18290 Federal Register / Vol. 72, No. 69 / Wednesday, April 11, 2007 / Notices 

with no change in the amount of any 

Contract Owner’s account value or 

death benefit or in the dollar value of 

his or her investment in any SubAccount. 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 they may not rely on Rule 

17a–7, the Section 17 Applicants 

believe that the Rule’s conditions 

outline the type of safeguards that result 

in transactions that are fair and 

reasonable to registered investment 

company participants and preclude 

overreaching. 

12. The Section 17 Applicants state 

that they will carry out the proposed inkind purchases in conformity with all of 

the conditions of Rule 17a–7 and each 

Fund’s procedures thereunder, except 

that the consideration paid for the 

securities being purchased or sold may 

not be entirely cash. Nevertheless, they 

contend, 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, JNL (or 

any of its 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 

registration statement and as required 

by Rule 22c–1 under the Act. No 

brokerage commission, fee (except for 

customary transfer fees), or other 

remuneration will be paid to any party 

in connection with the proposed in-kind 

transactions. 

13. Applicants state that the sale of 

shares of Replacement Funds for 

investment securities, as contemplated 

by the proposed in-kind transactions, is 

consistent with the investment policy 

and restrictions of 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, each 

Replacement Funds’ sub-adviser 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. 

14. The proposed in-kind 

transactions, Applicants state, 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. In 

particular, Sections 1(b)(2) and (3) of the 

Act state, among other things, that the 

national public interest and the interest 

of investors are adversely affected 

‘‘when investment companies are 

organized, operated, managed, or their 

portfolio securities are selected in the 

interest of directors, officers, investment 

advisers, depositors, or other affiliated 

persons thereof, or in the interests of 

other investment companies or persons 

engaged in other lines of business, 

rather than in the interest of all classes 

of such companies’ security holders; 

* * * when investment companies 

issue securities containing inequitable 

or discriminatory provisions, or fail to 

protect the preferences and privileges of 

the holders of their outstanding 

securities * * *’’. For all the reasons 

stated in the Application, the Section 17 

Applicants state that, the abuses 

described in Sections l(b)(2) and (3) of 

the Act will not occur in connection 

with the proposed in-kind purchases. 

15. The Commission has previously 

granted exemptions from Section 17(a) 

in circumstances substantially similar in 

all material respects to those presented 

in this Application to applicants 

affiliated with an open-end management 

investment company that proposed to 

purchase shares issued by the company 

with investment securities of the type 

that the company might otherwise have 

purchased for its portfolio. In these 

cases, the Commission issued an order 

pursuant to Section 17(b) of the Act 

where the expense of liquidating such 

investment securities and using the 

cash-proceeds to purchase shares of the 

investment company would have 

reduced the value of investors’ ultimate 

investment in such shares. 

Conclusions 

1. Applicants request an order of the 

Commission pursuant to Section 26(c) 

of the 1940 Act approving the 

Substitutions. Section 26(c), in pertinent 

part, provides that the Commission shall 

issue an order approving a substitution 

of securities if the evidence establishes 

that it is consistent with the protection 

of investors and the purposes fairly 

intended by the policy and provisions of 

the 1940 Act. For the reasons and upon 

the facts set forth in the Application, the 

Applicants state that the requested order 

meets the standards set forth in Section 

26(c) and should, therefore, be granted. 

2. Section 17 Applicants request that 

the Commission issue an order pursuant 

to Section 17(b) of the Act exempting 

the Separate Accounts, JNL and the 

affected NLVT series from the 

provisions of Section 17(a) of the Act to 

the extent necessary to permit, as part 

of the Substitutions, the in-kind 

purchase of shares of the Replacement 

Funds which may be deemed to be 

prohibited by Section 17(a) of the Act. 

The Section 17 Applicants represent 

that the proposed in-kind transactions 

meet all of the requirements of Section 

17(b) of the Act and that an exemption 

should be granted, to the extent 

necessary, from the provisions of 

Section 17(a). 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–6867 Filed 4–10–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

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

MetLife Insurance Company of 

Connecticut, et al. 

April 6, 2007. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order of approval pursuant to Section 

26(c) of the Investment Company Act of 

1940, as amended (the ‘‘Act’’), and an 

order of exemption pursuant to Section 

17(b) of the Act from Section 17(a) of 

the Act. 

APPLICANTS: MetLife Insurance 

Company of Connecticut (‘‘MetLife of 

CT’’), MetLife of CT Separate Account 

Five for Variable Annuities (‘‘Separate 

Account Five’’), MetLife of CT Separate 

Account Seven for Variable Annuities 

(‘‘Separate Account Seven’’), MetLife of 

CT Separate Account Nine for Variable 

Annuities (‘‘Separate Account Nine’’), 

MetLife of CT Separate Account Eleven 

for Variable Annuities (‘‘Separate 

Account Eleven’’), MetLife of CT 

Separate Account Thirteen for Variable 

Annuities (‘‘Separate Account 

Thirteen’’), MetLife of CT Fund U for 

Variable Annuities (‘‘Fund U’’), MetLife 

of CT Separate Account PF for Variable 

Annuities (‘‘Separate Account PF’’), 


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MetLife of CT Separate Account TM for 

Variable Annuities (‘‘Separate Account 

TM’’), MetLife of CT Fund ABD for 

Variable Annuities (‘‘Fund ABD’’), 

MetLife of CT Fund BD for Variable 

Annuities (‘‘Fund BD’’), MetLife of CT 

Separate Account QP for Variable 

Annuities (‘‘Separate Account QP’’), 

MetLife of CT Separate Account QPN 

for Variable Annuities (‘‘Separate 

Account QPN’’), MetLife of CT Fund BD 

III for Variable Annuities (‘‘Fund BD 

III’’), MetLife Insurance Company of CT 

Variable Annuity Separate Account 

2002 (‘‘Separate Account 2002’’), 

MetLife of CT Separate Account PP for 

Variable Life Insurance (‘‘Separate 

Account PP’’), MetLife of CT Separate 

Account CPPVUL I (‘‘Separate Account 

CPPVUL I’’), MetLife of CT Separate 

Account Three (‘‘Variable Life Separate 

Account Three’’), MetLife of CT Fund 

UL III for Variable Life Insurance 

(‘‘Fund UL III’’), MetLife of CT Fund UL 

for Variable Life Insurance (‘‘Fund UL’’), 

MetLife Life and Annuity Company of 

Connecticut (‘‘MetLife LAN’’), MetLife 

of CT Separate Account One (‘‘Separate 

Account One’’), MetLife of CT Separate 

Account Six for Variable Annuities 

(‘‘Separate Account Six’’), MetLife of CT 

Separate Account Eight for Variable 

Annuities (‘‘Separate Account Eight’’), 

MetLife of CT Separate Account Ten for 

Variable Annuities (‘‘Separate Account 

Ten’’), MetLife of CT Separate Account 

Twelve for Variable Annuities 

(‘‘Separate Account Twelve’’), MetLife 

of CT Separate Account Fourteen for 

Variable Annuities (‘‘Separate Account 

Fourteen’’), MetLife of CT Separate 

Account PF II for Variable Annuities 

(‘‘Separate Account PF II’’), MetLife of 

CT Separate Account TM II for Variable 

Annuities (‘‘Separate Account TM II’’), 

MetLife of CT Fund ABD II for Variable 

Annuities (‘‘Fund ABD II’’), MetLife of 

CT Fund BD II for Variable Annuities 

(‘‘Fund BD II’’), MetLife of CT Fund BD 

IV for Variable Annuities (‘‘Fund BD 

IV’’), MetLife Life and Annuity 

Company of CT Variable Annuity 

Separate Account 2002 (‘‘MetLife LAN 

Separate Account 2002’’), MetLife of CT 

Fund UL II for Variable Life Insurance 

(‘‘Fund UL II’’), MetLife Investors 

Insurance Company (‘‘MetLife 

Investors’’), MetLife Investors Variable 

Annuity Account One (‘‘VA Account 

One’’), MetLife Investors Variable 

Annuity Account Five (‘‘VA Account 

Five’’), MetLife Investors Variable Life 

Account One (‘‘VL Account One’’), 

MetLife Investors Variable Life Account 

Five (‘‘VL Account Five’’), First MetLife 

Investors Insurance Company (‘‘First 

MetLife Investors’’), First MetLife 

Investors Variable Annuity Account 

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

Investors USA Insurance Company 

(‘‘MetLife Investors USA’’), MetLife 

Investors USA Separate Account A 

(‘‘Separate Account A’’), Metropolitan 

Life Insurance Company (‘‘MetLife’’), 

Metropolitan Life Separate Account UL 

(‘‘Separate Account UL’’), Metropolitan 

Life Variable Annuity Separate Account 

I (formerly First Citicorp Life Variable 

Annuity Separate Account) (‘‘Separate 

Account I’’), Metropolitan Life Variable 

Annuity Separate Account II (formerly 

Citicorp Life Variable Annuity Separate 

Account) (‘‘Separate Account II’’); 

