5594 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

from the requirements of 10 CFR 

50.68(b)(1) for the loading, unloading, 

and handling of the components of the 

HI–STORM 100 dual-purpose dry cask 

storage system at DCPP. Any changes to 

the cask system design features affecting 

criticality or its supporting criticality 

analyses will invalidate this exemption. 

Pursuant to 10 CFR 51.32, the 

Commission has determined that the 

granting of this exemption will not have 

a significant effect on the quality of the 

human environment (69 FR 2012). 

This exemption is effective upon 

issuance.

Dated at Rockville, Maryland, this 30th day 

of January 2004.

For the Nuclear Regulatory Commission. 

Ledyard B. Marsh, 

Director, Division of Licensing Project 

Management, Office of Nuclear Reactor 

Regulation.

[FR Doc. 04–2486 Filed 2–4–04; 8:45 am] 

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–26340; File No. 812–12999] 

MetLife Investors Insurance Company, 

et al.; Notice of Application 

January 29, 2004.

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. 

Applicants: MetLife Investors 

Insurance Company (‘‘MetLife 

Investors’’), MetLife Investors Variable 

Annuity Account One (‘‘VA Account 

One’’), MetLife Investors Variable Life 

Account One (‘‘VL Account One’’), First 

MetLife Investors Insurance Company 

(‘‘First MetLife Investors’’), First MetLife 

Investors Variable Annuity Account 

One (‘‘First VA Account One’’), MetLife 

Investors Insurance Company of 

California (‘‘MetLife Investors of 

California’’), MetLife Investors Variable 

Annuity Account Five (‘‘VA Account 

Five’’), MetLife Investors Variable Life 

Account Five (‘‘VL Account Five’’), 

MetLife Investors USA Insurance 

Company (‘‘MetLife Investors USA’’), 

MetLife Investors USA Separate 

Account A (‘‘Separate Account A’’), 

General American Life Insurance 

Company (‘‘General American’’), 

General American Separate Account 

Eleven (‘‘Separate Account Eleven’’), 

New England Life Insurance Company 

(‘‘New England’’), New England 

Variable Life Separate Account (‘‘NEVL 

Separate Account’’), Metropolitan Life 

Insurance Company (‘‘MetLife’’) 

(together with MetLife Investors, First 

MetLife Investors, MetLife Investors of 

California, MetLife Investors USA, 

General American and New England, 

the ‘‘Insurance Companies’’), 

Metropolitan Life Separate Account UL 

(‘‘Separate Account UL’’), Metropolitan 

Life Separate Account E (‘‘Separate 

Account E’’), Security Equity Separate 

Account Thirteen (‘‘Separate Account 

Thirteen’’) (together with VA Account 

One, VL Account One, First VA 

Account One, VA Account Five, VL 

Account Five, Separate Account A, 

Separate Account Eleven, NEVL 

Separate Account, Separate Account 

UL, and Separate Account E, the 

‘‘Separate Accounts’’), Met Investors 

Series Trust (‘‘MIST’’) and Metropolitan 

Series Fund, Inc. (‘‘Met Series Fund’’) 

(MIST and Met Series Fund are the 

‘‘Investment Companies’’). The 

Insurance Companies and the Separate 

Accounts are the ‘‘Substitution 

Applicants.’’ The Insurance Companies, 

the Separate Accounts and the 

Investment Companies are the ‘‘Section 

17 Applicants.’’

Filing Date: The application was filed 

on August 5, 2003, and amended on 

January 22, 2004. 

Summary of Application: The 

Substitution Applicants request an 

order pursuant to Section 26(c) of the 

Act to permit certain unit investment 

trusts to substitute shares of certain 

portfolios of MIST and Met Series Fund 

(collectively, the ‘‘Replacement Funds’’) 

for shares of certain portfolios of the 

AIM Variable Insurance Funds (‘‘AIM 

Fund’’), the Alger American Fund 

(‘‘Alger Fund’’), the AllianceBernstein 

Variable Products Series Fund, Inc. 

(‘‘AllianceBernstein Fund’’), the 

American Century Variable Portfolios, 

Inc. (‘‘American Century Fund’’), 

Dreyfus Variable Investment Fund 

(‘‘Dreyfus Fund’’), Federated Insurance 

Series (‘‘Federated Fund’’), Variable 

Insurance Products Fund (‘‘Variable 

Fund’’), Franklin Templeton Variable 

Insurance Products Trust (‘‘Franklin 

Templeton Fund’’), Goldman Sachs 

Variable Insurance Trust (‘‘Goldman 

Sachs Fund’’), INVESCO Variable 

Investment Funds, Inc. (‘‘INVESCO 

Fund’’), MFS Variable Insurance Trust 

(‘‘MFS Fund’’), Liberty Variable 

Investment Trust (‘‘Liberty Fund’’), 

Oppenheimer Variable Account Funds 

(‘‘Oppenheimer Funds’’), Putnam 

Variable Trust (‘‘Putnam Funds’’), 

Scudder Variable Series I (‘‘Scudder I 

Fund’’), Scudder Variable Series II 

(‘‘Scudder II Fund’’), and Van Kampen 

Life Investment Trust (‘‘Van Kampen 

Fund’’) (collectively, the ‘‘Existing 

Funds’’) currently held by those unit 

investment trusts. The shares are held 

by the unit investment trusts to fund 

certain group and individual variable 

annuity contracts and variable life 

insurance policies (collectively, the 

‘‘Contracts’’) issued by the Insurance 

Companies. The Section 17 Applicants 

request an order of the Commission 

pursuant to Section 17(b) of the Act 

exempting them from Section 17(a) of 

the Act to the extent necessary to permit 

the Investment Companies to carry out 

certain substitutions by the in-kind 

purchases and sales of shares of the 

Replacement Fund. 

Hearing or Notification of Hearing: An 

order granting the amended and restated 

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 February 23, 2004, and should 

be accompanied by proof of service on 

Applicants, in the form of an affidavit 

or, for lawyers, a certificate of service. 

Hearing requests should state the nature 

of the writer’s interest, the reason for the 

request and the issues contested. 

Persons may request notification of a 

hearing by writing to the Secretary of 

the Commission.

ADDRESSES: Secretary, Securities and 

Exchange Commission, 450 Fifth Street, 

NW., Washington, DC 20549–0609. 

Applicants, Richard C. Pearson, Esq., 

MetLife Investors Insurance Company, 

22 Corporate Plaza Drive, Newport 

Beach, California 92660. Copy to Robert 

N. Hickey, Esq., Sullivan & Worcester 

LLP, 1666 K Street, NW., Washington, 

DC 20006.

FOR FURTHER INFORMATION CONTACT: Thu 

Ta, Senior Counsel, or Lorna J. 

MacLeod, Branch Chief, at 202–942–

0670, Office of Insurance Products, 

Division of Investment Management.

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee from the 

Public Reference Branch of the 

Commission, 450 Fifth Street, NW., 

Washington, DC 20549 (tel. (202) 942–

8090). 

Applicants’ Representations 

1. MetLife Investors is a stock life 

insurance company organized in 1981 

under the laws of Missouri. MetLife 

Investors is an indirect wholly owned 

subsidiary of MetLife. MetLife Investors 

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5595

is the depositor and sponsor of VA 

Account One and VL Account One. 

MetLife Investors Distribution 

Company, an affiliate of MetLife, is the 

distributor of contracts issued by 

MetLife Investors. 

2. VA Account One is a segregated 

asset account of MetLife Investors, 

established under Missouri law in 1987. 

VA Account One is registered under the 

Act as a unit investment trust. The 

assets of VA Account One support 

certain Contracts. Security interests in 

the Contracts have been registered 

under the Securities Act of 1933. VA 

Account One is currently divided into 

94 sub-accounts, 30 of which reflect the 

investment performance of a 

corresponding series of MIST or Met 

Series Fund and 64 of which reflect the 

performance of registered investment 

companies managed by advisers that are 

not affiliated with VA Account One 

(except, that, in some instances, VA 

Account One may own more that 5% of 

such investment company). 

3. VA Account One is administered 

and accounted for as part of the general 

business of MetLife Investors. The 

income, gains, or losses of VA Account 

One are credited to or charged against 

the assets of VA Account One in 

accordance with the terms of the 

Contracts, without regard to the income, 

gains, or losses of MetLife Investors. 

4. VL Account One is a segregated 

asset account of MetLife Investors, 

established under Missouri law in 1991. 

VL Account One is registered under the 

Act as a unit investment trust. The 

assets of VL Account One support 

certain Contracts. Security interests in 

the Contracts have been registered 

under the Securities Act of 1933. VL 

Account One is currently divided into 

64 sub-accounts, 26 of which reflect the 

investment performance of a 

corresponding series of MIST or Met 

Series Fund and 38 of which reflect the 

performance of registered investment 

companies managed by advisers that are 

not affiliated with VL Account One 

(except, that, in some instances, VL 

Account One may own more that 5% of 

such investment company). 

5. VL Account One is administered 

and accounted for as part of the general 

business of MetLife Investors. The 

income, gains, or losses of VL Account 

One are credited to or charged against 

the assets of VL Account One in 

accordance with the terms of the 

Contracts, without regard to the income, 

gains, or losses of MetLife Investors. 

6. First MetLife Investors is a stock 

life insurance company organized in 

1992 under the laws of New York. First 

MetLife Investors is an indirect wholly 

owned subsidiary of MetLife. First 

MetLife Investors is the depositor and 

sponsor of First VA Account One. 

MetLife Investors Distribution 

Company, an affiliate of MetLife, is the 

distributor of contracts issued by First 

MetLife Investors. 

7. First VA Account One is a 

segregated asset account of First MetLife 

Investors, established under New York 

law in 1992. First VA Account One is 

registered under the Act as a unit 

investment trust. The assets of First VA 

Account One support certain Contracts. 

Security interests in the Contracts have 

been registered under the Securities Act 

of 1933. First VA Account One is 

currently divided into 82 sub-accounts, 

30 of which reflect the investment 

performance of a corresponding series of 

MIST or Met Series Fund and 52 of 

which reflect the performance of 

registered investment companies 

managed by advisers that are not 

affiliated with First VA Account One 

(except, that, in some instances, First 

VA Account One may own more that 

5% of such investment company). 

8. First VA Account One is 

administered and account for as part of 

the general business of First MetLife 

Investors. The income, gains, or losses 

of First VA Account One are credited to 

or charged against the assets of First VA 

Account One in accordance with the 

terms of the Contracts, without regard to 

the income, gains, or losses of First 

MetLife Investors. 

9. MetLife Investors of California is a 

stock life insurance company organized 

in 1972 under the laws of California. 

MetLife Investors of California is an 

indirect wholly owned subsidiary of 

MetLife. MetLife Investors of California 

is the depositor and sponsor of VA 

Account Five and VL Account Five. 

MetLife Investors Distribution 

Company, an affiliate of MetLife, is the 

distributor of contracts issued by 

MetLife Investors of California. 

10. VA Account Five is a segregated 

asset account of MetLife Investors of 

California, established under California 

law in 1992. VA Account Five is 

registered under the Act as a unit 

investment trust. The assets of VA 

Account Five support certain Contracts. 

Security interests under the Contracts 

have been registered under the 

Securities Act of 1933. VA Account Five 

is currently divided into 77 subaccounts, 29 of which reflect the 

investment performance of a 

corresponding series of MIST or Met 

Series Fund and 48 of which reflect the 

performance of registered investment 

companies managed by advisers that are 

not affiliated with VA Account Five 

(except, that, in some instances, VA 

Account Five may own more that 5% of 

such investment company).

11. VA Account Five is administered 

and accounted for as part of the general 

business of MetLife Investors of 

California. The income, gains, or losses 

of VA Account Five are credited to or 

charged against the assets of VA 

Account Five in accordance with the 

terms of the Contracts, without regard to 

the income, gains, or losses of MetLife 

Investors of California. 

12. VL Account Five is a segregated 

asset account of MetLife Investors of 

California, established under California 

law in 1992. VL Account Five is 

registered under the Act as a unit 

investment trust. The assets of VL 

Account Five support certain Contracts. 

Security interests in the Contracts have 

been registered under the Securities Act 

of 1933. VL Account Five is currently 

divided into 64 sub-accounts, 26 of 

which reflect the investment 

performance of a corresponding series of 

MIST or Met Series Fund and 38 of 

which reflect the performance of 

registered investment companies 

managed by advisers that are not 

affiliated with VL Account Five (except, 

that, in some instances, VL Account 

Five may own more than 5% of such 

investment company). 

