation of capital.        normal circumstances, the
 Current income is a secondary goal.      majority of the Portfolio's
 Under normal circumstances, the          assets are primarily invested
 Portfolio invests at least 80% of its    in equity securities of
 assets in common stocks.                 undervalued companies with
                                          market capitalizations of at
                                          least $10 billion.
Dreyfus Developing Leaders Portfolio--   T. Rowe Price Small Cap Growth
 seeks capital growth. The Portfolio      Portfolio--seeks long-term
 normally invests at least 80% of its     capital growth. Under normal
 assets in the stocks of companies        market conditions, invests at
 believed to be developing leaders,       least 80% of the Portfolio's
 companies characterized by new or        net assets in a diversified
 innovative products, services or         group of small capitalization
 processes having the potential to        companies, within the range of
 enhance earnings or revenue growth.      market capitalization of
                                          companies in the MSCI U.S.
                                          Small Cap Growth Index.
Fidelity VIP Growth Portfolio--seeks     Oppenheimer Capital
 capital appreciation. Normally, the      Appreciation Portfolio--seeks
 Portfolio invests at least 80% of its    capital appreciation. The
 assets in stocks, primarily common       Portfolio invests mainly in
 stocks.                                  common stocks of growth
                                          companies.
Templeton Developing Markets Securities  MFS Emerging Markets Equity
 Fund--seeks long-term capital            Portfolio--seeks capital
 appreciation. Normally, the Fund         appreciation. The Portfolio
 invests at least 80% of its net assets   normally invests at least 80%
 in emerging market investments.          of its net assets in equity
                                          investments of issuers that
                                          are tied economically to
                                          emerging market economies.
Van Kampen Strategic Growth Portfolio--  Jennison Growth Portfolio--
 seeks capital appreciation. Under        seeks long-term growth of
 normal market conditions, the            capital. The Portfolio
 Portfolio invests primarily in common    normally invests at least 65%
 stocks of domestic or foreign            of its assets in equity and
 companies considered to have higher      equity-related securities of
 potential growth rates than may be       U.S. growth companies that
 currently expected in the market.        exceed $1 billion in market
                                          capitalization and are
                                          believed to have strong
                                          capital appreciation
                                          potential.
Van Kampen UIF Mid Cap Growth            Van Kampen Mid-Cap Growth
 Portfolio--seeks long-term capital       Portfolio--seeks capital
 growth by investing primarily in         appreciation. Under normal
 common stocks and other equity           market conditions, the
 securities.                              Portfolio invests at least 80%
                                          of its assets in securities of
                                          medium-sized companies.
Putnam VT Discovery Growth Fund--seeks   ...............................
 long-term growth of capital. The Fund
 invests mainly in the common stocks of
 U.S. companies with a focus on growth
 stocks.
AIM V.I. Government Securities Fund--    Western Asset Management U.S.
 seeks a high level of current income     Government Portfolio--seeks to
 consistent with reasonable concern for   maximize total return
 safety of principal. Normally, at        consistent with preservation
 least 80% of the Fund's assets will be   of capital and maintenance of
 invested, issued, guaranteed or          liquidity. The Portfolio
 otherwise backed by the U.S.             generally invests at least 80%
 Government or its agencies and           of its assets in fixed income
 instrumentalities.                       securities issued or
                                          guaranteed by the U.S.
                                          Government or its agencies,
                                          authorities or
                                          instrumentalities.
Legg Mason Partners Variable Government  ...............................
 Portfolio--seeks high current return
 consistent with preservation of
 capital. Under normal circumstances,
 the Portfolio invests at least 80% of
 its net assets in debt securities
 issued or guaranteed by the U.S.
 government, its agencies or
 instrumentalities and related
 investments.
AllianceBernstein VPS Large Cap Growth   T. Rowe Price Large Cap Growth
 Portfolio--seeks long term growth of     Portfolio--seeks long-term
 capital. Under normal circumstances,     growth of capital and,
 the Portfolio will invest at least 80%   secondarily, dividend income.
 of its net assets in common stocks of    Normally, the Portfolio
 a limited number of large                invests at least 80% of its
 capitalization growth U.S. companies.    assets in the equity
                                          securities of a diversified
                                          group of large capitalization
                                          companies.