Security Equity Separate Account Nine 

(‘‘SE Separate Account Nine’’), Security 

Equity Separate Account Thirty Five 

(‘‘SE Separate Account Thirty Five’’), 

Security Equity Separate Account Fifty 

Two (‘‘SE Separate Account Fifty 

Two’’), Security Equity Separate 

Account Seventy Three (‘‘SE Separate 

Account Seventy Three’’), New England 

Life Insurance Company (‘‘New 

England’’), New England Variable Life 

Separate Account Four (‘‘NEVL Separate 

Account Four’’), New England Variable 

Life Separate Account Five (‘‘NEVL 

Separate Account Five’’), General 

American Life Insurance Company 

(‘‘General American’’, together with 

MetLife of CT, MetLife LAN, MetLife 

Investors, First MetLife Investors, 

MetLife Investors USA, MetLife, and 

New England, the ‘‘Insurance 

Companies’’), General American 

Separate Account Seven (‘‘GA Separate 

Account Seven’’), General American 

Separate Account Twenty-Eight (‘‘GA 

Separate Account Twenty-Eight’’), 

General American Separate Account 

Twenty-Nine (‘‘GA Separate Account 

Twenty-Nine’’), General American 

Separate Account Thirty Three (‘‘GA 

Separate Account Thirty Three’’, 

together with Separate Account Six, 

Separate Account Seven, Separate 

Account Eight, Separate Account Nine, 

Separate Account Ten, Separate 

Account Eleven, Separate Account 

Twelve, Separate Account Thirteen, 

Separate Account Fourteen, Fund U, 

Separate Account PF, Separate Account 

TM, Fund ABD, Fund BD, Separate 

Account QP, Separate Account QPN, 

Fund BD III, Separate Account 2002, 

Separate Account PP, Separate Account 

CPPVUL I, Separate Account One, 

Separate Account Five, Separate 

Account Three, Fund UL III, Fund UL, 

Separate Account PF II, Separate 

Account TM II, Fund ABD II, Fund BD 

II, Fund BD IV, MetLife LAN Separate 

Account 2002, Fund UL II, VA Account 

One, VA Account Five, First VA 

Account One, First VA Account, One, 

VL Account One, VL Account Five, 

Separate Account A, Separate Account 

UL, Separate Account I, Separate 

Account II, SE Separate Account Nine, 

SE Separate Account Seventy Three, SE 

Separate Account Thirty Five, SE 

Separate Account Fifty Two, NEVL 

Separate Account Four, NEVL Separate 

Account Five, GA Separate Account 

Seven, GA Separate Account TwentyEight, and GA Separate Account 

Twenty-Nine, the ‘‘Separate Accounts’’), 

Met Investors Series Trust (‘‘MIST’’) and 

Metropolitan Series Fund, Inc. (‘‘Met 

Series Fund’’ together with MIST, the 

‘‘Investment Companies’’). The 

Insurance Companies and the Separate 

Accounts are referred to as the 

‘‘Substitution Applicants’’ or 

‘‘Applicants’’. The Insurance 

Companies, the Separate Accounts and 

the Investment Companies are the 

‘‘Section 17 Applicants’’. 

SUMMARY OF APPLICATION: Applicants 

seek an order approving the substitution 

of certain series of the Investment 

Companies for shares of series of other, 

registered investment companies held 

by the Separate Accounts to fund 

certain group and individual variable 

annuity contracts and variable life 

insurance policies issued by the 

Insurance Companies (collectively, the 

‘‘Contracts’’). The Section 17 Applicants 

seek an order pursuant to Section 17(b) 

of the Act to permit certain in-kind 

transactions in connection with the 

Substitutions. 

FILING DATE: The application was filed 

on November 30, 2006, and an amended 

and restated application was filed on 

April 5, 2007. 

Hearing or Notification of Hearing: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the Secretary of 

the Commission and serving Applicants 

with a copy of the request personally or 

by mail. Hearing requests should be 

received by the Commission by 5:30 

p.m. on April 27, 2007, and should be 

accompanied by proof of service on 

Applicants, in the form of an affidavit 

or for lawyers a certificate of service. 

Hearing requests should state the nature 

of the writer’s interest, the reason for the 

request and the issued contested. 

Persons may request notification of a 

hearing by writing to the Secretary of 

the Commission. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549. Applicants 

c/o Paul G. Cellupica, Chief Counsel—

Securities Products and Regulation, 

MetLife Group, One MetLife Plaza, 27–

01 Queens Plaza North, Long Island 

City, NY 11101. 


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FOR FURTHER INFORMATION CONTACT: 

Robert S. Lamont, Jr., Senior Counsel, or 

Joyce M. Pickholz, Branch Chief, Office 

of Insurance Products, Division of 

Investment Management, at (202) 551–

6795. 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee from the 

Public Reference Branch of the 

Commission, 100 F Street, NE., 

Washington, DC 20549 (202) 551–8090. 

Applicants’ Representations 

1. MetLife of CT is a stock life 

insurance company organized in 1863 

under the laws of Connecticut. MetLife 

LAN is a stock life insurance company 

organized in 1973 under the laws of 

Connecticut. MetLife Investors is a stock 

life insurance company organized on 

August 17, 1981, under the laws of 

Missouri. First MetLife Investors is a 

stock life insurance company organized 

on December 31, 1992, under the laws 

of New York. MetLife Investors USA is 

a stock life insurance company 

organized on September 13, 1960, under 

the laws of Delaware. MetLife is a stock 

life insurance company organized in 

1868 under the laws of New York. New 

England is a stock life insurance 

company organized in 1980 under the 

laws of Delaware. General American is 

a stock life insurance company 

organized in 1933 under the laws of 

Missouri. 

2. Separate Account Five, Separate 

Account Seven, Separate Account 

Eleven, Separate Account Thirteen, 

Fund U, Separate Account PF, Separate 

Account TM, Fund ABD, Fund BD, 

Separate Account QP, Fund BD III, 

Separate Account 2002, Fund UL, 

Separate Account One, Separate 

Account Three, Separate Account Six, 

Separate Account Eight, Separate 

Account Ten, Separate Account Twelve, 

Separate Account Fourteen, Separate 

Account PF II, Separate Account TM II, 

Fund ABD II, Fund BD II, Fund BD IV, 

MetLife LAN Separate Account 2002, 

Fund UL II, VA Account One, VL 

Account One, VL Account Five, First 

VA Account One, VA Account Five, 

Separate Account A, Separate Account 

UL, Separate Account II, Separate 

Account I, GA Separate Account 

Twenty-Eight, and GA Separate Account 

Twenty-Nine are registered under the 

Act as unit investment trusts for the 

purpose of funding the Contracts. 

Security interests under the Contracts 

have been registered under the 

Securities Act of 1933. 

3. Separate Account Nine and Fund 

UL III were established as segregated 

asset accounts under Connecticut law in 

1999. Separate Account Nine and Fund 

UL III are registered under the Act as a 

unit investment trusts for the purpose of 

funding the Contracts. Security interests 

under the Contracts have been 

registered under the Securities Act of 

1933. 

4. Separate Account QPN is exempt 

from registration under the Act. Security 

interests under the Contracts have been 

registered under the Securities Act of 

1933. 

5. Separate Account PP, Separate 

Account CCPVUL I, SE Separate 

Account Nine, SE Separate Account 

Thirty Five, SE Separate Account Fifty 

Two, SE Separate Account Seventy 

Three, NEVL Separate Account Four, 

NEVL Separate Account Five, GA 

Separate Account Seven, and GA 

Separate Account Thirty Three serve as 

separate account funding vehicles for 

certain Contracts that are exempt from 

registration under Section 4(2) of the 

Securities Act of 1933 and Regulation D 

thereunder. 