13. VL Account Five is administered 

and accounted for as part of the general 

business of MetLife Investors of 

California. The income, gains, or losses 

of VL Account Five are credited to or 

charged against the assets of VL 

Account Five in accordance with the 

terms of the Contracts, without regard to 

the income, gains, or losses of MetLife 

Investors of California. 

14. MetLife Investors USA is a stock 

life insurance company organized in 

1960 under the laws of Delaware. 

MetLife Investors USA is an indirect 

wholly owned subsidiary of MetLife. 

MetLife Investors USA is the depositor 

and sponsor of Separate Account A. 

MetLife Investors Distribution 

Company, an affiliate of MetLife, is the 

distributor of contracts issued by 

MetLife Investors USA. 

15. Separate Account A is a 

segregated asset account of MetLife 

Investors USA, established under 

Delaware law in 1980. Separate Account 

A is registered under the Act as a unit 

investment trust. The assets of Separate 

Account A support certain Contracts. 

Security interests under the Contracts 

have been registered under the 

Securities Act of 1933. Separate 

Account A is currently divided into 44 

sub-accounts, 18 of which reflect the 

investment performance of a 

corresponding series of MIST or Met 

Series Fund and 26 of which reflect the 

5596 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

performance of registered investment 

companies managed by advisers that are 

not affiliated with Separate Account A 

(except, that, in some instances, 

Separate Account A may own more than 

5% of such investment company). 

16. Separate Account A is 

administered and accounted for as part 

of the general business of MetLife 

Investors USA. The income, gains, or 

losses of Separate Account A are 

credited to or charged against the assets 

of Separate Account A in accordance 

with the terms of the Contracts, without 

regard to the income, gains, or losses of 

MetLife Investors USA. 

17. General American is a stock life 

insurance company organized in 1933 

under the laws of Missouri. General 

American is an indirect wholly owned 

subsidiary of MetLife. General American 

is the depositor and sponsor of Separate 

Account Eleven. General American 

Distributors, Inc., an affiliate of MetLife, 

is the distributor of Contracts issued by 

New England. 

18. Separate Account Eleven is a 

segregated asset account of General 

American, established under Missouri 

law in 1985. Separate Account Eleven is 

registered under the Act as a unit 

investment trust. The assets of Separate 

Account Eleven support certain 

Contracts. Security interests under the 

Contracts have been registered under 

the Securities Act of 1933. Separate 

Account Eleven is currently divided 

into 47 sub-accounts, 27 of which reflect 

the investment performance of a 

corresponding series of MIST or Met 

Series Fund and 20 of which reflect the 

performance of registered investment 

companies managed by advisers that are 

not affiliated with Separate Account 

Eleven (except, that in some instances, 

Separate Account Eleven may own more 

than 5% of such investment company). 

19. Separate Account Eleven is 

administered and accounted for as part 

of the general business of General 

American. The income, gains, or losses 

of Separate Account Eleven are credited 

to or charged against the assets of 

Separate Account Eleven in accordance 

with the terms of the Contracts, without 

regard to the income, gains, or losses of 

General American. 

20. New England is a stock life 

insurance company organized in 1980 

under the laws of Delaware and redomesticated in 1996 in Massachusetts. 

New England is an indirect wholly 

owned subsidiary of MetLife. New 

England is the depositor and sponsor of 

NEVL Separate Account. New England 

Securities Corporation, an affiliate of 

MetLife, is the distributor of Contracts 

issued by New England. 

21. NEVL Separate Account is a 

segregated asset account of New 

England, established under Delaware 

law in 1992 and re-domesticated in 

Massachusetts in 1996. NEVL Separate 

Account is registered under the Act as 

a unit investment trust. The assets of 

NEVL Separate Account support certain 

Contracts. Security interests under the 

Contracts have been registered under 

the Securities Act of 1933. NEVL 

Separate Account is currently divided 

into 43 sub-accounts, 36 of which reflect 

the investment performance of a 

corresponding series of MIST or Met 

Series Fund and 7 of which reflect the 

performance of registered investment 

companies managed by advisers that are 

not affiliated with NEVL Separate 

Account (except, that in some instances, 

NEVL Separate Account may own more 

than 5% of such investment company). 

22. NEVL Separate Account is 

administered and accounted for as part 

of the general business of New England. 

The income, gains, or losses of NEVL 

Separate Account are credited to or 

charged against the assets of NEVL 

Separate Account in accordance with 

the terms of the Contracts, without 

regard to the income, gains, or losses of 

New England. 

23. MetLife is a stock life insurance 

company organized in 1868 under the 

laws of New York. MetLife is a leading 

provider of insurance and financial 

products and services to individual and 

group customers. MetLife is a wholly 

owned subsidiary of MetLife, Inc., a 

publicly traded company. MetLife is the 

depositor and sponsor of Separate 

Account UL, Separate Account E, and 

Separate Account Thirteen. MetLife is 

the distributor of contracts issued by 

MetLife. 

24. Separate Account UL is a 

segregated asset account of MetLife, 

established under New York law in 

1988. Separate Account UL is registered 

under the Act as a unit investment trust. 

The assets of Separate Account UL 

support certain Contracts. Security 

interests under the Contracts have been 

registered under the Securities Act of 

1933. Separate Account UL is currently 

divided into 56 sub-accounts, 41 of 

which reflect the investment 

performance of a corresponding series of 

MIST or Met Series Fund and 15 of 

which reflect the performance of 

registered investment companies 

managed by advisers that are not 

affiliated with Separate Account UL 

(except, that in some instances, Separate 

Account UL may own more than 5% of 

such investment company).

25. Separate Account UL is 

administered and accounted for as part 

of the general business of MetLife. The 

income, gains, or losses of Separate 

Account UL are credited to or charged 

against the assets of Separate Account 

UL in accordance with the terms of the 

Contracts, without regard to the income, 

gains, or losses of MetLife. 

26. Separate Account E is a segregated 

asset account of MetLife, established 

under New York law in 1983. Separate 

Account E is registered under the Act as 

a unit investment trust. The assets of 

Separate Account E support certain 

Contracts. Security interests under the 

Contracts have been registered under 

the Securities Act of 1933. Separate 

Account E is currently divided into 51 

sub-accounts, 40 of which reflect the 

investment performance of a 

corresponding series of MIST or Met 

Series Fund and 11 of which reflect the 

performance of registered investment 

companies managed by advisers that are 

not affiliated with Separate Account E 

(except that in some instances, Separate 

Account E may own more than 5% of 

such investment company). 

27. Separate Account E is 

administered and accounted for as part 

of the general business of MetLife. The 

income, gains, or losses of Separate 

Account E are credited to or charged 

against the assets of Separate Account E 

in accordance with the terms of the 

Contracts, without regard to the income, 

gains, or losses of MetLife. 

28. Separate Account Thirteen is a 

segregated asset account of MetLife, 

established under New York law in 

1994. Separate Account Thirteen is 

registered under the Act as a unit 

investment trust. The assets of Separate 

Account Thirteen support certain 

Contracts. Security interests under the 

Contracts have been registered under 

the Securities Act of 1933. Separate 

Account Thirteen is currently divided 

into 18 sub-accounts, 2 of which reflect 

the investment performance of a 

corresponding series of MIST or Met 

Series Fund and 16 of which reflect the 

performance of a registered investment 

companies managed by advisers that are 

not affiliated with Separate Account 

Thirteen (except that in some instances, 

Separate Account 13 may own more 

than 5% of such investment company). 

29. Separate Account Thirteen is 

administered and accounted for as part 

of the general business of MetLife. The 

income, gains, or losses of Separate 

Account Thirteen are credited to or 

charged against the assets of Separate 

Account Thirteen in accordance with 

the terms of the Contracts, without 

regard to the income, gains, or losses of 

MetLife. 

30. MIST is registered under the Act 

as an open-end management investment 

company of the series type, and its 

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5597

securities are registered under the 

Securities Act of 1933. MIST currently 

offers 21 separate investment portfolios, 

nine of which would be involved in the 

proposed substitutions. Each MIST 

series involved in the proposed 

substitutions offers up to three classes of 

shares, two of which (Class A and Class 

B) are involved in the proposed 

substitutions. Some of the proposed 

substitutions involve only one class of 

shares; others involve both Class A and 

Class B shares. MIST series Class A 

Shares have not adopted a plan 

pursuant to Rule 12b-1 under the Act. 

Each MIST series Class B shares has 

adopted a Rule 12b-1 distribution plan 

whereby up to .50% of a Fund’s assets 

attributable to the Class B shares may be 

used to finance the distribution of the 

Fund’s shares. Currently, the 12b-1 fees 

for the Class B shares of each MIST 

series are .25%. 

31. MetLife Investors Distribution 

Company, an affiliate of MetLife, is the 

principal underwriter for MIST. Met 

Investors Advisory LLC, an affiliate of 

MetLife, serves as the investment 

adviser to each portfolio of MIST. 

Pursuant to an exemptive order issued 

to New England Funds Trust I, et al., 

Met Investors Advisory LLC is 

authorized to enter into and amend subadvisory agreements without 

shareholder approval under certain 

conditions (the ‘‘Multi-Manager 

Order’’). 

32. The following Replacement Funds 

are portfolios of MIST: Lord Abbett 

Growth and Income Portfolio (subadvised by Lord Abbett & Co. LLC 

(‘‘Lord Abbett’’)); Third Avenue Small 

Cap Value Portfolio (sub-advised by 

Third Avenue Management, LLC); MFS 

Research International Portfolio (subadvised by Massachusetts Financial 

Services Company (‘‘MFS’’)); 

Oppenheimer Capital Appreciation 

Portfolio (sub-advised by Oppenheimer 

Funds, Inc.); T. Rowe Price Mid-Cap 

Growth Portfolio (sub-advised by T. 

Rowe Price Associates, Inc. (‘‘T. Rowe 

Price’’)); Lord Abbett Bond Debenture 

Portfolio (sub-advised by Lord Abbett); 

PIMCO Total Return Portfolio (subadvised by Pacific Investment 

Management LLC); Lord Abbett MidCap Value Portfolio (sub-advised by 

Lord Abbett); and Janus Aggressive 

Growth Portfolio (sub-advised by Janus 

Capital Management LLC). 

33. Met Investors Advisory LLC has 

entered into agreement with MIST 

whereby, for the period ended April 30, 

2004 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 as 

follows:

Third Avenue Small Cap Value 

Portfolio ........................................ 1.00%

MFS Research International Portfolio ............................................... 1.10%

Oppenheimer Capital Appreciation 

Portfolio ........................................ 0.75%

Lord Abbett Bond Debenture Portfolio ............................................... 0.75%

T. Rowe Price Mid-Cap Growth 

Portfolio ........................................ 0.95%

Janus Aggressive Growth Portfolio 0.90%

34. Met Series Fund is registered 

under the Act as an open-end 

management investment company of the 

series type, and its securities are 

registered under the Securities Act of 

1933. Met Series Fund currently offers 

36 separate investment portfolios, six of 

which would be involved in the 

proposed substitutions. Each Met Series 

Fund series involved in the proposed 

substitutions has up to three classes of 

shares, two of which (Class A and Class 

B) are involved in the proposed 

substitutions. Some of the proposed 

substitutions involve only one class of 

shares; others involve both Class A and 

Class B shares. Met Series Fund series 

Class A Shares have not adopted a plan 

pursuant to Rule 12b–1 under the Act. 

Each Met Series Fund series Class B 

shares has adopted a Rule 12b–1 

distribution plan whereby up to .50% of 

a Fund’s assets attributable to the Class 

B shares may be used to finance the 

distribution of the Fund’s shares. 

Currently, the 12b–1 fees for the Class 

B shares of each Met Series Fund series 

are .25%. 

35. MetLife is the principal 

underwriter for Met Series Fund. 

MetLife Advisers, LLC, an affiliate of 

MetLife, serves as the investment 

adviser to each portfolio of Met Series 

Fund. Pursuant to the Multi-Manager 

Order, MetLife Advisers, LLC is 

authorized to enter into and amend subadvisory agreements without 

shareholder approval under certain 

conditions. 

36. The following Replacement Funds 

are portfolios of Met Series Fund: T. 