[[Page 13934]]


MFS Emerging Growth Series--seeks        ...............................
 capital appreciation. The Series
 invests primarily in equity securities
 of companies believed to have above
 average earnings growth potential.
Fidelity VIP Overseas Portfolio--seeks   MFS Research International
 long-term growth of capital. Normally,   Portfolio--seeks capital
 the Portfolio invests at least 80% of    appreciation. The Portfolio
 its assets in non-U.S. securities,       invests primarily in foreign
 primarily common stocks.                 equity securities, including
                                          emerging market equity
                                          securities.
Janus Worldwide Growth Portfolio--seeks  Oppenheimer Global Equity
 long-term growth of capital in a         Portfolio--seeks capital
 manner consistent with the               appreciation. Under normal
 preservation of capital. The Portfolio   circumstances the Portfolio
 invests primarily in the common stocks   invests in primarily common
 of companies of any size located         stocks of U.S. and foreign
 throughout the world.                    growth companies.
MFS Research Series--seeks capital       BlackRock Large-Cap Core
 appreciation. The investment adviser     Portfolio--seeks long-term
 normally invests the Series' assets      capital growth. Normally, the
 primarily in equity securities.          Portfolio invests at least 80%
                                          of its assets in U.S. large-
                                          cap companies.
------------------------------------------------------------------------

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

----------------------------------------------------------------------------------------------------------------
                                                                                   Total                  Net
                                        Management     Distribution     Other      annual    Expense     annual
                                           fees        (12b-1) fees    expenses   expenses   waivers    expenses
----------------------------------------------------------------------------------------------------------------
Replacement Fund: Lazard Mid-Cap                0.70           *0.25       0.06       1.01        N/A       1.01
 Portfolio, Class B.................
Existing Fund: AIM V.I. Mid-Cap Core            0.72            0.25       0.34       1.31        N/A       1.31
 Equity Fund, Series II.............
Replacement Fund: Lazard Mid-Cap                0.70             N/A       0.06       0.76        N/A       0.76
 Portfolio, Class A.................
Existing Fund: Dreyfus MidCap Stock             0.75             N/A       0.06       0.81        N/A       0.81
 Portfolio, Initial Class...........
Replacement Fund: Lazard Mid-Cap                0.70           *0.25       0.06       1.01        N/A       1.01
 Portfolio, Class B.................
Existing Fund: Dreyfus MidCap Stock             0.75            0.25       0.06       1.06        N/A       1.06
 Portfolio, Service Class...........
Replacement Fund: Davis Venture                 0.71             N/A       0.04       0.75        N/A       0.75
 Value Portfolio, Class A...........
Existing Fund: Dreyfus Appreciation             0.75             N/A       0.07       0.82        N/A       0.82
 Portfolio, Initial Class...........
Replacement Fund: T. Rowe Price                 0.51           *0.25       0.07       0.83        N/A       0.83
 Small Cap Growth Portfolio, Class B
Existing Fund: Dreyfus Developing               0.75             N/A       0.09       0.84        N/A       0.84
 Leaders Portfolio, Initial Class...
Replacement Fund: Oppenheimer                   0.57             N/A       0.05       0.62        N/A       0.62
 Capital Appreciation Portfolio,
 Class A............................
Existing Fund: Fidelity VIP Growth              0.57             N/A       0.11       0.68        N/A       0.68
 Portfolio, Initial Class...........
Replacement Fund: MFS Emerging                  1.04             N/A       0.29       1.33     **0.03       1.30
 Markets Equity Portfolio, Class A..
Existing Fund: Templeton Developing             1.23             N/A       0.24       1.47        N/A       1.47
 Markets Securities Fund, Class 1...
Replacement Fund: MFS Emerging                  1.04           *0.25       0.47       1.76     **0.21       1.55
 Markets Equity Portfolio, Class B..
Existing Fund:Templeton Developing              1.23            0.25       0.24       1.72        N/A       1.72
 Markets Securities Fund, Class 2...
Replacement Fund: Jennison Growth               0.63             N/A       0.05       0.68        N/A       0.68
 Portfolio, Class A.................
Existing Fund: Van Kampen Strategic             0.70             N/A       0.08       0.78        N/A       0.78
 Growth Portfolio, Class I..........
Replacement Fund: Jennison Growth               0.63           *0.25       0.05       0.93        N/A       0.93
 Portfolio, Class B.................
Existing Fund: Van Kampen Strategic             0.70            0.25       0.08       1.03        N/A       1.03
 Growth Portfolio, Class II.........
Replacement Fund: Van Kampen Mid-Cap            0.70             N/A       0.26       0.96     **0.05       0.91
 Growth Portfolio, Class A..........
Existing Fund: Van Kampen UIF Mid               0.75             N/A       0.31       1.06        N/A       1.06
 Cap Growth Portfolio, Class I......
Replacement Fund: Western Asset                 0.50             N/A       0.07       0.57        N/A       0.57
 Management U.S. Government
 Portfolio, Class A.................
Existing Fund: AIM V.I. Government              0.46             N/A       0.33       0.79     **0.04       0.75
 Securities Fund, Series I..........
Replacement Fund: Western Asset                 0.50           *0.25       0.07       0.82        N/A       0.82
 Management U.S. Government
 Portfolio, Class B.................
Existing Fund: AIM V.I. Government              0.46            0.25       0.33       1.04     **0.04       1.00
 Securities Fund, Series II.........
Replacement Fund: T. Rowe Price                 0.60           *0.25       0.08       0.93        N/A       0.93
 Large Cap Growth Portfolio, Class B
Existing Fund: AllianceBernstein                0.75            0.25       0.08       1.08        N/A       1.08
 Large Cap Growth Portfolio, Class B
Replacement Fund: MFS Research                  0.72             N/A       0.14       0.86        N/A       0.86
 International Portfolio, Class A...
Existing Fund: Fidelity VIP Overseas            0.72             N/A       0.16       0.88        N/A       0.88
 Portfolio, Initial Class...........
Replacement Fund: MFS Research                  0.72           *0.25       0.14       1.11        N/A       1.11
 International Portfolio, Class B...