6. The variable contracts funded by 

the separate accounts affected by this 

application are Flexible Premium 

Variable Annuity (CitiElite) (1933 Act 

File #333–138112 and 333–138113), 

Flexible Premium Deferred Variable 

Annuity (CitiVariable) (1933 Act File 

#333–138114 and 333–138115), Marquis 

(1933 Act File #333–40193, 333–40191, 

333–125618 and 333–125756), MetLife 

Access Annuity (1933 Act File #333–

23311 and 333–23327), MetLife Access 

Select Annuity (1933 Act File #333–

23311 and 333–23327), MetLife Index 

Annuity (1933 Act File #333–27689 and 

333–27687), MetLife Retirement 

Account (1933 Act File #333–58783 and 

333–58809), MetLife Retirement 

Perspectives—Registered (1933 Act File 

#333–118412), Pioneer Annuistar 

Annuity (1933 Act File #333–101777 

and 333–101815), Pioneer Annuistar 

Flex Annuity (1933 Act File #333–

65926 and 333–65922), Pioneer 

Annuistar Plus Annuity (1933 Act File 

#333–101778 and 333–101814), Pioneer 

Annuistar Value Annuity (1933 Act File 

#333–101777 and 333–101815), 

Portfolio Architect 3 Annuity (1933 Act 

File #333–65926 and 333–65922), 

Portfolio Architect Access Annuity 

(1933 Act File #333–100435 and 333–

100434). Portfolio Architect Annuity 

(1933 Act File #033–65343 and 033–

65339), Portfolio Architect II Annuity 

(1933 Act File #333–101777 and 333–

101815), Portfolio Architect L Annuity 

(1933 Act File #333–65926 and 333–

65922), Portfolio Architect Plus Annuity 

(1933 Act File #333–101778 and 33–

101814), Portfolio Architect Select 

Annuity (1933 Act File #033–65343 and 

033–65339), Portfolio Architect XTRA 

Annuity (1933 Act File #333–70657 and 

333–70659), Premier Advisers—Asset 

Manager Annuity (1933 Act File #333–

60227 and 333–60215), Premier 

Advisers Annuity Class I & II (1933 Act 

File #033–65343 and 033–65339), 

Premier Advisers II Annuity (1933 Act 

File #333–65506 and 333–65500), 

Premier Advisers III Annuity Series I & 

II (1933 Act File #333–65506 and 333–

65500), Premier Advisers L Annuity 

Series I and II (1933 Act File #333–

60227 and 333–60215), PrimElite I 

(1933 Act File #333–32589 and 333–

32581), PrimElite II (1933 Act File 

#333–72334 and 333–72336), Registered 

Blueprint I (1933 Act File #333–

136191), Registered Blueprint II (1933 

Act File #333–136191), Registered 

Prime Builder I (1933 Act File #333–

136191), Registered Prime Builder II 

(1933 Act File #333–136191), Registered 

GoldTrack (1933 Act File #333–00165), 

Registered GoldTrack Select (1933 Act 

File #333–00165), Scudder, Advocate 

Advisor Annuity (1933 Act File #333–

100435 and 333–100434), Scudder 

Advocate Advisor—ST1 Annuity (1933 

Act File #333–100435 and 333–100434), 

Scudder Advocate Rewards Annuity 

(1933 Act File #333–101778 and 333–

101814), Universal Annuity (1933 Act 

File #002–79529), Universal Annuity 

Advantage (1933 Act File #333–117028), 

Universal Select Annuity (1933 Act File 

#333–116783), Vintage Annuity (1933 

Act File #033–73466 and 033–58131), 

Vintage 3 Annuity (1933 Act File #333–

65926 and 333–65922), Vintage Access 

Annuity (1933 Act File #333–100435 

and 333–100434), Vintage II Annuity 

(1933 Act File #333–82009 and 333–

82013), Vintage II (Series II) Annuity 

(1933 Act File #333–82009 and 333–

82013), Vintage L Annuity (1933 Act 

File #333–65926, 333–65922, 333–

125613 and 333–125753), Vintage XTRA 

(Series II) Annuity (1933 Act File #333–

70657 and 333–70659), Vintage XTRA 

Annuity (1933 Act File #333–70657 and 

333–70659), Class AA (1933 Act File 

#333–96773, 333–50540, 333–138563), 

Class A (1933 Act File #333–96775, 

333–54358, 333–138567), Class B (1933 

Act File #333–96773, 333–50540, 333–

138563), Destiny Select (1933 Act File 

#033–39100), Navigator Select (1933 Act 

File #333–34741 and 333–138569), 

Premier, Advisor (1933 Act File #033–

39100), Prevail (1933 Act File #033–

39100), Cova VA (1933 Act File #033–

14979 and 333–138571), Cova VA Series 

A (1933 Act File #333–90405 and 333–

138563), Custom-Select (1933 Act File 

#033–74174, 333–34741 and 333–

138569), First Cova Custom-Select (1933 

Act File #033–74174), Firstar Summit 


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(1933 Act File #033–39100), PrimElite 

III (1933 Act File #333–125617 and 333–

125756), Separate Account 29 VA (1933 

Act File #033–54774), Cova SPVL (1933 

Act File #333–17963 and 333–138576), 

Custom Select Flex VUL (1933 Act File 

#333–83197 and 333–138574), Custom 

Select Flex JSVUL (1933 Act File #333–

83165 and 333–138573), MarketLife 

(1933 Act File #002–88637 and 033–

63927), Invest (1933 Act File #002–

88637), MetLife Variable Life (1933 Act 

File #333–96519 and 333–96517), 

MetLife Variable Life Accumulator 

Series (1933 Act File #333–96515 and 

333–96521), MetLife Variable Life 

Accumulator Series 2 (1933 Act File 

#333–96515 and 333–96521), MetLife 

Variable Life Accumulator Series 3 

(1933 Act File #333–113109 and 333–

113110), MetLife Variable Survivorship 

Life (1933 Act File #333–69771 and 

333–69773), MetLife, Variable 

Survivorship Life II (1933 Act File 

#333–56952 and 333–56958), 

VintageLife (1933 Act File #033–88578 

and 033–88576), COLI 2000 (1933 Act 

File #333–94779), COLI 1 (1933 Act File 

#333–71349), COLI 1—Series 2 

(Siemens) (1933 Act File #333–71349), 

COLI III (1933 Act File #333–94779), 

COLI IV (1933 Act File #333–113533), 

COLI Select (1933 Act File #333–

105335). 

7. MIST and Met Series Fund are each 

registered under the Act as open-end 

management investment companies of 

the series type, and their securities are 

registered under the Securities Act of 

1933. Met Investors Advisory, LLC and 

MetLife Advisers, LLC serve as 

investment adviser to MIST and Met 

Series Fund, respectively. 

8. Under the annuity contracts, the 

Insurance Companies reserve the right 

to substitute shares of one fund with 

shares of another, including a fund of a 

different registered investment 

company. 

9. Each Insurance Company, on its 

behalf and on behalf of the Separate 

Accounts, proposes to make certain 

substitutions of shares of thirty-nine 

funds (the ‘‘Existing Funds’’) held in 

sub-accounts of its respective Separate 

Accounts for certain series (the 

‘‘Replacement Funds’’) of MIST and Met 

Series Fund. 

10. The proposed substitutions are as 

follows: Shares of Met Series Fund’s 

MetLife Stock Index Portfolio for shares 

of the Dreyfus Stock Index Fund, Inc. 

and DWS Equity 500 Index VIP; shares 

of Met Series Fund’s BlackRock 

Diversified Portfolio for shares of 

Fidelity VIP Asset Manager Portfolio 

and DWS Balanced VIP; shares of 

MIST’s Neuberger Berman Real Estate 

Portfolio for shares of Delaware VIP 

REIT Series and DWS RREEF Real Estate 

Securities VIP; shares of Met Series 

Fund’s Oppenheimer Global Equity 

Portfolio for shares of Universal 

Institutional Funds Global Value Equity 

Portfolio; shares of MIST’s Lord Abbett 

Mid-Cap Value Portfolio for shares of 

Lord Abbett Series Fund Mid-Cap Value 

Portfolio; shares of MIST’s Lord Abbett 

Growth and Income Portfolio for shares 

of Lord Abbett Series Fund Growth and 

Income Portfolio and DWS Growth & 

Income VIP; shares of Met Series Fund’s 

MFS Total Return Portfolio for shares of 

Janus Aspen Series Balanced Portfolio; 

shares of Met Series Fund’s T. Rowe 

Price Large Cap Growth Portfolio for 

shares of Janus Aspen Series Growth 

and Income Portfolio and DWS Janus 

Growth & Income VIP; shares of Met 

Series Fund’s Neuberger Berman Mid 

Cap Value Portfolio for shares of 

Universal Institutional Funds; shares of 

MIST’s Third Avenue Small Cap Value 

Portfolio for shares of Putnam VT Small 

Cap Value Fund Lazard Retirement 

Small Cap Portfolio; shares of MIST’s 

Loomis Sayles Global Markets Portfolio 

for shares of Templeton Global Asset 

Allocation Fund; shares of MIST’s MFS 

Research International Portfolio for 

shares of Putnam VT International 

Equity Fund and DWS International VIP 

and DWS International Select Equity 

VIP; shares of MIST’s MFS Emerging 

Markets Equity Portfolio for shares of 

Credit Suisse Emerging Markets 

Portfolio and Universal Institutional 

Funds Emerging Markets Equity 

Portfolio; shares of MIST’s Met/AIM 

Capital Appreciation Portfolio for shares 

of AIM V.I. Capital Appreciation Fund; 

shares of Met Series Fund’s Capital 

Guardian U.S. Equity Portfolio for 

shares of AIM V.I. Core Equity and MFS 

Investors Trust Series; shares of MIST’s 

PIMCO Inflation Protected Bond 

Portfolio for shares of PIMCO Real 

Return; shares of Met Series Fund’s 

Russell 2000 Index Portfolio for shares 

of DWS Small Cap Index; shares of Met 

Series Fund’s BlackRock Bond Income 

Portfolio for shares of DWS Bond VIP 

and DWS Core Fixed Income VIP; shares 

of MIST’s T. Rowe Price Mid-Cap 

Growth Portfolio for shares of DWS Mid 

Cap Growth VIP; shares of Met Series 

Fund’s FI Value Leaders Portfolio for 

shares of DWS Blue Chip VIP; shares of 

MIST’s BlackRock High Yield Portfolio 

for shares of DWS High Income VIP; 

shares of Met Series Fund’s BlackRock 

Money Market Portfolio for shares of 

DWS Money Market VIP; shares of Met 

Series Fund’s T. Rowe Price Small Cap 

Growth Portfolio for shares of DWS 

Small Cap Growth VIP; shares of MIST’s 

Pioneer Strategic Income Portfolio for 

shares of DWS Strategic Income VIP; 

shares of Met Series Fund’s BlackRock 

Large Cap Value Portfolio for shares of 

DWS Dreman High Return Equity VIP; 

shares of Met Series Fund’s Davis 

Venture Value Portfolio for shares of 

DWS Davis Venture Value VIP; shares of 

MIST’s Turner Mid-Cap Growth 

Portfolio for shares of DWS Turner Mid 

Cap Growth VIP; and shares of MIST’s 

MFS Value Portfolio for shares of DWS 

Large Cap Value VIP. 

11. Following is a summary of the 

investment objectives and policies of 

the Existing Funds and the respective 

Replacement Funds. Additional 

information including asset sizes, risk 

factors and comparative performance 

history for each Existing Fund and each 

Replacement Fund can be found in the 

Application. 

Existing Fund Replacement Fund 

Dreyfus Stock Index Fund, Inc.—seeks to match the total return of the 

S&P 500 Index. The Fund generally invests in all 500 stocks in the 

S&P 500 Index in proportion to their weighting in the Index. The 

Fund attempts to have a correlation between its performance and 

that of the S&P 500 Index of at least 95% before expenses.

DWS Equity 500 Index VIP—seeks to replicate as closely as possible 

before deduction of expenses, the performance of the S&P 500 

Index. The Portfolio invests for capital appreciation, not income; any 

dividend and interest income is incidental to the pursuit of its objective. The Portfolio invests primarily in the securities included in the 

S&P 500 Index and derivative instruments relating to the Index.