Rowe Price Small Cap Growth Portfolio 

(sub-advised by T. Rowe Price); MFS 

Total Return Portfolio (sub-advised by 

MFS); State Street Research Money 

Market Portfolio (sub-advised by State 

Street Research and Management 

Company); T. Rowe Price Large Cap 

Growth Portfolio (sub-advised by T. 

Rowe Price); Salomon Brothers Strategic 

Bond Opportunities Portfolio (subadvised by Salomon Brothers Asset 

Management Inc.); and State Street 

Research Bond Income (sub-advised by 

State Street Research & Management 

Company). 

37. The annuity contracts are group 

and individual flexible premium fixed 

and variable deferred and immediate 

annuity contracts. Many of the annuity 

contracts provide that a maximum of 12 

transfers can be made every year 

without charge or that a $10 contractual 

limit charge will apply or that no 

transfer charge will apply. During the 

accumulation period, Contract owners 

may transfer between the variable 

account options or from the variable 

account options to the fixed account 

option. Some of the Contracts have no 

contractual limitation on transfers 

during the accumulation period. Some 

Contract owners may make transfers 

from the fixed account option subject to 

certain minimum transfer amounts 

($500 or the total interest in the 

account) and maximum limitations. 

Some of the Contracts impose Contract 

withdrawal charges upon the transfer of 

any amounts from the fixed account to 

the variable account or have additional 

restrictions on transfers from the fixed 

account to the variable account. During 

the income period or under the 

immediate annuity, Contract owners 

may currently make unlimited transfers 

among investment portfolios and from 

investment portfolios to the fixed 

account option. No fees or other charges 

are currently imposed on transfers for 

most of the Contracts. Under certain 

annuity contracts, the Insurance 

Companies reserve the right to impose 

additional restrictions on transfers. All 

transfer limits will be suspended in 

connection with the substitutions. 

38. Under the life insurance policies, 

policy owners may allocate account 

value among the General Account and 

the available investment portfolios. All 

or part of the account value may be 

transferred from any investment 

portfolio to another investment 

portfolio, or to the General Account. 

The minimum amount that can be 

transferred is the lesser of the minimum 

transfer amount (which currently ranges 

from $1 to $500), or the total value that 

is an investment portfolio or the General 

Account. Certain policies provide that 

twelve transfers in a policy year can be 

made without charge. A transfer fee of 

$25 is payable for additional transfers in 

a policy year, but these fees are not 

currently charged. Other policies do not 

currently limit the number of transfers; 

however, the Insurance Companies 

reserve the right to limit transfers to four 

or twelve (depending on the policy) per 

policy year and to impose a $25 charge 

on transfers in excess of 12 per year or 

on any transfer. Under the policies, the 

5598 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

Insurance Companies reserve the right 

to impose additional restrictions on 

transfers. All transfer limits will be 

suspended in connection with the 

substitutions. 

39. Under most of the Contracts, the 

Insurance Companies reserve the right 

to substitute shares of one fund with 

shares of another, including a fund of a 

different registered investment 

company. Certain variable annuity 

contracts issued by MetLife Investors 

USA provide, however, that the 

Insurance Company cannot substitute 

investment options without the 

approval of a majority in interest of 

owners of Contracts who have allocated 

funds to the investment option to be 

replaced. The substitutions affected by 

this requirement are Separate Account 

A’s investments in: AIM V.I. Balanced 

Fund, AIM V.I. Premier Equity Fund, 

Alger American Small Capitalization 

Portfolio, Federated American Leaders 

Fund II, Federated Equity Income Fund 

II, Federated High Income Bond Fund II, 

Federated Growth Strategy Fund II, VIP 

Asset Manager Portfolio, MFS Research 

Series, Oppenheimer Strategic Bond 

Fund/VA, Oppenheimer Main Street 

Fund/VA, Oppenheimer Bond Fund/

VA, Oppenheimer Money Fund/VA, 

Oppenheimer Main Street Small Cap 

Growth Fund/VA and Growth and 

Income Portfolio. The Substitution 

Applicants represent that they will seek 

the requisite approval of Contract 

owners (as described below).

40. Each Insurance Company, on its 

behalf and on behalf of the Separate 

Accounts, proposes to make certain 

substitutions of shares of the Existing 

Funds held in sub-accounts of its 

respective Separate Accounts for shares 

of the Replacement Funds. The 

proposed substitutions involve only 

Class A shares (or their equivalent), 

unless otherwise indicated. The 

proposed substitutions are as follows: 

(a) Shares of MFS Total Return 

Portfolio for shares of AIM V.I. Balanced 

Fund; (b) shares of MFS Total Return 

Portfolio for shares of VIP Asset 

Manager Portfolio; (c) shares of Lord 

Abbett Growth and Income Portfolio for 

shares of AIM V.I. Premier Equity Fund 

(Class A and Class B shares); (d) shares 

of Lord Abbett Growth and Income 

Portfolio for shares of AllianceBernstein 

Value Portfolio (Class B shares only); (e) 

shares of Lord Abbett Growth and 

Income Portfolio for shares of VP 

Income and Growth Fund; (f) shares of 

Lord Abbett Growth and Income 

Portfolio for shares of Federated 

American Leaders Fund II; (g) shares of 

Lord Abbett Growth and Income 

Portfolio for shares of Federated Equity 

Income Fund II; (h) shares of Lord 

Abbett Growth and Income Portfolio for 

shares of Goldman Sachs Growth and 

Income Fund; (i) shares of Lord Abbett 

Growth and Income Portfolio for shares 

of Mutual Shares Securities Fund (Class 

A and Class B shares); (j) shares of Lord 

Abbett Growth and Income Portfolio for 

shares of Oppenheimer Main Street 

Fund/VA; (k) shares of Lord Abbett 

Growth and Income Portfolio for shares 

of Putnam VT New Value Fund (Class 

A and Class B shares); (l) shares of Lord 

Abbett Growth and Income Portfolio for 

shares of SVS Dreman High Return 

Equity Portfolio; (m) shares of Lord 

Abbett Growth and Income Portfolio for 

shares of Growth and Income Portfolio; 

(n) shares of T. Rowe Price Small Cap 

Growth Portfolio for shares of Alger 

American Small Capitalization 

Portfolio; (o) shares of T. Rowe Price 

Small Cap Growth Portfolio for shares of 

Franklin Small Cap Fund (Class A and 

Class B shares); (p) shares of T. Rowe 

Price Small Cap Growth Portfolio for 

shares of Oppenheimer Main Street 

Small Cap Growth Fund/VA; (q) shares 

of Janus Aggressive Growth Portfolio for 

shares of AllianceBernstein Premier 

Growth Portfolio (Class A and Class B 

shares); (r) shares of Third Avenue 

Small Cap Value Portfolio for shares of 

AllianceBernstein Small Cap Value 

Portfolio (Class B shares only); (s) shares 

of MFS Research International Portfolio 

for shares of VP International Fund; (t) 

shares of MFS Research International 

Portfolio for shares of Goldman Sachs 

International Equity Fund; (u) shares of 

MFS Research International Portfolio for 

shares of Newport Tiger Fund; (v) shares 

of MFS Research International Portfolio 

for shares of Putnam VT International 

New Opportunities Fund (Class A and 

Class B shares); (w) shares of MFS 

Research International Portfolio for 

shares of International Portfolio (Class A 

and Class B shares); (x) shares of Lord 

Abbett Mid-Cap Value Portfolio for 

shares of VP Value Fund; (y) shares of 

Oppenheimer Capital Appreciation 

Portfolio for shares of Appreciation 

Portfolio (Class A and Class B shares); 

(z) shares of Oppenheimer Capital 

Appreciation for shares of Disciplined 

Stock Portfolio (Class A and Class B 

shares); (aa) shares of Oppenheimer 

Capital Appreciation Portfolio for shares 

of Federated Growth Strategy Fund II; 

(bb) shares of Oppenheimer Capital 

Appreciation Portfolio for shares of MFS 

Research Series (Class A and Class B 

shares); (cc) shares of Lord Abbett Bond 

Debenture Portfolio for shares of 

Federated High Income Bond Fund II; 

(dd) shares of Lord Abbett Bond 

Debenture Portfolio for shares of 

INVESCO VIF’High Yield Fund; (ee) 

shares of Lord Abbett Bond Debenture 

Portfolio for shares of Oppenheimer 

High Income Fund/VA; (ff) shares of T. 

Rowe Price Large Cap Growth Portfolio 

for shares of Franklin Large Cap Growth 

Securities Fund (Class A and Class B 

shares); (gg) shares of T. Rowe Price 

Large Cap Growth Portfolio for shares of 

MFS Emerging Growth Series (Class A 

and Class B shares); (hh) shares of T. 

Rowe Price Mid-Cap Growth Portfolio 

for shares of INVESCO VIF’Dynamics 

Fund; (ii) shares of PIMCO Total Return 

Portfolio for shares of MFS Bond Series; 

(jj) shares of PIMCO Total Return 

Portfolio for shares of Oppenheimer 

Strategic Bond Fund/VA; (kk) shares of 

PIMCO Total Return Portfolio for shares 

of Templeton Global Income Securities 

Fund (Class A and Class B shares); (ll) 

shares of State Street Research Money 

Market Portfolio for shares of 

Oppenheimer Money Fund/VA; (mm) 

shares of Salomon Brothers Strategic 

Bond Opportunities Portfolio for shares 

of MFS Strategic Income Series (Class A 

and Class B shares); and (nn) shares of 

State Street Research Bond Income 

Portfolio for shares of Oppenheimer 

Bond Fund/VA. 

41. AIM V.I. Balanced Fund and AIM 

V.I. Premier Equity Fund are portfolios 

of the AIM Fund. AIM Advisors, Inc. 

serves as the adviser to each of the AIM 

Fund portfolios. Alger American Small 

Capitalization Portfolio is a portfolio of 

the Alger Fund. Fred Alger 

Management, Inc. serves as the adviser 

to the Alger Fund portfolio. 

AllianceBernstein Premier Growth 

Portfolio, AllianceBernstein Value 

Portfolio, and AllianceBernstein Small 

Cap Value Portfolio are portfolios of the 

AllianceBernstein Fund. Alliance 

Capital Management L.P. serves as the 

adviser to each of the AllianceBernstein 

Fund portfolios. VP Income and Growth 

Fund, VP International Fund, and VP 

Value Fund are portfolios of the 

American Century Fund. American 

Century Investment Management Inc. 

serves as the adviser to each of the 

American Century Fund portfolios. 

Appreciation Portfolio and Disciplined 

Stock Portfolio are portfolios of Dreyfus 

Fund. The Dreyfus Corporation serves 

as the adviser to each of the Dreyfus 

Fund portfolios. Fayez Sarofin & Co 

serves as the sub-adviser to the 

Appreciation Portfolio. Federated 

American Leaders Fund II, Federated 

Equity Income Fund II, Federated High 

Income Bond Fund II, and Federated 

Growth Strategy Fund II are portfolios of 

Federated Fund. Federated Investment 

Management Company serves as the 

adviser to each of the Federated Fund 

portfolios. VIP Asset Manager Portfolio 

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5599

is a portfolio of the Variable Fund. 

Fidelity Management & Research 

Company serves as adviser to the 

Variable Fund portfolio. Franklin Large 

Cap Growth Securities Fund, Franklin 

Small Cap Fund, Mutual Shares 

Securities Fund, and Templeton Global 

Income Securities Fund are portfolios of 

the Franklin Templeton Fund. Franklin 

Mutual Advisers, Inc. serves as the 

adviser to each of the Franklin 

Templeton Fund portfolios. Goldman 

Sachs Growth and Income Fund and 

Goldman Sachs International Equity 

Fund are portfolios of the Goldman 

Sachs Fund. Goldman Sachs Asset 

Management serves as the adviser to the 

Goldman Sachs Growth and Income 

Fund. Goldman Sachs Asset 

Management International serves as the 

adviser to the Goldman Sachs 

International Equity Fund. INVESCO 

VIF-Dynamics Fund and INVESCO VIFHigh Yield Fund are portfolios of the 

INVESCO Fund. INVESCO Funds 

Group, Inc. serves as the adviser to each 

of the INVESCO Fund portfolios. MFS 

Bond Series, MFS Emerging Growth 

Series, MFS Research Series, and MFS 

Strategic Income Series are portfolios of 

the MFS Fund. Massachusetts Financial 

Services Company serves as the adviser 

to each of the MFS Fund portfolios. 