[[Page 13935]]


Existing Fund: Fidelity VIP Overseas            0.72            0.25       0.16       1.13        N/A       1.13
 Portfolio, Service Class 2.........
Replacement Fund: Oppenheimer Global            0.53             N/A       0.09       0.62        N/A       0.62
 Equity Portfolio, Class A..........
Existing Fund: Janus Worldwide                  0.60             N/A       0.04       0.64        N/A       0.64
 Growth Portfolio, Institutional
 Class..............................
Replacement Fund: Oppenheimer Global            0.53           *0.25       0.09       0.87        N/A       0.87
 Equity Portfolio, Class B..........
Existing Fund: Janus Worldwide                  0.60            0.25       0.05       0.90        N/A       0.90
 Growth Portfolio, Service Class....
Replacement Fund: T. Rowe Price                 0.60             N/A       0.08       0.68        N/A       0.68
 Large Cap Growth Portfolio, Class A
Existing Fund: MFS Emerging Growth              0.75             N/A       0.12       0.87        N/A       0.87
 Series, Initial Class..............
Replacement Fund: BlackRock Large-              0.63             N/A       0.22       0.85        N/A       0.85
 Cap Core Portfolio, Class A........
Existing Fund: MFS Research Series,             0.75             N/A       0.14       0.89        N/A       0.89
 Initial Class......................
Replacement Fund: Van Kampen Mid-Cap            0.70           *0.25       0.27       1.22     **0.06       1.16
 Growth Portfolio, Class B..........
Existing Fund: Putnam VT Discovery              0.70            0.25       0.55       1.50        N/A       1.50
 Growth Fund, Class B...............
Replacement Fund: Western Asset                 0.50             N/A       0.07       0.57        N/A       0.57
 Management U.S. Government
 Portfolio, Class A.................
Existing Fund: Legg Mason Partners              0.55             N/A       0.13       0.68        N/A      0.68
 Variable Government Portfolio,
 Class I............................
----------------------------------------------------------------------------------------------------------------
* Trustees/directors can increase 12b-1 fee to .50% without stockholder approval.
** Contractual waivers expiring 4/30/09.

    11. MetLife Advisers, LLC or Met Investors Advisory, LLC is the 
adviser of each of the Replacement Funds. Each Replacement Fund 
currently offers up to five classes of shares, two of which, Class A 
and Class B are involved in the substitutions. No Rule 12b-1 Plan has 
been adopted for any Replacement Fund's Class A shares. Each 
Replacement Fund's Class B shares have adopted a Rule 12b-1 
distribution plan whereby up to 0.50% of a Fund's assets attributable 
to its Class B shares, may be used to finance the distribution of the 
Fund's shares. Currently, payments under the plan are limited to 0.25% 
for Class B shares. The boards of trustees/directors of each MIST and 
Met Series Fund may increase payments under its plans to the full 
amount without shareholder approval. However, Met Series Fund and MIST 
represent that Rule 12b-1 fees of the Class B shares of the Replacement 
Funds issued in connection with the proposed substitutions will not be 
raised above the current rate without approval after the substitution 
of a majority in interest of the respective Replacement Funds' 
shareholders.
    12. Met Investors Advisory, LLC has entered into an agreement with 
MIST whereby, for the period ending April 30, 2009 and any subsequent 
year in which the agreement is in effect, the total annual operating 
expenses of the following Replacement Funds (excluding interest, taxes, 
brokerage commissions and Rule 12b-1 fees) will not exceed the amounts 
stated. These expense caps may be extended by the investment adviser 
from year to year:

------------------------------------------------------------------------
                                                                Percent
------------------------------------------------------------------------
Lazard Mid-Cap Portfolio.....................................       0.80
Oppenheimer Capital Appreciation Portfolio...................       0.75
MFS Emerging Markets Equity Portfolio........................       1.30
Van Kampen Mid-Cap Growth Portfolio..........................       0.90
MFS Research International Portfolio.........................       1.00
BlackRock Large-Cap Core Portfolio...........................       1.00
------------------------------------------------------------------------

    13. The Applicants believe the substitutions will provide 
significant benefits to Contract owners, including improved selection 
of sub-advisers and simplification of fund offerings through the 
elimination of overlapping offerings.
    14. As a result of the substitutions, the number of investment 
options under each Contract will either not be decreased, 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 3 to 110 after the 
substitutions versus 3 to 110 before the substitutions).
    15. Those substitutions which replace outside funds with funds for 
which either Met Investors Advisory, LLC or MetLife Advisers, LLC acts 
as investment adviser will permit each adviser, under the respective 
Multi-Manager Order [IC-22824 (1997) and IC-23859 (1999)], to hire, 
monitor and replace sub-advisers as necessary to achieve optimal 
performance.
    16. Contract owners with sub-account balances invested (through the 
separate account) in shares of the Replacement Funds will have lower 
total expense ratios taking into account fund expenses (including Rule 
12b-1 fees, if any) and current fee waivers.
    17. In the following substitutions, the management fee and 
applicable Rule 12b-1 fee of the Replacement Fund are either currently 
higher, or, at certain management fee breakpoints, may be higher than 
those of the respective Existing Fund: AIM V.I. Government Securities 
Fund/Western Asset Management U.S. Government Portfolio; Dreyfus 
Developing Leaders Portfolio/T. Rowe Price Small Cap Growth Portfolio; 
Fidelity VIP Growth Portfolio/Oppenheimer Capital Appreciation 
Portfolio; Fidelity VIP Overseas Portfolio/MFS Research International 
Portfolio; Janus Worldwide Growth Portfolio/Oppenheimer Global Equity 
Portfolio; Putnam VT Discovery Growth Fund/Van Kampen Mid-Cap Growth 
Portfolio; and Legg Mason Partners Variable Government Portfolio/
Western Asset Management U.S. Government Portfolio.
    18. The Substitution Applicants propose to limit Contract charges 
attributable to Contract value invested in the Replacement Funds 
identified above following the proposed substitutions to a rate that 
would offset the difference in the expense ratio

[[Page 13936]]

between each Existing Fund's net expense ratio and the net expense 
ratio for the respective Replacement Fund. The other substitutions will 
result in decreased net expense ratios (ranging from 2 basis points to 
34 basis points), except as listed above. Moreover, there will be no 
increase in Contract fees and expenses, including mortality and expense 
risk fees and administration and distribution fees charged to the 
Separate Accounts as a result of the substitutions. The Substitution 
Applicants believe that the Replacement Funds have investment 
objectives, policies and risk profiles that are either substantially 
the same as, or sufficiently similar to, the corresponding Existing 
Funds to make those Replacement Funds appropriate candidates as 
substitutes.
    19. In addition, after the substitutions, neither Met Investors 
Advisory, LLC, MetLife Advisers, LLC nor any of their affiliates will 
receive compensation from the charges to the Separate Accounts related 
to the Contracts or from Rule 12b-1 fees or revenue sharing from the 
Replacement Funds in excess of the compensation currently received from 
the investment advisers or distributors of the Existing Funds.
    20. The share classes of the Existing Funds and the Replacement 
Funds are identical with respect to the imposition of Rule 12b-1 fees 
currently imposed, except with respect to the substitution of T. Rowe 
Price Small Cap Growth Portfolio for Dreyfus Developing Leaders 
Portfolio where MetLife and its affiliates will receive 25 basis points 
in 12b-1 fees after the substitution.
    21. Each Replacement Fund's Class B Rule 12b-1 fees can be raised 
to 0.50% of net assets by the Replacement Fund's Board of Trustees/
Directors without shareholder approval. However, as stated above, Met 
Series Fund and MIST represent that Rule 12b-1 fees of the Class B 
shares of the Replacement Funds issued in connection with the proposed 
substitutions will not be raised above the current rate without 
approval of a majority in interest of the respective Replacement Funds' 
shareholders after the substitution.
    22. The distributors of the Existing Funds pay to the Insurance 
Companies, or their affiliates, any 12b-1 fees associated with the 
class of shares sold to the Separate Accounts. Similarly, the 
distributors for MIST and Met Series Fund will receive from the 
applicable class of shares held by the Separate Accounts Rule 12b-1 
fees in the same amount or a lesser amount than the amount paid by the 
Existing Funds, except with respect to the substitution of T. Rowe 
Price Small Cap Growth Portfolio for Dreyfus Developing Leaders 
Portfolio.
    23. In addition to any Rule 12b-1 fees, the investment advisers or 
distributors of the Existing Funds pay the Insurance Companies or one 
of their affiliates from 10 to 38 basis points for Class A or Class B 
shares (or their equivalent). Following the substitutions, these 
payments will not be made on behalf of the Existing Funds. Rather, 25 
basis points in Rule 12b-1 fees from the Replacement Funds (with 
respect to Class B shares) and profit distributions to members from the 
Replacement Funds' advisers, will be available to the Insurance 
Companies. These profits from investment advisory fees may be more or 
less than the fees being paid by the Existing Funds.