MetLife Stock Index Portfolio—seeks to equal the performance of the 

S&P 500 Index. The Portfolio purchases the common stocks of all 

the companies in the S&P Index. The Portfolio also expects to invest 

in exchange traded funds and futures contracts based on the S&P 

500 Index and/or related options. The investment adviser attempts to 

maintain a target correlation between its performance and that of the 

S&P 500 Index of at least 95%. 


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Existing Fund Replacement Fund 

VIP Asset Manager Portfolio—seeks a high total return with reduced 

risk over the long term by allocating its assets among stocks and 

bonds of large market capitalization companies and short term instruments. The Portfolio maintains a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in shortterm money market instruments. The Portfolio may adjust the allocation among the asset classes gradually within the following ranges: 

stock class (30%–70%), bond class (20%–60%), and short-term and 

money market class (0%–50%). The Portfolio may invest up to 50% 

of its net assets in foreign securities. The Portfolio may invest up to 

15% of its assets in non-investment grade debt securities.

DWS Balanced VIP—seeks high total return, a combination of income 

and capital appreciation. The Portfolio follows a flexible investment 

program, investing in a mix of growth and value stocks of large and 

small capitalization companies and bonds. The investment adviser 

employs a team approach to allocate the Portfolio’s assets among 

the various asset classes. The Portfolio normally invests approximately 60% of its net assets in common stocks and other equity securities and approximately 40% of its net assets in fixed income securities The Portfolio may invest up to 25% of its total assets in foreign securities.

BlackRock Diversified Portfolio—seeks high total return while attempting to limit investment risk and preserve capital. The Portfolio invests 

its assets in equity securities and fixed-income securities. The 

amount of assets invested in each type of security will depend upon 

economic conditions, the general level of common stock prices, interest rates and other considerations including risks associated with 

each type of security. The Portfolio seeks to maintain the market 

capitalization, sector allocations and style characteristics similar to 

those of the S&P 500 Index. The Portfolio’s fixed income investments will be investment grade and non-investment grade (up to 

20% of total assets) and up to 20% of its total assets in foreign securities (including up to 10% in emerging markets); provided that the 

fixed income portion of the Portfolio may not invest more than 30% 

of its assets in high yield securities and foreign securities combined. 

Lord Abbett Series Fund 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 a capitalization range of the companies in the Russell Mid Cap Index. 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. The Portfolio 

may invest up to 10% of its assets in foreign securities that are primarily traded outside of the U.S. The manager of the Fund also 

manages the Replacement Fund.

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 a capitalization 

range of the companies in the Russell Mid Cap Index . 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. The Portfolio may 

invest up to 10% of its assets in foreign securities that are primarily 

traded outside of the U.S. 

Lord Abbett Series Fund Growth and Income Portfolio—seeks longterm growth of capital and income without excessive fluctuations in 

market price. Under normal circumstances the Portfolio will invest at 

least 80% of its net assets in equity securities (including, common 

stocks, preferred stocks, convertible securities, warrants and similar 

investments) of large, seasoned U.S. and multinational companies. 

The Portfolio invests primarily in the securities of companies that fall 

within the market capitalization range of the Russell 1000 Index. The 

Portfolio may also invest up to 10% of its assets in the securities of 

foreign issuers, (the Portfolio does not consider American Depositary 

Receipts (‘‘ADRs’’) as a foreign security). The manager of the Portfolio also manages the Replacement Fund.

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

capital and income without excessive fluctuation in market value. 

The Portfolio normally invests 80% of its net assets in equity securities of large (at least $5 billion of market capitalization), seasoned 

U.S. and multinational companies that are believed to be undervalued. The Portfolio may also invest in foreign securities up to 10% 

of its assets. 

DWS Growth & Income VIP—seeks long-term growth of capital, current 

income and growth of income. The Portfolio invests at least 65% of 

its assets in equities mainly common stocks. Although the Portfolio 

can invest in companies of any size and from any country, it invests 

primarily in large U.S. companies. The investment adviser looks for 

companies with strong prospects for continued growth of capital and 

earnings. The Portfolio may also invest up to 25% of its assets in foreign securities.

Global Value Equity Portfolio—seeks long-term capital appreciation by 

investing primarily in equity securities of issuers throughout the 

world, including U.S. issuers. The investment adviser selects securities believed to be undervalued for investment primarily from a universe of issuers located in developed markets, but may also invest in 

emerging markets. At least 20% of the Portfolio’s assets will be invested in U.S. issuers. At least 80% of the Portfolio’s assets will be 

invested in equity securities.

Oppenheimer Global Equity Portfolio—seeks capital appreciation. 

Under normal circumstances the Portfolio invests at least 80% of its 

net assets in equity securities. The Portfolio seeks broad portfolio diversification in different countries to help moderate the special risks 

of foreign investing. The Portfolio may invest without limitation in foreign securities, including developing and emerging markets. The 

Portfolio emphasizes its investments in developed markets such as 

the United States, Western European countries and Japan. 

U.S. Mid Cap Value Portfolio—seeks above-average total return over a 

market cycle of three to five years by investing in common stocks 

and other equity securities. The Portfolio invests primarily in common 

stocks of companies traded on a U.S. securities exchange with capitalizations generally in the range of companies included in the Russell Midcap Value Index. The Portfolio may invest up to 20% of its 

assets in real estate investment trusts and up to 20% of its assets in 

foreign securities (which excludes securities of foreign companies 

that are listed in the U.S. on a national stock exchange.

Neuberger Berman Mid Cap Value Portfolio—seeks capital growth. The 

Portfolio invests at least 80% of its assets in equity securities of midcap companies believed to be undervalued. The investment adviser 

defines mid-cap companies with a market capitalization within the 

range of the market capitalization of companies included in the Russell Midcap Index. The Portfolio may invest in foreign securities. Although not a principal investment strategy, the Portfolio may also invest in real estate investment trusts. 


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Existing Fund Replacement Fund 

Putnam VT Small Cap Value Fund—seeks capital appreciation. The 

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

focus on value stocks. Under normal conditions, at least 80% of the 

Fund’s assets are invested in small companies of a size similar to 

those on the Russell 2000 Value Index. The Fund may invest in foreign securities. The Fund may also engage in a variety of transactions including derivatives, such as options, futures, warrants and 

swap contracts. Although there are no stated limits on investments in 

derivatives and foreign securities, the Fund normally invests at least 

65% of its assets in the securities of U.S. companies.

Third Avenue Small Cap Value Portfolio—seeks long-term capital appreciation. Normally, the Portfolio, invests at least 80% of its net assets in equity securities of small companies whose market capitalization is no greater than nor less than the range of capitalization of 

companies in the Russell 2000 Index or the S&P Small Cap 600 

Index. 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. The Portfolio may invest up to 

35% of its assets in foreign securities. The Portfolio is non-diversified 

but the Portfolio will be managed as a diversified portfolio indefinitely. 

Lazard Retirement Small Cap Portfolio—seeks long-term capital appreciation. Under normal circumstances, at least 80% of the Portfolio’s 

assets are invested in equity securities, primarily common stocks, of 

small-cap companies with market capitalizations within the range of 

the companies included in the Russell 2000 Index. The portfolio 

manager looks for companies that are undervalued relative to their 

earnings, cash flow, asset values or other measures of value. The 

Portfolio may also invest up to 20% of its assets in equity securities 

of larger U.S. companies. The Portfolio occasionally invests in foreign securities. There are no stated limits for investments in foreign 

securities.

Templeton Global Asset Allocation Fund—seeks high total return. The 

Fund invests in equity securities of companies in any country, debt 

securities of companies and governments of any country, and money 

market securities. There is no minimum or maximum percentage targets for each asset class. Under normal conditions, the Fund invests 

substantially to primarily in equity securities. The Fund’s debt investments generally focus on investment grade securities. The Fund may 

also purchase high yield debt securities.

Loomis Sayles Global Markets Portfolio—seeks high total return 

through a combination of capital appreciation and income. The Portfolio invests primarily in equity and fixed income securities of U.S. 

and foreign issuers including issuers located in emerging markets. 

The adviser allocates investment among foreign and domestic equities and fixed income securities. In determining equity investments, 

the adviser looks for companies with the potential for superior earnings growth relative to current value. In purchasing debt securities, 

the adviser looks for securities believed to be undervalued and to 

have the potential for credit upgrades. The Portfolio may purchase 

high yield debt securities. The Portfolio may engage in foreign currency hedging transactions and options and futures transactions. 

Putnam VT International Equity Fund—seeks capital appreciation. The 

Fund invests under normal circumstances, at least 80% of its assets 

in equity securities, mainly common stocks of companies outside the 

U.S. that are believed to be undervalued. The Fund invests mainly in 

mid sized and large companies, but may invest in companies of any 

size. The Fund may invest in emerging market companies. The Fund 

may engage in a variety of transactions involving derivatives, such 

as futures, options, warrants and swap contracts.

MFS Research International Portfolio—seeks capital appreciation. The 

Portfolio invests at least 65% of its assets in common stocks and related securities, such as preferred stocks, convertible securities and 

depository receipts. The Portfolio focuses on companies (including 

up to 25% of its assets in emerging market issuers) that are believed 

to have favorable growth prospects and attractive valuations based 

on current and expected earnings or cash flow. The Portfolio may invest in companies of any size. The Portfolio will invest in at least five 

countries. Although not a principal strategy, the Portfolio may engage 

in options, futures and foreign currency transactions. 

DWS International VIP—seeks long-term growth of capital primarily 

through diversified holdings of marketable foreign equity investments. 