Newport Tiger Fund is a portfolio of the 

Liberty Fund. Liberty Advisory Services 

Corp. serves as the adviser to the 

Newport Tiger Fund. Newport Fund 

Management, Inc. serves as the subadviser to the Newport Tiger Fund. 

Oppenheimer Strategic Bond Fund/VA, 

Oppenheimer Main Street Fund/VA, 

Oppenheimer High Income Fund/VA, 

Oppenheimer Bond Fund/VA, 

Oppenheimer Main Street Small Cap 

Growth Fund/VA and Oppenheimer 

Money Fund/VA are portfolios of the 

Oppenheimer Fund. Oppenheimer 

Funds, Inc. serves as the adviser to each 

of the Oppenheimer Fund portfolios. 

Putnam VT New Value Fund and 

Putnam VT International New 

Opportunities Fund are portfolios of the 

Putnam Fund. Putnam Investment 

Management, LLC serves as the adviser 

to each of the Putnam Fund portfolios. 

International Portfolio is a portfolio of 

the Scudder I Fund. Deutsche 

Investment Management Americas, Inc. 

serves as adviser to the International 

Portfolio. Deutsche Asset Management 

Investment Services Ltd. serves as the 

sub-adviser to the International 

Portfolio. SVS Dreman High Return 

Equity Portfolio is a portfolio of the 

Scudder II Fund. Deutsche Investment 

Management Americas, Inc. serves as 

adviser to the SVS Dreman High Return 

Equity Portfolio. Dreman Value 

Management LLC serves as the subadviser to the SVS Dreman High Return 

Equity Portfolio. Growth and Income 

Portfolio is a portfolio of the Van 

Kampen Fund. Van Kampen Asset 

Management, Inc. serves as the adviser 

to the Van Kampen Fund portfolio. 

42. The substitutions are expected to 

provide significant benefits to Contract 

owners, including improved selection of 

portfolio managers and simplification of 

fund offerings through the elimination 

of overlapping offerings. The 

Substitution Applicants believe that the 

sub-advisers to the Replacement Funds 

overall are better positioned to provide 

consistent above-average performance 

for their Funds than are the advisers or 

sub-advisers of the Existing Funds. At 

the same time, Contract owners will 

continue to be able to select among a 

large number of funds, with a full range 

of investment objectives, investment 

strategies, and managers. 

43. In addition, many of the Existing 

Funds are smaller than their respective 

Replacement Funds. Specifically, in all 

but two of the proposed substitutions, 

the Replacement Fund has a greater 

asset base than the Existing Fund. 

Moreover, a substantial number of 

Existing Funds are no longer available 

as investment options under Contracts 

previously or currently offered by the 

Insurance Companies, or, if available, 

are available only for additional 

contributions and/or transfers from 

other investment options under 

Contracts not currently offered. Thus, 

there is little likelihood that significant 

additional assets, if any, will be 

allocated to those Existing Funds. (More 

detailed information regarding the 

amount of each Fund’s assets can be 

found in the Application.) 

44. Because the Replacement Funds 

generally have a larger asset base than 

their corresponding Existing Funds, 

various costs such as legal, accounting, 

printing and trustee fees are spread over 

a larger base with each Contract owner 

bearing a smaller portion of the cost 

than would be the case if the Fund were 

smaller in size. In addition, there will be 

significant savings to Contract owners 

because certain other costs, such as the 

costs of printing and mailing lengthy 

periodic reports and prospectuses for 

the Existing Funds, will be substantially 

reduced. 

45. The Applicants believe that the 

Replacement Funds have investment 

objectives, policies, and risk profiles 

that are the same as, or sufficiently 

similar to, the corresponding Existing 

Funds to make those Replacement 

Funds appropriate candidates as 

substitutes. Set forth below is a 

description of the investment objectives 

and principal investment policies of 

each Existing Fund and its 

corresponding Replacement Fund.

Existing fund Replacement fund 

AIM V.I. Balanced Fund—seeks to achieve as high a total return as 

possible, consistent with preservation of capital. The Fund normally 

invests a minimum of 50% and a maximum of 70% of its total assets 

in equity securities and a minimum of 30% and a maximum of 70% 

of its total assets in non-convertible debt securities. The Fund may 

invest up to 25% of its total assets in convertible securities and up to 

25% of its assets in foreign securities. 

MFS Total Return Portfolio—seeks a favorable total return through an 

investment in a diversified portfolio. The Series normally invests at 

least 40%, but not more than 75% of net assets in common stocks 

and related securities. The Series focus on equity securities of large 

cap companies. At least 25% of the Series’ net assets is normally invested in non-convertible fixed-income securities. The Series may invest up to 20% of its net assets in foreign securities and up to 20% 

of its net assets in non-investment grade debt securities. 

VIP Asset Manager Portfolio—seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, 

bonds and short-term instruments. Stocks can range from 30% to 

70% of the Portfolio; bonds can range from 20% to 60%; and shortterm money market instruments can range from 0% to 50%. Normally the Portfolio’s assets are allocated approximately 50% to 

stocks, 40% to bonds and 10% to money market instruments. The 

portfolio may also invest foreign securities. 

5600 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

Existing fund Replacement fund 

AIM V.I. Premier Equity Fund—seeks to achieve long-term growth of 

capital. Income is a secondary objective. The Fund normally invests 

at least 80% of its net assets in equity securities. The Fund may also 

invest in preferred stocks and debt instruments that have prospects 

for growth of capital and may invest up to 25% of its total assets in 

foreign securities. The portfolio managers focus on undervalued equity securities. 

Lord Abbett Growth and Income Portfolio—seeks long-term growth of 

capital and income without excessive fluctuation in market value. 

The Portfolio primarily purchases equity securities of large, (at least 

$5 billion of market capitalization) seasoned U.S. and multinational 

companies that are believed to be undervalued. 

AllianceBernstein Value Portfolio—seeks long-term growth of capital. 

The Portfolio invests in equity of market securities of large market 

capitalization companies that are believed to be undervalued. Up to 

15% of the Portfolio’s total assets may be invested in foreign securities and up to 20% of its total assets in convertible securities. 

VP Income and Growth Fund—seeks to achieve capital growth by investing in common stocks. Income is a secondary objective. The 

portfolio managers select stocks primarily from the largest 1,500 publicly traded U.S. companies. Securities are ranked by their value as 

well as growth potential. The Fund seeks to provide better returns 

than the S&P 500 without taking on significant additional risks. The 

portfolio managers attempt to create a dividend yield for the Fund 

that will be greater than that of the S&P 500. 

Federated American Leaders Fund II—seeks long-term growth of capital. The Fund’s secondary objective is to provide income. The Fund 

uses the value style of investing to select primarily equity securities 

of large capitalization companies that are in the top 25% of their industry sectors in terms of revenues, are characterized by sound 

management and have the ability to finance expected growth. Up to 

20% of the Fund’s assets may be invested in American Depository 

Receipts. 

Federated Equity Income Fund II—seeks to provide above average income and capital appreciation. The Fund invests primarily in incomeproducing equity securities including securities convertible into common stocks. The Fund may also purchase securities for their superior growth prospects regardless of dividend. The Fund’s holdings ordinarily will be in large and mid-cap companies. The Fund’s investment adviser ordinarily uses a ‘‘blend’’ style of investing. 

Goldman Sachs Growth and Income Fund—seeks long-term growth of 

capital and growth of income. Normally, the Fund invests at least 

65% of its total assets in equity securities that have favorable prospects for capital appreciation and/or dividend-paying ability. Up to 

25% of the Fund’s assets may be invested in foreign securities including securities of issues in emerging market countries. The Fund 

may invest up to 35% of its total assets in fixed income securities. 

Mutual Shares Securities Fund—seeks capital appreciation. Income is 

a secondary goal. The Fund invests at least 65% of its assets in equity securities believed to be undervalued. The Fund invests primarily 

in medium and large capitalization companies. The Fund may invest 

up to 25% of its assets in foreign securities. 

Oppenheimer Main Street Fund/VA—seeks high total return from equity 

and debt securities. The Fund currently invests mainly in common 

stocks of U.S. companies of different capitalization ranges, presently 

focusing on large capitalization issuers. The Fund does not currently 

emphasize investments in debt securities. 

Putnam VT New Value Fund—seeks long-term capital appreciation. 

The Fund invests mainly in common stocks of U.S. companies, with 

a focus on value stocks. Investments are mainly on mid-sized and 

large companies. 

SVS Dreman High Return Equity Portfolio—seeks a high rate of total 

return. The Portfolio invests at least 80% of its assets in equity securities. The Portfolio focuses on stocks of large U.S. companies and 

may at times emphasize the financial services sector or other sectors. The Portfolio’s manager looks for companies that are undervalued. Up to 20% of the Portfolio’s assets may be invested in ADRs 

and the securities of companies traded outside the U.S. 

Growth and Income Portfolio—seeks long-term growth of capital and 

income. Normally, the Portfolio invests primarily in income-producing 

equity securities including common stocks and convertible securities. 

Investments may also be made in non-convertible preferred stocks 

and debt securities. The Portfolio focuses primarily on the security’s 

potential for capital growth and income. The Portfolio’s adviser may 

focus on larger capitalization companies that it believes possesses 

characteristics for improved evaluation. Up to 25% of the Portfolio’s 

total assets may be invested in foreign securities. 

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5601

Existing fund Replacement fund 

Alger American Small Capitalization Portfolio—seeks long-term capital 

appreciation. The Portfolio invests primarily in equity securities of 

small capitalization companies that are believed to be fast-growing. 

Franklin Small Cap Fund—seeks long-term capital growth. The fund invests at least 80% of it assets in small capitalization companies. The 

Fund’s manager pursues a growth strategy. The Fund may invest 

substantially in the technology sector. 

T. Rowe Price Small Cap Growth Portfolio—seeks long-term growth. 

The Portfolio invests at least 80% of its assets in a diversified group 

of small capitalization growth companies (i.e., those within the range 

of, or smaller than, the market capitalization of the small 100 companies in the S&P 500 Index). 

Oppenheimer Main Street Small Cap Growth Fund/VA—seeks capital 

appreciation. The Fund invests at least 80% of its assets in common 

stock of small capitalization U.S. companies that the investment 

manager believes have favorable business trends or prospects. Investments may include both growth and value stocks. 

AllianceBernstein Premier Growth Portfolio—seeks growth of capital by 

pursuing aggressive investment policies. The Portfolio invests primarily in the securities of a small number of U.S. companies. The 

Portfolio looks for companies with superior growth prospects. The 

Portfolio may invest up to 20% of its assets in foreign securities and 

up to 20% of it assets in convertible securities that may be below investment grade. 

Janus Aggressive Growth Portfolio—seeks long-term growth of capital. 

The Portfolio invests primarily in common stocks selected for their 

growth potential. Investments may be made in companies of any 

size. The Portfolio may invest without limit in foreign securities and 

up to 35% of its assets in high yield/high risk debt securities. In fact, 

however, Janus does not invest more than 10% of its assets in foreign securities, and invests only a minimal amount in high yield/high 

risk debt securities. 

AllianceBernstein Small Cap Value Portfolio—seeks long-term growth 

of capital. The Portfolio invests at least 80% of its net assets in equity securities of small market capitalization companies that are believed to be undervalued. Up to 15% of the Portfolio’s total assets 

may be invested in foreign securities and up to 20% of its total assets in convertible securities. 

Third Avenue Small Cap Value Portfolio—seeks long-term capital appreciation. Normally, the Portfolio, which is non-diversified, invests at 

least 80% of its net assets in equity securities of small companies. 

The Portfolio seeks to acquire common stocks of well-financed companies at a substantial discount to what the investment adviser believes is their true value. 

VP International Fund—seeks capital growth. The portfolio managers 

look for companies with earnings and revenue growth. The Fund’s 

assets will be primarily invested in common stocks companies in at 

least three developed countries (excluding the U.S.). 

Goldman Sachs International Equity Fund—seeks long-term capital appreciation. Normally, at least 80% of the Fund’s net assets will be invested in equal investments of foreign companies with market capitalizations that are larger than $1 billion. Investments will be made in 

at least three foreign countries. Investments may be made in the securities of issuers located in developed and emerging market countries. Up to 20% of the Fund’s net assets may be invested in fixedincome securities. 