Applicants' Legal Analysis and Conditions

    1. The Substitution Applicants request that the Commission issue an 
order pursuant to Section 26(c) of the Act approving the proposed 
substitutions.
    2. Applicants represent that the Contracts permit the applicable 
Insurance Company, subject to compliance with applicable law, to 
substitute shares of another investment company for shares of an 
investment company held by a sub-account of the Separate Accounts. The 
prospectuses for the Contracts and the Separate Accounts contain 
appropriate disclosure of this right.
    3. By a supplement to the prospectuses for the Contracts and the 
Separate Accounts, each Insurance Company notified all owners of the 
Contracts of its intention to take the necessary actions, including 
seeking the order requested by this Application, to substitute shares 
of the funds as described herein. The supplement advised Contract 
owners that from the date of the supplement until the date of the 
proposed substitution, owners would be permitted to make one transfer 
of Contract value (or annuity unit exchange) out of the Existing Fund 
sub-account to one or more other sub-accounts without the transfer (or 
exchange) being treated as one of a limited number of permitted 
transfers (or exchanges) or a limited number of transfers (or 
exchanges) permitted without a transfer charge. The supplement also 
informed Contract owners that the Insurance Company would not exercise 
any rights reserved under any Contract to impose additional 
restrictions on transfers until at least 30 days after the proposed 
substitutions. The supplement also advised Contract owners that for at 
least 30 days following the proposed substitutions, the Insurance 
Companies would permit Contract owners affected by the substitutions to 
make one transfer of Contract value (or annuity unit exchange) out of 
the Replacement Fund sub-account to one or more other sub-accounts 
without the transfer (or exchange) being treated as one of a limited 
number of permitted transfers (or exchanges) or a limited number of 
transfers (or exchanges) permitted without a transfer charge.
    4. The proposed substitutions will take place at relative net asset 
value with no change in the amount of any Contract owner's Contract 
value, cash value, or death benefit or in the dollar value of his or 
her investment in the Separate Accounts.
    5. The process for accomplishing the transfer of assets from each 
Existing Fund to its corresponding Replacement Fund will be determined 
on a case-by-case basis. In most cases, it is expected that the 
substitutions will be effected by redeeming shares of an Existing Fund 
for cash and using the cash to purchase shares of the Replacement Fund. 
In certain other cases, it is expected that the substitutions will be 
effected by redeeming the shares of an Existing Fund in-kind; those 
assets will then be contributed in-kind to the corresponding 
Replacement Fund to purchase shares of that Fund. All in-kind 
redemptions from an Existing Fund of which any of the Substitution 
Applicants is an affiliated person will be effected in accordance with 
the conditions set forth in the Commission's no-action letter issued to 
Signature Financial Group, Inc. (available December 28, 1999).
    6. Contract owners will not incur any fees or charges as a result 
of the proposed substitutions, nor will their rights or an Insurance 
Company's obligations under the Contracts be altered in any way. All 
expenses incurred in connection with the proposed substitutions, 
including brokerage, legal, accounting, and other fees and expenses, 
will be paid by the Insurance Companies. In addition, the proposed 
substitutions will not impose any tax liability on Contract owners. The 
proposed substitutions will not cause the Contract fees and charges 
currently being paid by existing Contract owners to be greater after 
the proposed substitutions than before the proposed substitutions. No 
fees will be charged on the transfers made at the time of the proposed 
substitutions because the proposed substitutions will not be treated as 
a transfer for the purpose of assessing transfer charges or for 
determining the number of