Although the Portfolio can invest in companies of any size and from 

any country (other than the U.S.), it invests mainly in common stocks 

of established companies in countries with developed economies. Investments in emerging market issuers are limited to 15% of assets. 

The portfolio manager looks for companies with a history of aboveaverage growth, strong competitive positioning, attractive prices relative to potential growth, sound financial strength and effective management, among other factors. The Portfolio may, but is not required 

to use derivatives.

DWS International Select Equity VIP—seeks capital appreciation. 

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

net assets in equity securities and other securities with equity characteristics. Under normal market conditions, the Portfolio invests in 

securities of issuers with a minimum market capitalization of $500 

million. The Portfolio primarily invests in the countries that make up 

the MSCI EAFE Index. At least 50% of the Portfolio’s assets will be 

invested in securities that are represented in the MSCI EAFE Index. 

However, the Portfolio may invest up to 50% of its net assets in nonindex securities in companies located in the countries that make up 

the Index. The Portfolio manager looks for companies with high and 

sustainable return on capital and long-term prospects for growth. Although not one of its principal investment strategies, the Portfolio is 

permitted to use various types of derivatives. In particular, the Portfolio may use futures, currency options and forward currency transactions.


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Existing Fund Replacement Fund 

Credit Suisse Emerging Markets Portfolio—seeks long-term growth of 

capital. The Portfolio invests at least 80% of its assets in foreign equity securities focusing on issuers in emerging markets. The Portfolio 

analyzes a company’s growth potential in choosing investments. The 

Portfolio may invest up to 20% of its assets in investment grade debt 

securities and non-market grade debt securities and up to 25% of its 

assets in options.

MFS Emerging Markets Equity Portfolio—seeks capital appreciation. 

The Portfolio invests at least 80% of its assets in common stocks 

and related securities, such as preferred stocks, convertible securities and depositary receipts of emerging market issuers. While the 

Portfolio may invest up to 50% of its assets in issuers located in a 

single country, the Portfolio expects to have no more than 25% of its 

assets invested in issuers located in any one country. While not a 

principal strategy, the Portfolio may invest in options and futures, foreign currency transactions and foreign debt securities, including high 

yield debt securities. 

Emerging Markets Equity Portfolio—seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of 

issuers in emerging market countries. At least 80% of the Portfolio’s 

assets will be invested in equity securities of emerging market 

issuers. The Portfolio may invest in certain instruments such as derivatives, and may use certain techniques such as hedging to risk including currency risk.

AIM V.I. Capital Appreciation Fund—seeks growth of capital. The Fund 

invests principally in common stocks of domestic and foreign companies that are believed likely to benefit from new or innovative products, services or processes as well as those that have experienced 

above-average, long-term growth in earnings and have excellent 

prospects for future growth. The Fund may purchase call options for 

hedging purposes and write covered call options on no more than 

20% of the value of its assets. The manager of the Portfolio also 

manages the Replacement Fund.

Met/AIM Capital Appreciation Portfolio—seeks capital appreciation. The 

Portfolio invests principally in common stocks of domestic and foreign companies that are believed likely to benefit from new or innovative products, services or processes, as well as those that have 

experienced above-average, long-term growth in earnings and have 

excellent prospects for future growth. The Portfolio may buy ‘‘growth’’

or ‘‘value’’ stocks. The Portfolio may invest in small, relative new or 

unseasoned companies. The Portfolio may purchase call options for 

hedging purposes and write covered call options or no more than 

20% of the value of its assets. 

AIM V.I. Core Equity Fund—seeks growth of capital. The Fund invests 

at least 80% of its assets in equity securities including convertible 

securities of established companies believed to have long-term 

above-average growth in earnings and growth companies believed to 

have the potential for above-average growth in earnings. The Fund 

may invest in instruments that have economic characteristics similar 

to the Fund’s direct investments such as warrants, futures, options, 

exchange-traded funds and American Depositary Receipts. The Fund 

may invest up to 25% of its assets in foreign securities.

Capital Guardian U.S. Equity Portfolio—seeks long-term growth of capital. The Portfolio invests at least 80% of its assets in equity securities of companies with market capitalizations greater than $1 billion 

at the time of investment. The Portfolio may also invest in fixed income securities convertible into equity securities. The Portfolio may 

invest up to 15% of its assets in foreign securities, including securities of issuers in emerging markets. The Portfolio’s adviser seeks 

companies with asset values believed to be understated, strong balance sheets and stock prices not considered excessive relative to 

book value. 

MFS Investors Trust Series—seeks mainly to provide long-term growth 

of capital and secondarily reasonable current income. The Series invests at least 65% of its assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary 

receipts. While the Series may invest in companies of any size, it 

generally focuses on companies with large market capitalization believed to have sustainable growth prospects and attractive valuations 

based on annual and expected earnings and cash flow. The Series 

may invest in foreign equity securities.


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Existing Fund Replacement Fund 

PIMCO Real Return Portfolio—seeks maximum real return consistent 

with preservation of real capital and prudent investment management. The Portfolio invests at least 80% of its assets in inflation-indexed bonds of varying maturities issued by U.S. and non-U.S. governments, their agencies or government-sponsored enterprises and 

corporations. The average portfolio duration normally varies within 

three years (plus or minus) of the duration of the Lehman Brothers 

U.S. TIPS Index. The Portfolio may invest up to 10% of its assets in 

junk bonds rated B or higher. The Portfolio may invest up to 30% of 

its total assets in securities denominated in foreign currencies and 

may invest without limit in U.S. dollar denominated securities of foreign issuers. The Portfolio will normally hedge at least 75% of its exposure to foreign currency to reduce risk. The Portfolio is non-diversified. The Portfolio may invest all of its assets in derivative instruments such as options, futures contracts or swap agreements, or in 

mortgage-or-asset-backed securities. The manager of the Portfolio 

also manages the Replacement Fund.

PIMCO Inflation Protected Bond Portfolio—seeks maximum real return, 

consistent with presentation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by 

investing under normal circumstances at least 80% of its net assets 

in inflation-indexed bonds of varying maturities issued by the U.S. 

and non-U.S. governments, their agencies or instrumentalities, and 

corporations (either through cash market purchases, forward commitments or derivative instruments). The average portfolio duration of 

the Portfolio normally will vary within (plus or minus) three years of 

the duration of the Lehman Global Real: U.S. TIPS Index. Principal 

investments may include inflation-indexed bonds and other fixed income securities issued by the U.S. government or its subdivisions, 

agencies or government-sponsored enterprises, non-U.S. governments or their subdivisions, agencies or government-sponsored enterprises, and U.S. and foreign companies including mortgage-related securities; money market instruments; structured notes such as 

hybrid or ‘‘indexed’’ securities, event-linked bonds, and loan participations; delayed funding loans; revolving credit facilities; debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises; and obligations of international agencies or supranational entities. The Portfolio 

also may invest up to 30% of its assets in securities denominated in 

foreign currencies, and may invest up to 30% of its assets in securities denominated in foreign currencies, and may invest beyond this 

limit in U.S. dollar denominated securities of foreign issuers. The 

Portfolio will normally hedge at least 75% of its exposure to foreign 

currency to reduce the risk of loss due to fluctuations in currency exchange rates. The Portfolio is non-diversified. The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts or swap agreements, or in mortgage-or asset-backed 

securities. 

Delaware VIP REIT Series—seeks maximum long-term total return, 

and a secondary objective of capital appreciation. The Series is nondiversified. Under normal circumstances the Series will invest at least 

80% of its net assets in securities of real estate investment trusts. 

The Series may also invest in the equity securities of real estate industry operating companies. The Series may invest up to 10% of its 

net assets in foreign securities, not including American Depositary 

Receipts. The Series may also invest in convertible securities, debt 

and non-traditional equity securities, options and futures; repurchase 

agreements; restricted securities; illiquid securities; and when issued 

or delayed delivery securities.

Neuberger Berman Real Estate Portfolio—seeks total return through investment in real estate securities, emphasizing both capital appreciation and current income. The Portfolio is non-diversified. The Portfolio invests, normally, at least 80% of its assets in equity securities 

of real estate investment trusts and other securities issued by real 

estate companies. The Portfolio may invest up to 20% of its assets 

in investment grade or non-investment grade (minimum rating of B) 

debt securities. 

DWS RREEF Real Estate Securities VIP—seeks long-term capital appreciation and current income. Under normal circumstances, the 

portfolio invests at least 80% of its assets in equity securities (including preferred stocks and convertible securities) of real estate investment trusts (‘‘REITs’’) and real estate companies with the potential 

for price appreciation and a record of paying dividends. The Portfolio 

is non-diversified. When deemed prudent, the Portfolio may invest a 

portion of its assets in short-term securities, bonds, notes, equity securities of non-real estate companies and non-leveraged stock index 

contracts. Derivatives may only be used for hedging purposes.

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

and current income. The Portfolio normally invests in common 

stocks. It will normally invest up to 75% of its assets in equity securities selected for their growth potential and at least 25% of its assets 

in securities the portfolio manager believes have income potential. 

The Portfolio may invest significantly in foreign securities. The Portfolio will limit its investments in high-yield/high-risk bonds to less than 

35% of its net assets. The Portfolio may also invest in the following 

securities: Indexed/structured securities; options; futures; swap 

agreements; participatory notes and other types of derivatives; short 

sales ‘‘against the box’’; and securities purchased on a when-issued, 

delayed delivery or forward commitment basis.

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

capital and, secondarily, dividend income. Normally, the Portfolio invests at least 80% 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). As of January 31, 

2007, the market capitalization range of the Index was $1.19 billion 

to $448.33 billion. The investment adviser seeks companies that 

have the ability to pay increasing dividends through strong cash flow. 