MFS Research International Portfolio—seeks capital appreciation. Normally, at least 65% of the Portfolio’s net assets are invested in common stocks and related securities of foreign companies (including up 

to 25% of its net assets in emerging market issuers) located in at 

least five countries. The Portfolio seeks companies of any size with 

favorable growth prospects and attractive valuations. 

Newport Tiger Fund—seeks capital appreciation. Normally, the Fund 

invests at least 80% of its assets in stocks of companies located in 

the ten Tiger countries of Asia. In selecting investments, the Fund 

typically purchases stocks of quality growth companies. 

Putnam VT International New Opportunities Fund—seeks long-term 

capital appreciation. The Fund invests mainly in common stocks of 

companies outside the U.S. The Fund invests in growth stocks of 

companies of any size located in developed and emerging market 

countries. 

International Portfolio—seeks long-term growth of capital primarily 

through diversified holdings of marketable foreign equity securities. 

The Portfolio invests primarily in common stocks of established companies, listed on foreign exchanges, which are believed to have favorable growth characteristics. The Portfolio will invest in companies 

in at least three different countries, excluding the U.S. 

VP Value Fund—seeks long-term capital growth. Income is a secondary objective. Normally, at least 65% of the Fund’s assets are invested in U.S. equity securities believed to be undervalued. The 

Fund may invest a portion of its assets in convertible debt securities 

(which may be rated below investment grade), equity equivalent securities, foreign securities and investment grade debt securities of 

companies and governments. The VP Value Fund is best characterized as a multi-cap value fund that has historically correlated with 

mid-cap value indices. 

Lord Abbett Mid-Cap Value Portfolio—seeks capital appreciation 

through investments, primarily in equity securities, which are believed to be undervalued in the marketplace. The Portfolio invests at 

least 80% of its assets in mid-sized companies with capitalizations of 

roughly $500 million to $10 billion. The Portfolio invests primarily in 

common stocks, including convertible securities, of companies with 

good prospects for improvement in earning trends or asset values 

that are not yet fully recognized. 

Appreciation Portfolio—seeks long-term capital growth consistent with 

the preservation of capital; current income is a secondary objective. 

The Portfolio focuses on investing in the common stocks of ‘‘blue 

chip’’ established companies with market capitalization of more than 

$5 billion, including multinational companies. The Portfolio looks primarily for growth companies. 

Oppenheimer Capital Appreciation Portfolio—seeks capital appreciation. The Portfolio mainly invests in common stocks of growth companies of any market capitalization. The Portfolio currently focuses 

on the securities of mid-cap and large-cap companies. The Portfolio 

may also purchase the securities of foreign issuers. Although income 

is not a stated objective of the Oppenheimer Capital Appreciation 

Portfolio, over 60% of the Portfolio’s assets are invested in dividend 

paying securities. 

5602 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

Existing fund Replacement fund 

Disciplined Stock Portfolio—seeks investment returns (consisting of 

capital appreciation and income) that are greater than the total return 

performance of stocks represented by the S&P 500. The Portfolio 

normally invests at least 80% of its assets in a blended portfolio of 

growth and value stocks. The Portfolio is structured so that its sector 

weighings and risk characteristics, such as growth, size and yield, 

are similar to those of the S&P 500. 

Federated Growth Strategy Fund II—seeks capital appreciation. The 

Fund invests primarily in common stock (including American Depository Receipts) of companies with market capitalization above $100 

million that offer superior growth prospects. 

MFS Research Series—seeks to provide long-term growth of capital 

and future income. The Series invests at least 80% of its net assets 

in common stocks and related securities. The Series focuses on 

companies believed to have favorable prospects for long-term 

growth, attractive valuations and superior management. The Series 

may invest in companies of any size, in debt securities rated below 

investment grade, and in foreign securities, including emerging market securities. 

Federated High Income Bond Fund II—seeks high current income. The 

Fund invests primarily in a diversified portfolio of high yield, lower 

rated corporate securities rated below A (including junk bonds) by a 

nationally recognized rating service. The Fund invests in dollar denominated debt securities issued by U.S. or foreign businesses. 

There is no minimal acceptable rating for a security to be purchased 

or held by the Fund and the Fund may purchase and hold unrated 

securities and securities whose issuers are in default. 

Lord Abbett Bond Debenture Portfolio—seeks to provide high current 

income and the opportunity for capital appreciation to produce a high 

total return. The Portfolio normally invests substantially all of its net 

assets in high yield and investment grade debt securities. Up to 80% 

of the Portfolio’s total assets may be invested in junk bonds. At least 

20% of the Portfolio’s assets must be invested in any combination of 

investment grade debt securities, U.S. government securities and 

cash equivalents. Up to 20% of the Portfolio’s assets may be invested in foreign securities. 

INVESCO VIF—High Yield Fund—seeks to provide a high level of current income by investing in bonds and other debt securities. The 

Fund also seeks capital appreciation. The Fund normally invests at 

least 80% of its assets in a diversified portfolio of high yield corporate bonds and preferred stock with below investment grade ratings. There are no limitations on the maturities of the securities assets must be held by the Fund. 

Oppenheimer High Income Fund/VA—seeks a high level of current income from investment in high yield fixed income securities. Under 

normal market conditions, the Fund invests at least 65%, and may 

invest without limit, in junk bonds. Investments include fixed income 

securities of domestic and foreign issuers including issuers in emerging market countries. 

Franklin Large Cap Growth Securities Fund—seeks capital appreciation. Normally, the Fund invests at least 80% of its net assets in the 

equity securities of large cap companies. The Fund invests in companies that have above-average growth in earnings and revenues. 

Currently, the Fund may invest between 10% and 15% of its assets 

in foreign securities and up to 20% of its net assets in investments in 

small and medium capitalization companies. 

T. Rowe Price Large Cap Growth Portfolio—seeks long-term growth of 

capital and, secondarily, dividend income. Normally, the Portfolio invests at least 80% percent of its assets in the common stocks and 

other securities of large capitalization companies (i.e., those within 

the market capitalization range of the Russell 1000 Index). The investment adviser seeks companies that have the ability to pay increasing dividends through strong cash flow. 

MFS Emerging Growth Series—seeks to provide long-term growth of 

capital. Normally the Series invests at least 65% of its net assets in 

common stocks and related securities of emerging growth companies 

of any size. The Series may invest in foreign securities including 

emerging market securities. 

INVESCO VIF-Dynamics Fund—seeks long-term capital growth. The 

Fund invests at least 65% of its assets in common stock of mid-sized 

companies. The core of the Fund’s portfolio is invested in securities 

of established companies that are leaders in attractive growth markets with a history of strong returns. 

T. Rowe Price Mid-Cap growth. Growth Portfolio—seeks long-term 

growth of capital. The portfolio invests at least 80% of its net assets 

in the common stocks of mid-cap companies whose earnings are expected to grow at a faster rate than the average company. While 

most of the Portfolio’s assets will be invested in U.S. common 

stocks, the Portfolio may also purchase foreign securities. 

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5603

Existing fund Replacement fund 

MFS Bond Series—seeks to provide as high a level of current income 

as is believed to be consistent with prudent risk. The Series’ secondary objective is to protect shareholders capital. The Series invests at least 80% of its net assets in debt obligations issued by U.S. 

and foreign (including emerging market) corporations, U.S. government securities and mortgage-backed and asset-backed securities. 

While the Series may purchase junk bonds, it focuses on investment 

grade bonds. 

Oppenheimer Strategic Bond Fund/VA—seeks a high level of current 

income principally derived from interest on debt securities. The Fund 

invests in debt securities of issuers in three market sectors: foreign 

governments and companies (including emerging market issuers); 

U.S. government securities; and lower-grade, high yield securities of 

U.S. and foreign companies. The Fund may invest in securities of 

any maturity and may invest without limit in junk bonds. 

PIMCO Total Return Portfolio—seeks maximum total return, consistent 

with the preservation of capital and prudent investment management. 

The Portfolio normally invests at least 65% of its assets in a diversified portfolio of fixed income instruments of varying maturities. The 

Portfolio invests primarily in investment grade debt obligations, U.S. 

government securities and commercial paper and other short-term 

obligations. Up to 20% of the Portfolio’s net assets may be invested 

in securities denominated in foreign currencies and the Portfolio may 

invest beyond that limit in U.S. dollar-denominated securities of foreign issuers. 

Templeton Global Income Securities Fund—seeks high current income, 

consistent with the preservation of capital. Capital appreciation is a 

secondary objective. Normally, the Fund invests at least 65% of its 

total assets in debt securities of governments and their subdivisions 

and agencies, supranational organizations and companies located 

anywhere in the world. The Fund focuses on investment grade debt 

securities, but may invest up to 30% of its net assets in junk bonds 

(including emerging market issuers and up to 10% of its assets in 

debt securities that are in default). The average maturity of the 

Fund’s debt securities ranges from approximately 5 to 15 years. 

Oppenheimer Money Fund/VA—seeks maximum current income from 

investments in money market securities consistent with low capital 

risks and the maintenance of liquidity. Investment include U.S. government securities, foreign and domestic bank obligations, commercial paper of foreign and domestic companies and short-term corporate obligations. 

State Street Research Money Market Portfolio—seeks a high level of 

current income, consistent with preservation of capital. The Portfolio 

invests in the highest quality money market obligations including 

commercial paper and asset-backed securities. The Portfolio may 

also invest in U.S. dollar-denominated securities issued by foreign 

companies or banks or their U.S. affiliates. 

MFS Strategic Income Series—seeks high current income by investment in fixed income securities. Significant capital appreciation is the 

secondary objective. At least 65% of its assets are invested in U.S. 

government securities, foreign government securities, mortgage- and 

asset-backed securities, corporate bonds (including up to 100% of its 

assets in junk bonds) and emerging market securities. 

Salomon Brothers Strategic Bond Opportunities Portfolio—seeks a high 

level of total return consistent with preservation of capital. Under normal circumstances, at least 80% of the Portfolio’s assets are invested in U.S. investment grade securities (including U.S. government obligations), U.S. and foreign (including emerging markets) 

high yield debt, and foreign government securities. Up to 100% of 

the Portfolio’s assets may be invested in high yield debt securities. 

Oppenheimer Bond Fund/VA—mainly seeks a high level of current income. As a secondary objective, the Fund seeks capital appreciation 

consistent with its primary objective. Normally, at least 80% of the 

Fund’s total assets are invested on investment grade debt securities, 

U.S. governmental securities and money market investments. The 

Fund may invest in debt securities of any maturity and may invest up 

to 35% of the total assets in junk bonds. 

State Street Research Bond Income Portfolio—seeks a competitive 

total return primarily from investing in fixed income securities. Under 

normal circumstances, the Portfolio invests at least 80% of its assets 

in fixed income securities including investment grade fixed income 

securities, obligations of the U.S. Treasury or any governmental 

agency, mortgage-backed and asset-backed securities, corporate 

debt securities of U.S. and foreign issuers, and cash equivalents. Up 

to 20% of the Portfolio’s assets may be invested in high yield securities, up to 20% in foreign securities and up to 10% in the securities 

of emerging market issuers. No combination of investments in high 

yield securities, foreign securities or emerging market securities will 

exceed 30% of the Portfolio’s assets. 

46. The following tables compare the 

total operating expenses of the Existing 

Fund and the Replacement Fund for 

each proposed substitution. The 

comparative fund expenses are 

generally based on actual expenses, 

including waivers, for the year ended 

December 31, 2002. In some cases, the 

expense caps for certain Replacement 

Funds were increased effective May 1, 

2003. In such cases, the expenses of 

those Funds have been restated to 

reflect the expense cap in effect as of 

May 1, 2003. Where a Fund has 

multiple classes of shares involved in 

the proposed substitution, the expenses 

of each class are presented.

AIM V.I. balanced 

fund

(percent) 

MFS total return 

portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.50

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.42 0.16

Total Expenses ............................................................................................................................................ 1.17 0.66

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 1.17 0.66

5604 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

AIM V.I. premier equity 

fund (percent) 

Lord Abbett growth and 

income portfolio (percent) 

Class I Class II Class A Class B 

Management Fee ............................................................................................................. 0.61 0.61 0.58 0.58

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.24 0.24 0.09 0.10

Total Expenses ................................................................................................................ 0.85 1.10 0.67 0.93

Waivers ............................................................................................................................ .................... .................... .................... ....................