[[Page 13937]]

remaining permissible transfers in a Contract year.
    7. In addition to the prospectus supplements distributed to owners 
of Contracts, within five business days after the proposed 
substitutions are completed, Contract owners will be sent a written 
notice informing them that the substitutions were carried out and that 
they may make one transfer of all Contract value or cash value under a 
Contract invested in any one of the sub-accounts on the date of the 
notice to one or more other sub-accounts available under their Contract 
at no cost and without regard to the usual limit on the frequency of 
transfers from the variable account options to the fixed account 
options. The notice will also reiterate that (other than with respect 
to ``market timing'' activity) the Insurance Company will not exercise 
any rights reserved by it under the Contracts to impose additional 
restrictions on transfers or to impose any charges on transfers until 
at least 30 days after the proposed substitutions. The Insurance 
Companies will also send each Contract owner current prospectuses for 
the Replacement Funds involved to the extent that they have not 
previously received a copy.
    8. Each Insurance Company also is seeking approval of the proposed 
substitutions from any state insurance regulators whose approval may be 
necessary or appropriate.
    9. The Substitution Applicants agree that for those who were 
Contract owners on the date of the proposed substitutions, the 
Insurance Companies will reimburse, on the last business day of each 
fiscal period (not to exceed a fiscal quarter) during the twenty-four 
months following the date of the proposed substitutions, those Contract 
owners whose sub-account invests in the Replacement Fund such that the 
sum of the Replacement Fund's operating expenses (taking into account 
fee waivers and expense reimbursements) and sub-account expenses 
(asset-based fees and charges deducted on a daily basis from sub-
account assets and reflected in the calculation of sub-account unit 
values) for such period will not exceed, on an annualized basis, the 
sum of the Existing Fund's operating expenses (taking into account fee 
waivers and expense reimbursements) and sub-account expenses for fiscal 
year 2006, except with respect to the Dreyfus Developing Leaders 
Portfolio/T. Rowe Price Small Cap Growth Portfolio, AIM V.I. Government 
Securities Fund/Western Asset Management U.S. Government Portfolio, 
Fidelity VIP Overseas Portfolio/MFS Research International Portfolio, 
Fidelity VIP Growth Portfolio/Oppenheimer Capital Appreciation 
Portfolio, Janus Worldwide Growth Portfolio/Oppenheimer Global Equity 
Portfolio, Putnam VT Discovery Growth Fund/Van Kampen Mid Cap Growth 
Portfolio and Legg Mason Partners Variable Government Portfolio/Western 
Asset Management U.S. Government Portfolio substitutions.
    10. With respect to the Dreyfus Developing Leaders Portfolio/T. 
Rowe Price Small Cap Growth Portfolio, AIM V.I. Government Securities 
Fund/Western Asset Management U.S. Government Portfolio, Fidelity VIP 
Overseas Portfolio/MFS Research International Portfolio, Fidelity VIP 
Growth Portfolio/Oppenheimer Capital Appreciation Portfolio, Janus 
Worldwide Growth Portfolio/Oppenheimer Global Equity Portfolio, Putnam 
VT Discovery Growth Fund/Van Kampen Mid Cap Growth Portfolio and Legg 
Mason Partners Variable Government Portfolio/Western Asset Management 
U.S. Government Portfolio substitutions, the reimbursement agreement 
with respect to the Replacement Fund's operating expenses and sub-
account expenses, will extend for the life of each Contract outstanding 
on the date of the proposed substitutions.