The Portfolio may also purchase other securities, including foreign 

stocks, hybrid securities and futures and options, in keeping with the 

Portfolio’s investment objective. Historically, the Portfolio has not invested in derivatives. The Portfolio may invest up to 30% of its assets in foreign securities, excluding American Depositary Receipts. 


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Existing Fund Replacement Fund 

DWS Janus Growth & Income VIP—seeks long term capital growth 

and current income. The Portfolio normally emphasizes investments 

in equity securities. It may invest up to 75% of its total assets in equity securities selected primarily for their growth potential and at least 

25% of its total assets in securities the portfolio manager believes 

have income potential. The Portfolio may invest substantially all of its 

assets in equity securities if the portfolio manager believes that equity securities have the potential to appreciate in value. The Portfolio 

may invest without limit in foreign securities. The Portfolio is permitted, but not required, to use various types of derivatives in circumstances where the managers believe they offer an economical 

means of gaining exposure to a particular asset class or to keep 

cash on hand to meet shareholder redemptions or other needs while 

maintaining exposure to the market.

Janus Balanced Portfolio—seeks long-term capital growth, consistent 

with preservation of capital and balanced by current income. The 

Portfolio normally invests 50–60% of its assets in equity securities of 

any market capitalization companies selected primarily for their 

growth potential, these include common stocks, preferred stocks, 

convertible securities, or other securities selected for their growth potential. The Portfolio also invests 40–50% of its assets in securities 

selected primarily for their income potential, which primarily will include fixed-income securities. The Portfolio normally invests at least 

25% of its assets in fixed-income senior securities. The Portfolio will 

limit its investments in high-yield/high-risk bonds to less than 35% of 

its net assets. There are no limits on the countries in which the Portfolio may invest and the Portfolio may at times have significant foreign exposure. Other types of investments that the Portfolio may invest its assets in include: indexed/structured securities; options; futures; forwards; swap agreements; participatory notes; short sales 

‘‘against the box;’’ and when issued, delayed delivery or forward 

commitment securities.

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

investment in a diversified portfolio. The Portfolio normally invests at 

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

stocks and related securities such as preferred stocks, and bonds, 

warrants or rights convertible into stock. The Portfolio may also invest in depositary receipts for such equity securities. At least 25% of 

the Portfolio’s net assets are normally invested in non-convertible 

fixed-income securities and up to 20% of its net assets may be in 

non-investment grade debt securities. However, historically, the Portfolio does not invest a significant portion of its assets in non-investment grade debt securities. The Portfolio may invest up to 20% of its 

net assets in foreign securities and may have exposure to foreign 

currencies through its investments in these securities. The Portfolio 

focuses on undervalued equity securities issued by companies with 

large market capitalizations ($5 billion or more). 

DWS Small Cap Index VIP—seeks to replicate, as closely as possible, 

before deduction of expenses, the performance of the Russell 2000 

Index. The Portfolio invests for capital appreciation, net income; any 

dividend and interest income is incidental to the pursuit of its objective. The Portfolio invests primarily in the securities included in the 

Russell 2000 Index and derivative instruments relating to the Index. 

The portfolio manager uses quantitative analysis techniques to structure the Portfolio to obtain a high correlation to the Russell 2000 

Index. The Portfolio invests in a statistically selected sample of the 

securities found in the Index. The Portfolio seeks a correlation between the performance of the Portfolio, before expenses, and the 

Russell 2000 Index of 98% or better.

Russell 2000 Index Portfolio—seeks to equal the return of the Russell 

2000 Index. The Portfolio invests its assets in a statistically selected 

sample of the 2000 stocks included in the Index. In addition to the 

securities of the type contained in the Index, the Portfolio also expects to invest in exchange traded funds and futures contracts based 

on the Russell 2000 Index and/or related options to simulate full investment in the Index while retaining liquidity, or to facilitate trading, 

reduce transaction costs or to seek higher return when these derivatives are more attractively priced than the underlying security. The 

investment adviser attempts to maintain a target correlation coefficient of at least 95% for the Portfolio. 

DWS Bond VIP—seeks to maximize total return consistent with preservation of capital and prudent investment management by investing 

for both current income and capital appreciation. The Portfolio primarily invests in U.S. dollar-denominated investment grade fixed income securities, including corporate bonds, U.S. government and 

agency bonds and mortgage- and asset-backed securities. A significant portion of the Portfolio’s assets may also be allocated among 

foreign investment grade fixed income securities, high yield bonds of 

U.S. and foreign issuers (including high yield bonds of issuers in 

countries with new or emerging securities markets), or, to maintain liquidity, in cash or money market instruments. The Portfolio normally 

invests at least 65% of total assets in high grade U.S. bonds (those 

considered to be in the top three grades of credit quality). The Portfolio may invest up to 25% of its total assets in foreign investment 

grade bonds (those considered to be in the top four grades of credit 

quality). In addition, the Portfolio may also invest up to 20% of total 

assets in securities of U.S. and foreign issuers that are below investment grade (rated as low as the sixth credit grade, i.e., grade B, including investments in U.S. dollar or foreign currency denominated 

bonds of issuers located in countries with new or emerging securities 

markets. In addition, the Portfolio is permitted, but not required, to 

use other various types of derivatives. Derivatives may be used for 

hedging and for risk management or for non-hedging purposes to 

seek to enhance potential gains.

BlackRock Bond Income Portfolio—seeks a competitive total return primarily from investing in fixed income securities. The Portfolio invests, 

under normal circumstances, at least 80% of its assets in fixed-income securities including investment grade fixed-income securities, 

U.S. government securities, mortgage-backed and asset-backed securities, corporate debt securities of U.S. and foreign issuers, and 

cash equivalents. The Portfolio may also invest in securities through 

Rule 144A and other private placement transactions. The Portfolio 

may invest up to 20% of its assets in high yield securities and up to 

20% of its assets in foreign securities (including up to 10% in emerging markets). No more than 30% of the Portfolio’s assets may be invested in a combination of high yield and foreign securities. In addition to bonds, the Portfolio’s high yield securities may include convertible bonds, convertible preferred tocks, warrants or other securities attached to bonds or other fixed-income securities. The Portfolio 

may also use derivatives to attempt to reduce interest rate or occurring risks or to adjust the Portfolio’s duration. 


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Existing Fund Replacement Fund 

DWS Core Fixed Income VIP—seeks high current income. The Portfolio invests for current income, not capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of its assets, 

determined at the time of purchase, in fixed income securities. Fixed 

income securities include those of the U.S. Treasury, as well as U.S. 

government agencies and instrumentalities, corporate, mortgagebacked and asset-backed securities, taxable municipal and tax-exempt municipal bonds and liquid Rule 144A securities. The Portfolio 

invests primarily in investment-grade fixed income securities rated 

within the top three credit rating categories. The Portfolio may invest 

up to 20% of its total assets in investment-grade fixed income securities rated within the fourth highest credit rating category. The Portfolio may invest up to 25% of its total assets in U.S. dollar-denominated securities of foreign issuers. Although not one of its principal 

investment strategies, the Portfolio may invest in certain types of derivatives.

DWS Mid Cap Growth VIP—seeks long-term capital growth. Under normal circumstances, the portfolio invests at least 80% of its net assets, determined at the time of purchase, in companies with market 

caps within the market capitalization range of the Russell Midcap 

Growth Index or securities with equity characteristics that provide exposure to those companies. It may also invest in convertible securities when it is more advantageous than investing in a company’s 

common stock. The Portfolio may invest up to 20% of its assets in 

stocks and securities of companies based outside the U.S. The Portfolio may use derivatives in circumstances where the managers believe they offer an economical means of gaining exposure to a particular asset class or to help meet shareholder redemptions or other 

needs while maintaining exposure to the market.

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

capital. Under normal circumstances, at least 80% of the Portfolio’s 

assets are invested in a diversified portfolio of common stocks of mid 

cap companies whose earnings are expected to grow at a faster rate 

than the average company. Mid-cap companies are those whose 

market capitalization falls within the range of either the S&P MidCap 

400 Index or the Russell Midcap Growth Index. While most of the 

Portfolio’s assets will be invested in U.S. common stocks, the Portfolio may also purchase foreign stocks, options and futures. The 

Portfolio may also use derivatives as a non-principal investment 

strategy. 

DWS Blue Chip VIP—seeks growth of capital and income. Under normal circumstances, the Portfolio invests at least 80% of net assets, 

in common stocks of large U.S. companies that are similar in size to 

the companies in the S&P 500 Index and that the portfolio managers 

consider to be ‘‘blue chip’’ companies. Blue chip companies are 

large, well-known companies that typically have an established earnings and dividends history, easy access to credit, solid positions in 

their industries and strong management. The Portfolio may invest up 

to 20% of its assets and foreign securities and is permitted, but not 

required to use various types of derivatives.

FI Value Leaders Portfolio—seeks long-term growth of capital. Normally, the Portfolio invests in common stocks of well known and established companies. The Portfolio may invest its assets in foreign 

securities and in futures contracts and exchange traded funds to increase or decrease exposure to changing security prices or other 

factors that affect security values. The Portfolio may invest in domestic and foreign companies without limit. Under normal market conditions, as a non-fundamental policy, the Portfolio will not purchase futures contracts or write put options if the Portfolio’s total obligations 

would exceed 25% of its total assets, as a result of the settlement or 

exercise of these derivatives. 