Net Expenses .................................................................................................................. 0.85 1.10 0.67 0.93

Alger American 

small capitalization portfolio

(percent) 

T. Rowe Price 

small cap growth 

portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.85 0.52

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.12 0.09

Total Expenses ............................................................................................................................................ 0.97 0.61

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.97 0.61

AllianceBernstein premier 

growth portfolio

(percent) 

Janus aggressive growth 

portfolio

(percent) 

Class A Class B Class A Class B 

Management Fee ............................................................................................................. 1.00 1.00 0.80 0.80

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.05 0.06 0.63 0.64

Total Expenses ................................................................................................................ 1.05 1.31 1.43 1.69

Waivers ............................................................................................................................ .................... .................... 0.53 0.54

Net Expenses .................................................................................................................. 1.05 1.31 0.90 1.15

AllianceBernstein 

value portfolio 

(percent) 

Lord Abbett 

growth and income portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.58

12b–1 Fee .................................................................................................................................................... 0.25 0.25

Other Expenses ........................................................................................................................................... 0.43 0.10

Total Expenses ............................................................................................................................................ 1.43 0.93

Waivers ........................................................................................................................................................ 0.22 ..............................

Net Expenses .............................................................................................................................................. 1.21 0.93

AllianceBernstein 

small cap value 

portfolio

(percent) 

Third Avenue 

small cap value 

portfolio

(percent) 

Management Fee ......................................................................................................................................... 1.00 0.75

12b–1 Fee .................................................................................................................................................... 0.25 0.25

OtherExpenses ............................................................................................................................................ 0.45 0.69

Total Expenses ............................................................................................................................................ 1.70 1.69

Waivers ........................................................................................................................................................ 0.37 0.44

Net Expenses .............................................................................................................................................. 1.43 1.25

VP income and 

growth fund (percent) 

Lord Abbett 

growth and income portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.70 0.58

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... .............................. 0.09

Total Expenses ............................................................................................................................................ 0.70 0.67

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.70 0.67

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5605

VP international 

fund

(percent) 

MFS research 

international portfolio

(percent) 

Management Fee ......................................................................................................................................... 1.30 0.80

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.01 1.06

Total Expenses ............................................................................................................................................ 1.31 1.86

Waivers ........................................................................................................................................................ .............................. 0.76

Net Expenses .............................................................................................................................................. 1.31 1.10

VP value fund 

(percent) 

Lord Abbett midcap value portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.95 0.70

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... .............................. 0.20

Total Expenses ............................................................................................................................................ 0.95 0.90

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.95 0.90

Appreciation portfolio

(percent) 

Oppenheimer capital

appreciation portfolio

(percent) 

Service 

class Initial class Class B Class A 

Management Fee ............................................................................................................. 0.75 0.75 0.65 0.65

12b–1 Fee ........................................................................................................................ 0.25 .................... 0.25 ....................

Other Expenses ............................................................................................................... 0.13 0.03 0.32 0.34

Total Expenses ................................................................................................................ 1.13 0.78 1.22 0.99

Waivers ............................................................................................................................ 0.03 .................... 0.22 0.24

Net Expenses .................................................................................................................. 1.10 0.78 1.00 0.75

Disciplined stock portfolio 

(percent) 

Oppenheimer capital appreciation portfolio

(percent) 

Service 

class Initial class Class B Class A 

Management Fee ............................................................................................................. 0.75 0.75 0.65 0.65

12b–1 fee ......................................................................................................................... 0.25 .................... 0.25 ....................

Other Expenses ............................................................................................................... 0.06 0.08 0.32 0.34

Total Expenses ................................................................................................................ 1.06 0.83 1.22 0.99

Waivers ............................................................................................................................ 0.06 .................... 0.22 0.24

Net Expenses .................................................................................................................. 1.00 0.83 1.00 0.75

Federated American leaders

fund II

(percent) 

Lord Abbett 

growth and income portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.58

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.38 0.09

Total Expenses ............................................................................................................................................ 1.13 0.67

Waivers ........................................................................................................................................................ 0.25 ..............................

Net Expenses .............................................................................................................................................. 0.88 0.67

Federated equity 

fund II

(percent) 

Lord Abbett 

growth and income portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.58

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.58 0.09

Total Expenses ............................................................................................................................................ 1.33 0.67

Waivers ........................................................................................................................................................ 0.26 ..............................

Net Expenses .............................................................................................................................................. 1.07 0.67

5606 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

Federated high income bond fund II 

(percent) 

Lord Abbett bond 

debenture portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.60 0.60

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.42 0.17

Total Expenses ............................................................................................................................................ 1.02 0.77

Waivers ........................................................................................................................................................ 0.25 0.02

Net Expenses .............................................................................................................................................. 0.77 0.75

Federated growth 

strategy fund II 

(percent) 

Oppenheimer capital appreciation 

portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.65

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.58 0.34

Total Expenses ............................................................................................................................................ 1.33 0.99

Waivers ........................................................................................................................................................ 0.26 0.24

Net Expenses .............................................................................................................................................. 1.07 0.75

VIP asset manager portfolio

(percent) 

MFS total return 

portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.53 0.50

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.10 0.06

Total Expenses ............................................................................................................................................ 0.63 0.56

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.63 0.56

Franklin large cap growth 

securities fund

(percent) 

T. Rowe Price large cap 

growth portfolio

(percent) 

Class 2 Class 1 Class B Class A 

Management Fee ............................................................................................................. 0.75 0.75 0.63 0.63

12b–1 Fee ........................................................................................................................ 0.25 .................... 0.25 ....................

Other Expenses ............................................................................................................... 0.05 0.05 0.14 0.14

Total Expenses ................................................................................................................ 1.05 0.80 1.02 0.77

Waivers ............................................................................................................................ .................... .................... .................... ....................

Net Expenses .................................................................................................................. 1.05 0.80 1.02 0.77

Franklin small cap fund 

(percent) 

T. Rowe Price small cap 

growth portfolio

(percent) 

Class 1 Class 2 Class A Class B 

Management Fee ............................................................................................................. 0.53 0.53 0.52 0.52

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.31 0.31 0.09 0.09

Total Expenses ................................................................................................................ 0.84 1.09 0.61 0.86

Waivers ............................................................................................................................ 0.05 0.05 .................... ....................

Net Expenses .................................................................................................................. 0.79 1.04 0.61 0.86

Goldman Sachs 

growth and income fund

(percent) 

Lord Abbett 

growth & income 

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.58

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.46 0.09

Total Expenses ............................................................................................................................................ 1.21 0.67

Waivers ........................................................................................................................................................ 0.17 ..............................

Net Expenses .............................................................................................................................................. 1.04 0.67

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5607

Goldman Sachs 

international equity fund

(percent) 

MFS research 

international portfolio

(percent) 

Management Fee ......................................................................................................................................... 1.00 0.80

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 1.77 1.06

Total Expenses ............................................................................................................................................ 2.77 1.86

Waivers ........................................................................................................................................................ 1.38 0.76

Net Expenses .............................................................................................................................................. 1.39 1.10

Invesco VIF-dynamics fund

(percent) 

T. Rowe Price 

mid-cap growth 

portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.75

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.37 0.45

Total Expenses ............................................................................................................................................ 1.12 1.20

Waivers ........................................................................................................................................................ .............................. 0.25

Net Expenses .............................................................................................................................................. 1.12 0.95

Invesco VIF high 

yield fund

(percent) 

Lord Abbett bond 

debenture portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.60 0.60

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.45 0.17

Total Expenses ............................................................................................................................................ 1.05 0.77

Waivers ........................................................................................................................................................ .............................. 0.02

Net Expenses .............................................................................................................................................. 1.05 0.75

Mutual shares securities 

fund

(percent) 

Lord Abbett growth and 

income portfolio

(percent) 

Class 1 Class 2 Class A Class B 

Management Fee ............................................................................................................. 0.60 0.60 0.58 0.58

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.21 0.21 0.09 0.10

Total Expenses ................................................................................................................ 0.81 1.06 0.67 0.93

Waivers ............................................................................................................................ 0.01 0.01 .................... ....................

Net Expenses .................................................................................................................. 0.80 1.05 0.67 0.93

MFS bond series 

(percent) 

PIMCO total return portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.60 0.50

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.32 0.15

Total Expenses ............................................................................................................................................ 0.92 0.65

Waivers ........................................................................................................................................................ 0.17 ..............................

Net Expenses .............................................................................................................................................. 0.75 0.65

MFS emerging growth

series

(percent) 

T. Rowe Price large cap 

growth portfolio

(percent) 

Initial class Service 

class Class A Class B 

Management Fee ............................................................................................................. 0.75 0.75 0.63 0.63

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.11 0.11 0.14 0.14

Total Expenses ................................................................................................................ 0.86 1.11 0.77 1.02

Waivers ............................................................................................................................ .................... .................... .................... ....................

Net Expenses .................................................................................................................. 0.86 1.11 0.77 1.02

5608 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

MFS research series

(percent) 

Oppenheimer capital appreciation portfolio

(percent) 

Initial class Service 

class Class A Class B 

Management Fee ............................................................................................................. 0.75 0.75 0.65 0.65

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.12 0.12 0.34 0.32

Total Expenses ................................................................................................................ 0.87 1.12 0.99 1.22

Waivers ............................................................................................................................ .................... .................... 0.24 0.22

Net Expenses .................................................................................................................. 0.87 1.12 0.75 1.00

MFS strategic income

series

(percent) 

Salomon brothers strategic bond opportunities 

portfolio

(percent) 

Initial class Service 

class Class A Class B 

Management Fee ............................................................................................................. 0.75 0.75 0.65 0.65

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.35 0.35 0.20 0.20

Total Expenses ................................................................................................................ 1.10 1.35 0.85 1.10

Waivers ............................................................................................................................ 0.20 0.20 .................... ....................

Net Expenses .................................................................................................................. 0.90 1.15 0.85 1.10

Newport Tiger 

fund

(percent) 

MFS research 

international portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.90 0.80

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.37 1.06

Total Expenses ............................................................................................................................................ 1.27 1.86

Waivers ........................................................................................................................................................ .............................. 0.76

Net Expenses .............................................................................................................................................. 1.27 1.10

Oppenheimer

strategic

bond fund/VA

(percent) 

PIMCO total

return portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.74 0.50

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.05 0.15

Total Expenses ............................................................................................................................................ 0.79 0.65

Waivers ........................................................................................................................................................ 0.01 ..............................

Net Expenses .............................................................................................................................................. 0.78 0.65

Oppenheimer 

Main Street

fund/VA

(percent) 

Lord Abbett 

growth and income portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.68 0.58

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.01 0.09

Total Expenses ............................................................................................................................................ 0.69 0.67

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.69 0.67

Oppenheimer high 

income fund/VA 

(percent) 

Lord Abbett bond 

debenture portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.74 0.60

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.03 0.17

Total Expenses ............................................................................................................................................ 0.77 0.77

Waivers ........................................................................................................................................................ .............................. 0.02

Net Expenses .............................................................................................................................................. 0.77 0.75

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5609

Oppenheimer 

bond fund/VA 

(percent) 

State Street research bond income portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.71 0.40

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.02 0.11

Total Expenses ............................................................................................................................................ 0.73 0.51

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.73 0.51

Oppenheimer 

money fund/VA 

(percent) 

State Street research money 

market portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.45 0.35

12b–1 fee ..................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.02 0.08

Total Expenses ............................................................................................................................................ 0.47 0.43

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.47 0.43

Oppenheimer 

Main Street small 

cap growth

fund/VA

(percent) 

T. Rowe Price 

small cap growth 

portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.75 0.52

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.25 0.09

Total Expenses ............................................................................................................................................ 1.00 0.61

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 1.00 0.61

Putnam VT new value fund 

(percent) 

Lord Abbett growth and 

income portfolio (percent) 

Class 1B Class 1A Class B Class A 

Management Fee ............................................................................................................. 0.69 0.69 0.58 0.58

12b–1 Fee ........................................................................................................................ 0.25 .................... 0.25 ....................

Other Expenses ............................................................................................................... 0.09 0.09 0.10 0.09

Total Expenses ................................................................................................................ 1.03 0.78 0.93 0.67

Waivers ............................................................................................................................ .................... .................... .................... ....................

Net Expenses .................................................................................................................. 1.03 0.78 0.93 0.67

Putnam VT international 

new opportunities fund 

(percent) 

MFS Research fund international portfolio

(percent) 

Class 1B Class 1A Class B Class A 

Management Fee ............................................................................................................. 1.00 1.00 0.80 0.80

12b–1 Fee ........................................................................................................................ 0.25 .................... 0.25 ....................