    11. The Substitution Applicants further agree that, except with 
respect to Dreyfus Developing Leaders Portfolio/T. Rowe Price Small Cap 
Growth Portfolio, AIM V.I. Government Securities Fund/Western Asset 
Management U.S. Government Portfolio, Fidelity VIP Overseas Portfolio/
MFS Research International Portfolio, Fidelity VIP Growth Portfolio/
Oppenheimer Capital Appreciation Portfolio, Janus Worldwide Growth 
Portfolio/Oppenheimer Global Equity Portfolio, Putnam VT Discovery 
Growth Fund/Van Kampen Mid Cap Growth Portfolio and Legg Mason Partners 
Variable Government Portfolio/Western Asset Management U.S. Government 
Portfolio substitutions, the Insurance Companies will not increase 
total separate account charges (net of any reimbursements or waivers) 
for any existing owner of the Contracts on the date of the 
substitutions for a period of two years from the date of the 
substitutions.
    12. With respect to the Dreyfus Developing Leaders Portfolio/T. 
Rowe Price Small Cap Growth Portfolio, AIM V.I. Government Securities 
Fund/Western Asset Management U.S. Government Portfolio, Fidelity VIP 
Overseas Portfolio/MFS Research International Portfolio, Fidelity VIP 
Growth Portfolio/Oppenheimer Capital Appreciation Portfolio, Janus 
Worldwide Growth Portfolio/Oppenheimer Global Equity Portfolio, Putnam 
VT Discovery Growth Fund/Van Kampen Mid Cap Growth Portfolio and Legg 
Mason Partners Variable Government Portfolio/Western Asset Management 
U.S. Government Portfolio substitutions, the agreement not to increase 
the separate account charges will extend for the life of each Contract 
outstanding on the date of the proposed substitutions.
    13. The Substitution Applicants submit there is little likelihood 
that significant additional assets, if any, will be allocated to the 
Existing Funds and, therefore, because of the cost of maintaining such 
Funds as investment options under the Contracts, it is in the interest 
of shareholders to substitute the applicable Replacement Funds which 
are currently being offered as investment options by the Insurance 
Companies.
    14. In each case, the applicable Insurance Companies believe that 
it is in the best interests of the Contract owners to substitute the 
Replacement Fund for the Existing Fund. The Insurance Companies believe 
that the new sub-adviser will, over the long term, be positioned to 
provide at least comparable performance to that of the Existing Fund's 
sub-adviser.
    15. The Substitution Applicants believe that most of the assets of 
the Existing Funds belong to owners of variable annuity and variable 
life insurance contracts issued by insurance companies unaffiliated 
with MetLife. As such, Contract owners and future owners of contracts 
issued by affiliated insurance companies of MetLife cannot expect to 
command a majority voting position in any of the Existing Funds in the 
event that they, as a group, desire that an Existing Fund move in a 
direction different from that generally desired by owners of non-
MetLife affiliated contracts.
    16. The Substitution Applicants anticipate that Contract owners 
will be better off with the array of sub-accounts offered after the 
proposed substitutions than they have been with the array of sub-
accounts offered prior to the substitutions.
    17. The Substitution Applicants submit that none of the proposed 
substitutions is of the type that Section 26(c) was designed to 
prevent.
    18. The Substitution Applicants request an order of the Commission 
pursuant to Section 26(c) of the Act approving the proposed 
substitutions by the Insurance Companies.
    19. The Section 17 Applicants request an order under Section 17(b) 
exempting