DWS High Income VIP—seeks to provide a high level of current income. Under normal circumstances, the Portfolio generally invests at 

least 65% of net assets in junk bonds, which are those rated below 

the fourth highest credit rating category (i.e., grade BB/Ba and 

below). The Portfolio may invest up to 50% of total assets in bonds 

denominated in U.S. dollars or foreign currencies from foreign 

issuers. Although not a principal investment strategy, the Portfolio is 

permitted, but not required to use various types of derivatives. In particular, the Portfolio may use futures, currency options and forward 

currency transactions.

BlackRock High Yield Portfolio—seeks to maximize total return consistent with income generation and prudent investment management. 

The Portfolio normally invests at least 80% of its assets in high yield 

bonds, including convertible and preferred securities. Portfolio may 

invest up to 10% of its assets in non-dollar denominated bonds of 

issuers located outside of the U.S. including issuers located in 

emerging markets. 

Portfolio may invest in a wide range of securities including corporate 

bonds, mezzanine investments, collateralized bond obligations, bank 

loans and mortgage-backed and asset-backed securities. Portfolio 

may invest in securities of any rating and may invest up to 10% of its 

assets in distressed securities that are in default or the issuers of 

which are in bankruptcy. Portfolio may also invest in derivatives and 

may use derivatives for leverage. 

DWS Money Market VIP—seeks to maintain stability capital and, consistent therewith, to maintain the liquidity of capital and to provide 

current income. The Portfolio invests exclusively in high quality U. S. 

dollar denominated short-term securities paying a fixed, variable or 

floating interest rate and repurchase agreements. The Portfolio seeks 

to maintain a dollar-weighted average maturity of 90 days or less. 

The Portfolio may purchase debt obligations issued by U.S. and foreign banks, financial institutions, corporations or other entities, U.S. 

government securities, repurchase agreements and asset-backed securities.

BlackRock Money Market Portfolio—seeks a high level of current income consistent with preservation of capital. The Portfolio invests in 

the highest quality, short-term money market securities or in U. S. 

Government securities. The Portfolio may invest in commercial 

paper, asset-backed securities and in U.S. dollar-denominated securities issued by foreign companies or banks or their U.S. affiliates. 


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Existing Fund Replacement Fund 

DWS Small Cap Growth VIP—seeks maximum appreciation of investors’ capital. Under normal circumstances, the Portfolio invests at 

least 80% of net assets in small capitalization stocks similar in size 

to those comprising the Russell 2000 Growth Index. The Portfolio intends to invest primarily in companies whose market capitalizations 

fall within the normal range of the Index. The investment adviser 

looks for companies believed to have the potential for sustainable 

above-average growth and whose market value appears reasonable 

in light of their business prospects. While the Portfolio invests mainly 

in U.S. stocks, it could invest up to 25% of total assets in foreign securities. The Portfolio is permitted, but no required, to use various 

types of derivatives. In particular, the Portfolio may use futures and 

options, including sales of covered put and call options.

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

growth. Under normal market conditions, invests at least 80% of the 

Portfolio’s net assets in a diversified group of small capitalization 

companies, within the range of or smaller than the market capitalization of the smallest 100 companies in the S&P 500 Index. The Portfolio will be very broadly diversified and the top 25 holdings will not 

constitute a large portion of assets. This broad diversification should 

minimize the effects of individual security selection on Portfolio performance. While most assets will be invested in U.S. common 

stocks, other securities may also be purchased for the Portfolio, including foreign stocks, futures and options, in keeping with its objective. The Portfolio may use derivatives to ‘‘hedge’’ or protect its assets from an unfavorable shift in securities prices or interest rates, to 

maintain exposure to the broad equity markets or to enhance return. 

The Portfolio may also use derivatives to attempt to avoid the risk of 

an unfavorable shift in currency rates. 

DWS Strategic Income VIP—seeks a high current return. The Portfolio 

invests mainly in bonds issued by U.S. and foreign corporations and 

governments. The credit quality of the Portfolio’s investments may 

vary; the Portfolio may invest up to 100% of total assets in either investment-grade bonds or in junk bonds, which are those below the 

fourth highest credit rating category (i.e., grade BB/Ba and below). 

The Portfolio may invest up to 50% of total assets in foreign bonds. 

The Portfolio may also invest in emerging markets securities and dividend-paying common stocks. Part of the Portfolio’s current investment strategy involves the use of various types of derivatives. In particular, the Portfolio may use futures, currency options and forward 

currency transactions.

Pioneer Strategic Income Portfolio—seeks a high level of current income. Under normal market conditions, invests at least 80% of its 

net assets in debt securities. The Portfolio has the flexibility to invest 

in a broad range of issuers and segments of the debt securities market including investment grade and below investment grade securities of U.S. and non-U.S. issuers. Up to 70% of the Portfolio’s total 

assets may be in junk bonds. Up to 20% of the Portfolio’s total assets may be invested in debt securities rated below CCC by Standard & Poor’s Corp. Up to 85% of the Portfolio’s total assets may be 

invested in emerging markets. The Portfolio may invest up to 20% of 

its assets in all types of equity securities. Although not a principal investment strategy, the Portfolio may invest in various types of derivatives. 

DWS Dreman High Return Equity VIP—seeks to achieve a high rate of 

total return. Under normal circumstances, the Portfolio invests at 

least 80% of net assets in common stocks and other equity securities. The Portfolio focuses on stocks of large U.S. companies that 

are similar in size to the companies in the S&P 500 Index and that 

the Portfolio managers believe are undervalued. The Portfolio intends to invest primarily in companies whose market capitalizations 

fall within the normal range of the Index. Although the Portfolio can 

invest in stocks of any economic sector, at times it may emphasize 

the financial services sector or other sectors (in fact, it may invest 

more than 25% of total assets in a single sector). The Portfolio may 

invest up to 20% of net assets in U.S. dollar-denominated American 

Depository Receipts and in securities of foreign companies traded 

principally in securities markets outside the U.S.

BlackRock Large Cap Value Portfolio—seeks long-term growth of capital. Under normal market conditions, invests at least 80% of the 

Portfolio’s net assets in a portfolio of large capitalization companies, 

which may include common and preferred stocks. BlackRock considers large capitalization companies to be those with market capitalizations within the capitalization range of companies included in the 

Russell 1000 Value Index, which is composed of value stocks in the 

Russell 1000 Index. The Portfolio may invest up to 20% of its assets 

in smaller capitalization stocks. The Portfolio may also invest in foreign securities without limit. 

DWS Davis Venture Value VIP—The Portfolio seeks growth of capital. 

The Portfolio invests primarily in common stock of U.S. companies 

with market capitalizations of at least $5 billion. The Portfolio may 

also invest in foreign companies and U.S. companies with smaller 

market capitalizations. The Portfolio is permitted, but not required, to 

use various types of derivatives. The Portfolio does not concentrate 

in any industry but may have exposure to a given industry or sector. 

The manager of the Portfolio also manages the Replacement Fund.

Davis Venture Value Portfolio—The Portfolio seeks growth of capital. 

The Portfolio invests, under normal circumstances, the majority of 

the Portfolio’s assets primarily in equity securities of companies with 

market capitalizations of at least $10 billion. The Portfolio typically invests a significant portion of its assets in the financial services sector. The Portfolio may also invest a limited portion of its assets in foreign securities, including American Depositary Receipts, in companies of any size, and in companies whose shares may be subject to 

controversy. 

DWS Turner Mid Cap Growth VIP—seeks capital appreciation. The 

Portfolio pursues its objective by investing in common stocks and 

other equity securities of U.S. companies with medium market capitalizations that the portfolio managers believe have strong earnings 

growth potential. Under normal circumstances, at least 80% of the 

Portfolio’s net assets will be invested in stocks of mid-cap companies, which are defined for this purpose as companies with market 

capitalizations at the time of purchase in the range of market capitalizations of those companies included in the Russell Midcap Growth 

Index. The Portfolio will invest in securities of companies that are diversified across economic sectors, and will attempt to maintain sector concentrations that approximate those of the Index. The manager 

of the Portfolio also manages the Replacement Fund.

Turner Mid-Cap Growth Portfolio—seeks capital appreciation. The Portfolio invests at least 80% of its net assets in common stocks and 

other equity securities of U.S. companies with median market capitalization that the Portfolio’s adviser believes have strong earnings 

growth potential. Median market capitalization companies are defined 

for this purpose as companies with market capitalization at the time 

of purchase in the range of market capitalizations of companies included in the Russell Midcap Growth Index. The Portfolio will invest 

in securities of companies that are diversified across economic sectors, and will attempt to maintain sector concentrations that approximate those of the Index. 


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Existing Fund Replacement Fund 

DWS Large Cap Value VIP—seeks to achieve a high rate of total return. Under normal circumstances, the Portfolio invests at least 80% 

of net assets in common stocks and other equity securities, of large 

U.S. companies that are similar in size to the companies in the Russell 1000 Value Index and that the portfolio managers believe are 

undervalued. The Portfolio intends to invest primarily in companies 

whose market capitalizations fall within the normal range of the 

Index. Although the Portfolio can invest in stocks of any economic 

sector (which is comprised of two or more industries), at times it may 

emphasize the financial services sector or other sectors. In fact, it 

may invest more than 25% of total assets in a single sector. The 

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

is permitted, but not required to use various types of derivatives.

MFS Value Portfolio—seeks capital appreciation and reasonable income. The Portfolio normally invests at least 65% of its net assets in 

equity securities of companies that the adviser believes are undervalued in the market relative to their long term potential. While the 

Portfolio may invest in companies of any size, the Portfolio generally 

focuses on undervalued companies with large market capitalizations. 

The Portfolio may invest up to 35% of its assets in foreign securities. 