Other Expenses ............................................................................................................... 0.27 0.27 1.02 1.06

Total Expenses ................................................................................................................ 1.52 1.27 2.07 1.86

Waivers ............................................................................................................................ .................... .................... 0.72 0.76

Net Expenses .................................................................................................................. 1.52 1.27 1.35 1.10

International portfolio

(percent) 

MFS research international portfolio (percent) 

Class B Class A Class B Class A 

Management Fee ............................................................................................................. 0.87 0.87 0.80 0.80

12b–1 Fee ........................................................................................................................ 0.25 .................... 0.25 ....................

Other Expenses ............................................................................................................... 0.31 0.16 1.02 1.06

Total Expenses ................................................................................................................ 1.43 1.03 2.07 1.86

Waivers ............................................................................................................................ .................... .................... 0.72 0.76

Net Expenses .................................................................................................................. 1.43 1.03 1.35 1.10

5610 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

SVS Dreman high 

return equity portfolio

(percent) 

Lord Abbett 

growth and income portfolio

(percent) 

Management Fee ......................................................................................................................................... 0.73 0.58

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.06 0.09

Total Expenses 0.79 .................................................................................................................................... 0.67 0.67

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.79 0.67

Templeton global income 

securities fund

(percent) 

PIMCO total return portfolio

(percent) 

Class 1 Class 2 Class A Class B 

Management Fee ............................................................................................................. 0.63 0.63 0.50 0.50

12b–1 Fee ........................................................................................................................ .................... 0.25 .................... 0.25

Other Expenses ............................................................................................................... 0.10 0.10 0.15 0.15

Total Expenses ................................................................................................................ 0.73 0.98 0.65 0.90

Waivers ............................................................................................................................ .................... .................... .................... ....................

Net Expenses .................................................................................................................. 0.73 0.98 0.65 0.90

Growth and income portfolio 

(percent) 

Lord Abbett 

growth and income portfolio 

(percent) 

Management Fee ......................................................................................................................................... 0.60 0.58

12b–1 Fee .................................................................................................................................................... .............................. ..............................

Other Expenses ........................................................................................................................................... 0.11 0.09

Total Expenses ............................................................................................................................................ 0.71 0.67

Waivers ........................................................................................................................................................ .............................. ..............................

Net Expenses .............................................................................................................................................. 0.71 0.67

47. 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. 

While each Replacement Fund’s Class B 

Rule 12b–1 fees can be raised to 0.50% 

of net assets by the Fund’s Board of 

Trustees/Directors, the Rule 12b–1 fees 

of 0.25% of the Existing Funds’ shares 

cannot be raised by the Fund’s Board of 

Trustees, without shareholder approval, 

except as follows:

AllianceBernstein Premier Growth 

Portfolio—Can Be Raised by Board Up 

to 0.50%

AllianceBernstein Value Portfolio—Can 

Be Raised by Board Up to 0.50%

AllianceBernstein Small Cap Value 

Portfolio—Can Be Raised by Board Up 

to 0.50%

Franklin Large Cap Growth Securities 

Fund—Can Be Raised by Board Up to 

0.35%

Franklin Small Cap Fund—Can Be 

Raised by Board Up to 0.35%

Mutual Shares Securities Fund—Can Be 

Raised by Board Up to 0.35%

Putnam VT New Value Fund—Can Be 

Raised by Board Up to 0.35%

Putnam VT International New 

Opportunities Fund—Can Be Raised 

by Board Up to 0.35%

Met Series Fund and MIST represent 

that, except as set forth in the following 

sentence, Rule 12b–1 fees for the 

Replacement Funds’ Class B shares 

issued in connection with the proposed 

substitutions will not be raised above 

0.25% of net assets without the 

approval of a majority in interest of 

those Contract owners whose shares 

were involved in the proposed 

substitutions. The foregoing 

representation shall apply to the 

following substitutions only if the Rule 

12b–1 fees for the Replacement Funds’

Class B shares exceed 0.35% or 0.50% 

of net assets as indicated: 

AllianceBernstein Premier Growth 

Portfolio/Janus Aggressive Growth 

Portfolio—0.50%; AllianceBernstein 

Value Portfolio/Lord Abbett Growth and 

Income Portfolio—0.50%; 

AllianceBernstein Small Cap Value 

Portfolio/Third Avenue Small Cap 

Value Portfolio—0.50%; Franklin Large 

Cap Growth Securities Fund/T. Rowe 

Price Large Cap Portfolio—0.35%; 

Franklin Small Cap Fund/T. Rowe Price 

Small Cap Growth Portfolio—0.35%; 

Mutual Shares Securities Fund/Lord 

Abbett Growth and Income Portfolio—

0.35%; Putnam VT New Value Fund/

Lord Abbett Growth and Income 

Portfolio—0.35%; Putnam VT 

International New Opportunities Fund/

MFS Research International Portfolio—

0.35%. 

48. Further, in addition to any Rule 

12b–1 fees, the investment advisers or 

distributors of the Existing Funds pay 

the Insurance Companies or one of the 

affiliates from 5 to 30 basis points for 

Class A shares (or their equivalent) sold 

to the Separate Accounts and, for Class 

B shares (or their equivalent), Rule 12b–

1 fees of 25 basis points plus additional 

amounts ranging from 5 to 25 basis 

points. Following the substitutions, 

these payments will not be made on 

behalf of the Existing Funds. Rather, 

only 25 basis points in Rule 12b–1 fees 

(with respect to Class B shares) and 

profit distributions to members, if any, 

from the Replacement Funds’ advisers 

will be available to the Insurance 

Companies or the Replacement Funds’

distributors. 

49. The Insurance Companies 

considered the performance history of 

each Fund and determined that no 

Contract owners would be materially 

adversely affected as a result of the 

substitutions. More detailed information 

regarding the Funds’ comparative 

performance histories can be found in 

the Application. 

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5611

50. The process for accomplishing the 

transfer of assets from each Existing 

Fund to its corresponding Replacement 

Fund will be determined on a case-bycase 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.

51. 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 inkind 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). 

52. 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. Contract owners 

will not incur any fees or charges as a 

result of the proposed substitutions, nor 

will their rights or an Insurance 

Company’s obligations under the 

Contracts be altered in any way. All 

expenses incurred in connection with 

the proposed substitutions, including 

brokerage, legal, accounting, and other 

fees and expenses, will be paid by the 

Insurance Companies. In addition, the 

proposed substitutions will not impose 

any tax liability on Contract owners. 

The proposed substitutions will not 

cause the Contract fees and charges 

currently being paid by existing 

Contract owners to be greater after the 

proposed substitutions than before the 

proposed substitutions. No fees will be 

charged on the transfers made at the 

time of the proposed substitutions 

because the proposed substitutions will 

not be treated as a transfer for the 

purpose of assessing transfer charges or 

for determining the number of 

remaining permissible transfers in a 

Contract year. 

53. The Substitution Applicants agree 

that, to the extent that the annualized 

expenses of each Replacement Fund 

exceed, for each fiscal period (such 

period being less than 90 days) during 

the twenty-four months following the 

substitutions, the 2002 net expense level 

of the corresponding Existing Fund, the 

Insurance Companies will, for each 

Contract outstanding on the date of the 

proposed substitutions, make a 

corresponding reduction in separate 

account (or sub-account) expenses on 

the last day of such fiscal period, such 

that the amount of the Replacement 

Fund’s net expenses, together with 

those of the corresponding separate 

account (or sub-account) will, on an 

annualized basis, be no greater than the 

sum of the net expenses of the Existing 

Fund and the expenses of the separate 

account (or sub-account) for the 2002 

fiscal year of the Insurance Companies, 

as applicable. 

54. The Substitution Applicants 

further agree that the Insurance 

Companies will not increase total 

separate account charges (net of any 

reimbursements or waivers) for any 

existing owner of the Contracts involved 

in the proposed substitution on the date 

of the substitutions for a period of two 

years from the date of the substitutions. 

55. By a supplement to the 

prospectuses for the Contracts and the 

Separate Accounts, each Insurance 

Company will notify all owners of the 

Contracts of its intention to take the 

necessary actions, including seeking the 

order requested by this application and 

to substitute shares of the funds as 

described herein. The supplement will 

advise Contract owners that from the 

date of the supplement until the date of 

the proposed substitution, owners are 

permitted to make one transfer of 

Contract value (or annuity unit 

exchange) out of the Existing Fund subaccount, to another sub-account without 

the transfer (or exchange) being treated 

as one of a limited number of permitted 

transfers (or exchanges) or a limited 

number of transfers (or exchanges) 

permitted without a transfer charge. The 

supplement also will inform Contract 

owners that the Insurance Company will 

not exercise any rights reserved under 

any Contract to impose additional 

restrictions on transfers until at least 30 

days after the proposed substitutions, 

except that the Insurance Company may 

impose restrictions on transfers to 

prevent or limit ‘‘market timing’’

activities by Contract owners or agents 

of Contract owners. The supplement 

will further advise Contract owners that 

for at least 30 days following the 

proposed substitutions, the Insurance 

Companies will permit Contract owners 

affected by the substitutions to make 

one transfer of Contract value (or 

annuity unit exchange) out of the 

Replacement Fund sub-account to 

another sub-account 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. 

56. In addition, in accordance with 

the Contract provisions and/or 

prospectus disclosure for Contracts 

issued by MetLife Investors USA, 

MetLife Investors USA will seek 

approval of the substitutions proposed 

for Separate Account A from MetLife 

Investors USA contract owners. Such 

approval will be sought from the owners 

of each class of MetLife Investors USA 

Contracts voting as a separate group, 

and the substitutions will be carried out 

for each class of Contracts whose 

owners approve them. A class of 

Contracts refers to a Contract type 

distinguishable from other types by the 

product (marketing) designation and, in 

most cases, by its contract form as 

approved for sale in each jurisdiction. 

Contracts of the same class have the 

same features and charge structure. 

57. Approval is obtained by the 

affirmative vote of a majority of the 

class’s outstanding interests in the 

Existing Fund sub-account of Separate 

Account A (measured by the dollar 

value of accumulation units or annuity 

unit reserves). MetLife Investors USA 

will solicit approval of MetLife 

Investors USA contract owners by 

sending them written voting forms 

accompanied by a voting information 

statement and other disclosure 

documents in a manner consistent with 

applicable requirements of Regulation 

14A under the Securities Exchange Act 

of 1934. In particular, the relevant 

information will disclose, in substance, 

the information required by applicable 

items of Form N–14. Any beneficial 

financial interest that MetLife Investors 

USA may have in Separate Account A 

is immaterial in relation to the interests 

of contract owners, and MetLife 

Investors USA will not cast any votes. 

58. Finally, within five business days 

after the proposed substitutions, 

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 subaccounts on the date of the notice to 

another sub-account available under 

their Contract at no cost and without 

regard to any limits on the frequency of 

transfers. The notice will also reiterate 

that 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 (other than 

with respect to ‘‘market timing’’

activities) 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. 

5612 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

Applicants’ Legal Analysis 

1. Section 26(c) of the Act requires the 

depositor of a registered unit investment 

trust holding the securities of a single 

issuer to obtain Commission approval 

before substituting the securities held by 

the trust. Specifically, Section 26(c) 

states:

It shall be unlawful for any depositor or 

trustee of a registered unit investment trust 

holding the security of a single issuer to 

substitute another security for such security 

unless the commission shall have approved 

such substitution. The Commission shall 

issue an order approving such substitution if 

the evidence establishes that it is consistent 

with the protection of investors and the 

purposes fairly intended by the policy and 

provision of this title.

2. The Substitution Applicants state 

that the proposed substitutions appear 

to involve substitutions of securities 

within the meaning of Section 26(c) of 

the Act. The Substitution Applicants, 

therefore, request an order from the 

Commission pursuant to Section 26(c) 

approving the proposed substitutions. 

3. Some of the Contracts expressly 

reserve to the applicable Insurance 

Company the right, subject to 

compliance with applicable law, to 

substitute shares of another investment 

company for shares of an investment 

company held by a sub-account of the 

Separate Accounts. The prospectuses for 

these Contracts and the Separate 

Accounts contain appropriate disclosure 

of this right. Certain Contracts issued by 

MetLife Investors USA provide, 

however, that approval of a majority of 

Contract owners who have allocated 

premiums to a particular Separate 

Account must be obtained prior to any 

substitution. 