[[Page 13938]]

them from the provisions of Section 17(a) to the extent necessary to 
permit the Insurance Companies to carry out each of the proposed 
substitutions.
    20. Section 17(a)(1) of the Act, in relevant part, prohibits any 
affiliated person of a registered investment company, or any affiliated 
person of such person, acting as principal, from knowingly selling any 
security or other property to that company. Section 17(a)(2) of the Act 
generally prohibits the persons acting as principals, from knowingly 
purchasing any security or other property from the registered company.
    21. Because shares held by a separate account of an insurance 
company are legally owned by the insurance company, the Insurance 
Companies and their affiliates collectively own of record substantially 
all of the shares of MIST and Met Series Fund. Therefore, MIST and Met 
Series Fund and their respective funds are arguably under the control 
of the Insurance Companies notwithstanding the fact that Contract 
owners may be considered the beneficial owners of those shares held in 
the Separate Accounts. If MIST and Met Series Fund and their respective 
funds are under the control of the Insurance Companies, then each 
Insurance Company is an affiliated person or an affiliated person of an 
affiliated person of MIST and Met Series Fund and their respective 
funds. If MIST and Met Series Fund and their respective funds are under 
the control of the Insurance Companies, then MIST and Met Series Fund 
and their respective funds are affiliated persons of the Insurance 
Companies.
    22. Regardless of whether or not the Insurance Companies can be 
considered to control MIST and Met Series Fund and their respective 
funds, because the Insurance Companies own of record more than 5% of 
the shares of each of them and are under common control with each 
Replacement Fund's investment adviser, the Insurance Companies are 
affiliated persons of both MIST and Met Series Fund and their 
respective funds. Likewise, their respective funds are each an 
affiliated person of the Insurance Companies.
    23. The Insurance Companies, through their separate accounts in the 
aggregate own more than 5% of the outstanding shares of the following 
Existing Funds: Dreyfus Appreciation Portfolio, Dreyfus Developing 
Leaders Portfolio, Fidelity VIP Growth Portfolio, Templeton Developing 
Markets Securities Fund, Van Kampen Strategic Growth Portfolio, Van 
Kampen UIF Mid Cap Growth Portfolio, Fidelity VIP Overseas Portfolio, 
Putnam VT Discovery Growth Fund, Legg Mason Partners Variable 
Government Portfolio. Therefore, each Insurance Company is an 
affiliated person of those funds.
    24. Because the substitutions may be effected, in whole or in part, 
by means of in-kind redemptions and purchases, the substitutions may be 
deemed to involve one or more purchases or sales of securities or 
property between affiliated persons. The proposed transactions may 
involve a transfer of portfolio securities by the Existing Funds to the 
Insurance Companies; immediately thereafter, the Insurance Companies 
would purchase shares of the Replacement Funds with the portfolio 
securities received from the Existing Funds. Accordingly, as the 
Insurance Companies and certain of the Existing Funds listed above, and 
the Insurance Companies and the Replacement Funds, could be viewed as 
affiliated persons of one another under Section 2(a)(3) of the Act, it 
is conceivable that this aspect of the substitutions could be viewed as 
being prohibited by Section 17(a).
    25. Section 17(b) of the Act provides that the Commission may, upon 
application, grant an order exempting any transaction from the 
prohibitions of Section 17(a) if the evidence establishes that: (a) The 
terms of the proposed transaction, including the consideration to be 
paid or received, are reasonable and fair and do not involve 
overreaching on the part of any person concerned; (b) the proposed 
transaction is consistent with the policy of each registered investment 
company concerned, as recited in its registration statement and records 
filed under the Act; and (c) the proposed transaction is consistent 
with the general purposes of the Act.
    26. The Section 17 Applicants submit that for all the reasons 
stated above the terms of the proposed in-kind purchases of shares of 
the Replacement Funds by the Insurance Companies, including the 
consideration to be paid and received are reasonable and fair and do 
not involve overreaching on the part of any person concerned. The 
Section 17 Applicants also submit that the proposed in-kind purchases 
by the Insurance Companies are consistent with the policies of: MIST 
and of its Lazard Mid-Cap, Oppenheimer Capital Appreciation, MFS 
Emerging Markets Equity, Van Kampen Mid-Cap Growth, MFS Research 
International and BlackRock Large-Cap Core Portfolios; and Met Series 
Fund and of its Davis Venture Value, T. Rowe Price Small Cap Growth, 
Jennison Growth, Western Asset Management U. S. Government, T. Rowe 
Price Large Cap Growth and Oppenheimer Global Equity Portfolios, as 
recited in the current registration statements and reports filed by 
each under the Act. Finally, the Section 17 Applicants submit that the 
proposed substitutions are consistent with the general purposes of the 
Act.
    27. To the extent that the in-kind purchases by the Insurance 
Company of the Replacement Funds' shares are deemed to involve 
principal transactions among affiliated persons, the procedures 
described below should be sufficient to assure that the terms of the 
proposed transactions are reasonable and fair to all participants. The 
Section 17 Applicants maintain that the terms of the proposed in-kind 
purchase transactions, including the consideration to be paid and 
received by each fund involved, are reasonable, fair and do not involve 
overreaching principally because the transactions will conform with all 
but one of the conditions enumerated in Rule 17a-7. The proposed 
transactions will take place at relative net asset value in conformity 
with the requirements of Section 22(c) of the Act and Rule 22c-1 
thereunder with no change in the amount of any Contract owner's 
contract value or death benefit or in the dollar value of his or her 
investment in any of the Separate Accounts. Contract owners will not 
suffer any adverse tax consequences as a result of the substitutions. 
The fees and charges under the Contracts will not increase because of 
the substitutions. Even though the Separate Accounts, the Insurance 
Companies, MIST and Met Series Fund may not rely on Rule 17a-7, the 
Section 17 Applicants believe that the Rule's conditions outline the 
type of safeguards that result in transactions that are fair and 
reasonable to registered investment company participants and preclude 
overreaching in connection with an investment company by its affiliated 
persons. In addition, as stated above, the in-kind redemptions will 
only be made in accordance with the conditions set out in the Signature 
Financial Group no-action letter (December 29, 1999).
    28. The boards of MIST and Met Series Fund have adopted procedures, 
as required by paragraph (e)(1) of Rule 17a-7, pursuant to which the 
series of each may purchase and sell securities to and from their 
affiliates. The Section 17 Applicants will carry out the proposed 
Insurance Company in-kind purchases in conformity with all of the 
conditions of Rule 17a-7 and each series' procedures thereunder, except 
that the consideration paid for the securities being purchased or sold 
may not be entirely cash. Nevertheless, the

[[Page 13939]]

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

Conclusion

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

    For the Commission, by the Division of Investment Management 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-5101 Filed 3-13-08; 8:45 am]

BILLING CODE 8011-01-P