4. Applicants request an order of the 

Commission pursuant to Section 26(c) 

of the Act approving the proposed 

substitutions by the Insurance 

Companies. The Applicants assert that 

the proposed substitutions are 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. 

5. The Substitution Applicants 

represent that the proposed 

Replacement Fund for each Existing 

Fund has an investment objective that is 

at least substantially similar to that of 

the Existing Fund. Moreover, the 

principal investment policies of the 

Replacement Funds are similar to those 

of the corresponding Existing Funds. 

The Insurance Companies believe that 

the new sub-adviser will, over the longterm, be positioned to provide at least 

comparable performance to that of the 

Existing Fund’s sub-adviser. 

6. In addition, a substantial number of 

the Existing Funds are currently either 

not available as investment options 

under any Contract previously or 

currently offered by the Insurance 

Companies or, if available, are available 

only for additional contributions and/or 

transfers from other investment options 

under Contracts not currently offered. 

The Substitution Applicants submit 

that, with respect to those Existing 

Funds with limited or no current 

availability, there is little likelihood 

additional significant assets, if any, will 

be allocated to such Funds, and, 

therefore, because of the costs 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. 

7. The Substitution Applicants 

anticipate that Contract owners will be 

better off with the array of sub-accounts 

offered after the proposed substitutions 

than they have been with the array of 

sub-accounts offered prior to the 

substitutions. The proposed 

substitutions retain for Contract owners 

the investment flexibility that is a 

central feature of the Contracts. If the 

proposed substitutions are carried out, 

all Contract owners will be permitted to 

allocate purchase payments and transfer 

Contract values and cash values 

between and among approximately the 

same number of sub-accounts as they 

could before the proposed substitutions. 

Moreover, the elimination of the costs of 

printing and mailing prospectuses and 

periodic reports of the Existing Funds 

will benefit Contract owners. 

8. The Substitution Applicants assert 

that none of the proposed substitutions 

is of the type that Section 26(c) was 

designed to prevent. Unlike traditional 

unit investment trusts where a depositor 

could only substitute an investment 

security in a manner which 

permanently affected all the investors in 

the trust, the Contracts provide each 

Contract owner with the right to 

exercise his or her own judgment and 

transfer Contract or cash values into 

other sub-accounts. Moreover, the 

Contracts will offer Contract owners the 

opportunity to transfer amounts out of 

the affected sub-accounts into any of the 

remaining sub-accounts without cost or 

other disadvantage. The proposed 

substitutions, therefore, will not result 

in the type of costly forced redemption 

that Section 26(c) was designed to 

prevent. 

9. The Substitution Applicants assert 

that the proposed substitutions also are 

unlike the type of substitution that 

Section 26(c) was designed to prevent in 

that by purchasing a Contract, Contract 

owners select much more than a 

particular investment company in 

which to invest their account values. 

They also select the specific type of 

insurance coverage offered by an 

Insurance Company under their 

Contract as well as numerous other 

rights and privileges set forth in the 

Contract. Contract owners may also 

have considered each Insurance 

Company’s size, financial condition, 

relationship with MetLife, and its 

reputation for service in selecting their 

Contract. These factors will not change 

as a result of the proposed substitutions. 

10. Section 17(a)(1) of the Act, in 

relevant part, prohibits any affiliated 

person of a registered investment 

company, or any affiliated person of 

such person, acting as principal, from 

knowingly selling any security or other 

property to that company. Section 

17(a)(2) of the Act generally prohibits 

the persons described above, acting as 

principals, from knowingly purchasing 

any security or other property from the 

registered company. 

11. Section 2(a)(3) of the Act defines 

the term ‘‘affiliated person of another 

person’’ in relevant part as:

(A) Any person directly or indirectly owning, 

controlling, or holding with power to vote, 5 

per centum or more of the outstanding voting 

securities of such person; (B) any person 5 

per centum or more of whose outstanding 

voting securities are directly or indirectly 

owned, controlled, or held with power to 

vote, by such person; (C) any person directly 

or indirectly controlling, controlled by, or 

under common control with, such other 

person; * * * (E) if such other person is an 

investment company, any investment adviser 

thereof * * *

Section 2(a)(9) of the Act states that 

any person who owns beneficially, 

either directly or through one or more 

controlled companies, more than 25% 

of the voting securities of a company 

shall be presumed to control such 

company. 

12. 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 

Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 5613

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. 

13. 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. In 

addition, the Insurance Companies, 

through their separate accounts own 

more than 5% of the outstanding shares 

of certain Existing Funds. 

14. 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 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). 

Accordingly, the Section 17 Applicants 

have determined that it is prudent to 

seek relief from Section 17(a) in the 

context of this Application for the inkind purchases and sales of the 

Replacement Fund shares. 

15. 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: (1) 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; (2) 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 (3) the proposed transaction is 

consistent with the general purposes of 

the Act. 

16. The Section 17 Applicants submit 

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 two 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 submit 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. 

17. 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: (1) 

The consideration paid for the securities 

being purchased or sold may not be 

entirely cash, and (2) the boards of 

MIST and Met Series Fund will not 

separately review each portfolio security 

purchased by the Replacement Funds. 

Nevertheless, the circumstances 

surrounding the proposed substitutions 

will be such as to offer the same degree 

of protection to each Replacement Fund 

from overreaching that Rule 17a–7 

provides to them generally in 

connection with their purchase and sale 

of securities under that Rule in the 

ordinary course of their business. In 

particular, the Insurance Companies (or 

any of their affiliates) cannot effect the 

proposed transactions at a price that is 

disadvantageous to any of the 

Replacement Funds. Although the 

transactions may not be entirely for 

cash, each will be effected based upon 

(1) the independent market price of the 

portfolio securities valued as specified 

in paragraph (b) of Rule 17a–7, and (2) 

the net asset value per share of each 

fund involved valued in accordance 

with the procedures disclosed in its 

respective Investment Company’s 

registration statement and as required 

by Rule 22c–1 under the Act. No 

brokerage commission, fee, or other 

remuneration will be paid to any party 

in connection with the proposed 

transactions. 

18. The Section 17 Applicants submit 

that the sale of shares of the 

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. 

19. The Section 17 Applicants submit 

that the proposed Insurance Company 

in-kind purchases, as described herein, 

are consistent with the general purposes 

of the Act as stated in the Findings and 

Declaration of Policy in Section 1 of the 

Act. The proposed transactions do not 

present any of the conditions or abuses 

that the Act was designed to prevent. 

The Section 17 Applicants submit that 

the abuses described in Sections 1(b)(2) 

and (3) of the Act will not occur in 

connection with the proposed in-kind 

transactions. 

Conclusion 

Applicants assert that for the reasons 

summarized above the proposed 

substitutions and related transactions 

meet the standards of Section 26(c) of 

the Act and are consistent with the 

standards of Section 17(b) of the Act 

and that the requested orders should be 

granted.

5614 Federal Register / Vol. 69, No. 24 / Thursday, February 5, 2004 / Notices 

For the Commission, by the Division of 

Investment Management pursuant to 

delegated authority. 

J. Lynn Taylor, 

Assistant Secretary.

[FR Doc. 04–2328 Filed 2–4–04; 8:45 am] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–26343] 

Notice of Applications for 

Deregistration Under Section 8(f) of the 

Investment Company Act of 1940

January 30, 2004. 

The following is a notice of 

applications for deregistration under 

section 8(f) of the Investment Company 

Act of 1940 for the month of January, 

2004. A copy of each application may be 

obtained for a fee at the SEC’s Public 

Reference Branch, 450 Fifth St., NW., 

Washington, DC 20549–0102 (tel. 202–

942–8090). An order granting each 

application will be issued unless the 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by writing to the SEC’s 

Secretary at the address below and 

serving the relevant applicant with a 

copy of the request, personally or by 

mail. Hearing requests should be 

received by the SEC by 5:30 p.m. on 

February 24, 2004, and should be 

accompanied by proof of service on the 

applicant, in the form of an affidavit or, 

for lawyers, a certificate of service. 

Hearing requests should state the nature 

of the writer’s interest, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Secretary, SEC, 450 Fifth 

Street, NW., Washington, DC 20549–

0609. For Further Information Contact: 

Diane L. Titus at (202) 942–0564, SEC, 

Division of Investment Management, 

Office of Investment Company 

Regulation, 450 Fifth Street, NW., 

Washington, DC 20549–0504. 

CCM Advisors Fund [File No. 811–

10241] 

Summary: Applicant, a master fund in 

a master-feeder structure, seeks an order 

declaring that it has ceased to be an 

investment company. On June 30, 2003, 

applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $25,975 

incurred in connection with the 

liquidation were paid by applicant and 

CCM Advisors LLC, applicant’s 

investment adviser. 

Filing Date: The application was filed 

on December 31, 2003. 

Applicant’s Address: 190 South 

LaSalle St., Suite 2800, Chicago, IL 

60603. 

Anchor International Bond Trust [File 

No. 811–4644] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On November 19, 

2003, applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $8,786 

incurred in connection with the 

liquidation were paid by applicant’s 

investment adviser, F.L. Putnam 

Investment Management Co. 

Filing Date: The application was filed 

on December 24, 2003. 

Applicant’s Address: 579 Pleasant St., 

Suite 4, Paxton, MA 01612. 

The Willamette Funds [File No. 811–

10275] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On September 19, 

2003, applicant transferred its assets to 

The Integrity Funds, based on net asset 

value. Expenses of $109,000 incurred in 

connection with the reorganization were 

paid by applicant, the acquiring fund, 

and Integrity Money Management, Inc., 

investment adviser to the acquiring 

fund. 

Filing Dates: The application was 

filed on November 19, 2003, and 

amended on December 30, 2003. 

Applicant’s Address: 220 NW 2nd 

Ave., Suite 950, Portland, OR 97209.

State Street Research Growth Trust 

[File No. 811–985] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On February 24, 

2003, applicant transferred its assets to 

State Street Research Legacy Fund, a 

series of State Street Research Securities 

Trust, based on net asset value. 

Expenses of $45,816 incurred in 

connection with the reorganization were 

paid by applicant and the acquiring 

fund. 

Filing Dates: The application was 

filed on December 2, 2003, and 

amended on January 2, 2004. 

Applicant’s Address: One Financial 

Center, Boston, MA 02111. 

State Street Research Tax-Exempt Trust 

[File No. 811–4558] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On March 7, 2003, 

applicant transferred its assets to Strong 

Advisor Municipal Bond Fund, a 

separate series of Strong Income Funds, 

Inc., based on net asset value. Expenses 

of $51,104 incurred in connection with 

the reorganization were paid by 

applicant and the acquiring fund. 

Filing Dates: The application was 

filed on December 2, 2003, and 

amended on January 2, 2004. 

Applicant’s Address: One Financial 

Center, Boston, MA 02111. 

Credit Suisse Trust II [File No. 811–

7999] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. By October 21, 

2001, all shareholders of applicant had 

redeemed their shares at net asset value. 

Expenses of $4,000 incurred in 

connection with the liquidation were 

paid by Credit Suisse Asset 

Management, LLC, applicant’s 

investment adviser, or its affiliates. 

Filing Dates: The application was 

filed on April 1, 2003, and amended on 

January 14, 2004. 

Applicant’s Address: 466 Lexington 

Ave., New York, NY 10017. 

Van Kampen Florida Municipal 

Opportunity Trust [File No. 811–7726] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On May 18, 2001, 

applicant transferred its assets to Van 

Kampen Trust for Investment Grade 

Florida Municipals, based on net asset 

value. Holders of applicant’s auction 

preferred shares exchanged those shares 

on a one-for-one basis for auction 

preferred shares of the acquiring fund. 

Expenses of $207,288 incurred in 

connection with the reorganization were 

paid by applicant and the acquiring 

fund. 

Filing Date: The application was filed 

on January 21, 2004. 

Applicant’s Address: 1 Parkview 

Plaza, Oakbrook Terrace, IL 60181–

5555. 

New York Life Investment Management 

Institutional Funds [File No. 811–

10307] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On November 12, 

2003, applicant made a final liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $7,924 

incurred in connection with the 

liquidation were paid by New York Life 

Investment Management LLC, 

applicant’s investment adviser. 

Filing Date: The application was filed 

on January 23, 2004. 

Applicant’s Address: 169 Lackawanna 

Ave., Parsippany, NJ 07054.