12. The management fees, 12b–1 fees 

(if applicable), other expenses and total 

operating expenses for each Existing 

and Replacement Fund are as follows: 

Management 

fees 

(percent) 

Distribution 

(12b–1) fees 

(percent) 

Other 

expenses 

(percent) 

Total annual 

expenses 

(percent) 

Expense 

waivers 

(percent) 

Net annual 

expenses 

(percent) 

Replacement Fund: 

• MetLife Stock Index Portfolio, Class A ............................. 0 .25 N/A 0.05 0 .30 0.01 0.29 

• MetLife Stock Index Portfolio, Class B ............................. 0 .25 0.25 (0.50)* 0.05 0 .55 (0.01) 0.54 

Existing Funds: 

• Dreyfus Stock Index Fund, Initial Class ............................ 0 .245 N/A 0.02 0 .265 N/A 0.265 

• DWS Equity 500 Index VIP, Class B2 .............................. 0 .19 0.25 0.23 0 .67 (0.04) 0.63 

Replacement Fund: 

• BlackRock Diversified Portfolio, Class A .......................... 0 .44 N/A 0.07 0 .51 N/A 0.51 

• BlackRock Diversified Portfolio, Class B .......................... 0 .44 0.25 (0.50)* 0.07 0 .76 N/A 0.76 

Existing Funds: 

• VIP Asset Manager Portfolio, Initial Class ........................ 0 .52 N/A 0.13 0 .65 N/A 0.65 

• DWS Balanced VIP, Class B ............................................ 0 .46 0.25 0.22 0 .93 (0.04) 0.89 

Replacement Fund: 

• Lord Abbett Mid-Cap Value Portfolio, Class B ................. 0 .68 0.25 (0.50)* 0.07 1 .00 N/A 1.00 

Existing Funds: 

• Lord Abbett Series Fund Mid-Cap Value Portfolio, Class 

VC ..................................................................................... 0 .74 N/A 0.38 1 .12 N/A 1.12 

Replacement Fund: 

• Lord Abbett Growth and Income Portfolio, Class B ......... 0 .50 0.25 (0.50)* 0.03 0 .78 N/A 0.78 

Existing Funds: 

• Lord Abbett Series Fund Growth and Income Portfolio, 

Class VC ........................................................................... 0 .48 N/A 0.39 0 .87 N/A 0.87 

• DWS Growth & Income Portfolio, Class B ....................... 0 .48 0.25 0.17 0 .90 (0.03) 0.87 

Replacement Fund: 

• Oppenheimer Global Equity Portfolio, Class A ................. 0 .53 N/A 0.09 0 .62 N/A 0.62 

Existing Fund: 

• Global Value Equity Portfolio, Class I ............................... 0 .67 N/A 0.38 1 .05 N/A 1.05 

Replacement Fund: 

• Neuberger Berman Mid Cap Value Portfolio, Class A ..... 0 .65 N/A 0.06 0 .71 N/A 0.71 

Existing Fund: 

• U.S. Mid-Cap Value Portfolio, Class I .............................. 0 .72 N/A 0.29 1 .01 N/A 1.01 

Replacement Fund: 

• Third Avenue Small Cap Value Portfolio, Class B ........... 0 .74 0.25 (0.50)* 0.04 1 .03 N/A 1.03 

Existing Funds: 

• Putnam VT Small Cap Value Fund, Class 1B .................. 0 .76 0.25 0.09 1 .10 N/A 1.10 

• Lazard Retirement Small Cap Portfolio, Class B ............. 0 .75 0.25 0.18 1 .18 N/A 1.18 

Replacement Fund: 

• Loomis Sayles Global Markets Portfolio, Class A ............ 0 .70 N/A 0.12 0 .82 N/A 0.82 

• Loomis Sayles Global Markets Portfolio, Class B ............ 0 .70 0.25 (0.50)* 0.15 1 .10 N/A 1.10 

Existing Fund: 

• Templeton Global Asset Allocation Fund, Class 1 ........... 0 .63 N/A 0.23 0 .86 0.01 0.85 

• Templeton Global Asset Allocation Fund, Class 2 ........... 0 .63 0.25 0.23 1 .11 0.01 1.10 

Replacement Fund: 

• MFS Research International Portfolio, Class B ................ 0 .72 0.25 (0.50)* 0.14 1 .11 N/A 1.11 

Existing Funds: 

• Putnam VT International Equity Fund, Class IB ............... 0 .74 0.25 0.19 1 .18 N/A 1.18 

• DWS International VIP, Class B ....................................... 0 .84 0.25 0.27 1 .36 (0.02) 1.34 

• DWS International Select Equity VIP, Class B ................. 0 .75 0.25 0.26 1 .26 N/A 1.26 

Replacement Fund: 

• MFS Emerging Markets Equity Portfolio, Class A ............ 1 .04 N/A 0.29 1 .33 0.03 1.30 

Existing Funds: 


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18302 Federal Register / Vol. 72, No. 69 / Wednesday, April 11, 2007 / Notices 

Management 

fees 

(percent) 

Distribution 

(12b–1) fees 

(percent) 

Other 

expenses 

(percent) 

Total annual 

expenses 

(percent) 

Expense 

waivers 

(percent) 

Net annual 

expenses 

(percent) 

• Credit Suisse Emerging Markets Portfolio ........................ 1 .24 N/A 0.35 1 .59 0.23 1.36 

• Emerging Markets Equity Portfolio, Class 1 ..................... 1 .23 N/A 0.40 1 .63 0.01 1.62 

Replacement Fund: 

• Met/AIM Capital Appreciation Portfolio, Class A .............. 0 .77 N/A 0.09 0 .86 0.02 0.84 

• Met/AIM Capital Appreciation Portfolio, Class E .............. 0 .77 0.15 (0.25)* 0.09 1 .01 0.02 0.99 

Existing Fund: 

• AIM V.I. Capital Appreciation Fund, Series I .................... 0 .61 N/A 0.30 0 .91 N/A 0.91 

• AIM V.I. Capital Appreciation Fund, Series II ................... 0 .61 0.25 0.30 1 .16 N/A 1.16 

Replacement Fund: 

• Capital Guardian U.S. Equity Portfolio, Class A ............... 0 .66 N/A 0.06 0 .72 N/A 0.72 

Existing Fund: 

• AIM V.I. Core Equity Fund, Series 1 ................................ 0 .61 N/A 0.30 0 .91 N/A 0.91 

• AIM V.I. Core Equity Fund, Series II ................................ 0 .61 0.25 0.30 1 .16 N/A 1.16 

Replacement Fund: 

• PIMCO Inflation Protected Bond Portfolio, Class A ......... 0 .50 N/A 0.05 0 .55 N/A 0.55 

Existing Fund: 

• PIMCO Real Return Portfolio, Administrative Class ......... 0 .25 0.15 0.25 0 .65 N/A 0.65 

Replacement Fund: 

• Neuberger Berman Real Estate Portfolio, Class A .......... 0 .64 N/A 0.04 0 .68 N/A 0.68 

• Neuberger Berman Real Estate Portfolio, Class B .......... 0 .64 0.25 (0.50)* 0.04 0 .93 N/A 0.93 

Existing Funds: 

• Delaware VIP REIT Series, Standard ............................... 0 .73 N/A 0.10 0 .83 N/A 0.83 

• DWS RREEF Real Estate Securities VIP, Class B .......... 1 .00 0.25 0.43 1 .68 (0.26) 1.42 

Replacement Fund: 

• Capital Guardian U.S. Equity, Class B ............................. 0 .66 0.25 (0.50)* 0.06 0 .97 N/A 0.97 

Existing Funds: 

• MFS Investors Trust Series, Service Class ...................... 0 .75 0.25 0.11 1 .11 N/A 1.11 

• AIM V.I. Core Equity Fund, Series 1 ................................ 0 .61 N/A 0.30 0 .91 N/A 0.91 

• AIM V.I. Core Equity Fund, Series II ................................ 0 .61 0.25 0.30 1 .16 N/A 1.16 

Replacement Fund: 

• T. Rowe Price Large Cap Growth Portfolio, Class A ....... 0 .60 N/A 0.08 0 .68 (0.02) 0.66 

• T. Rowe Price Large Cap Growth Portfolio, Class B ....... 0 .60 0.25 (0.50)* 0.08 0 .93 (0.02) 0.91 

Existing Funds: 

• Janus Growth and Income Portfolio, Institutional ............. 0 .62 N/A 0.25 0 .87 N/A 0.87 

• DWS Janus Growth & Income VIP, Class B .................... 0 .75 0.25 0.24 1 .24 N/A 1.24 

Replacement Fund: 

• MFS Total Return Portfolio, Class A ................................ 0 .53 N/A 0.05 0 .58 N/A 0.58 

Existing Fund: 

• Janus Balanced Portfolio, Institutional .............................. 0 .55 N/A 0.03 0 .58 N/A 0.58 

Replacement Fund: 

• Russell 2000 Index Portfolio, Class A .............................. 0 .25 N/A 0.11 0 .36 (0.01) 0.35 

Existing Fund: 

• DWS Small Cap Index VIP, Class A ................................ 0 .45 N/A 0.05 0 .50 (0.02) 0.48 

Replacement Fund: 

• BlackRock Bond Income Portfolio, Class B ...................... 0 .39 0.25 (0.50)* 0.07 0 .71 (0.01) 0.70 

Existing Funds: 

• DWS Bond VIP, Class B ................................................... 0 .49 0.25 0.30 1 .04 (0.01) 1.03 

• DWS Core Fixed Income VIP, Class B ............................ 0 .59 0.25 0.22 1 .06 N/A 1.06 

Replacement Fund: 

• T. Rowe Price Mid-Cap Growth Portfolio, Class B ........... 0 .75 0.25 (0.50)* 0.03 1 .03 (0.01) 1.02 

Existing Fund: 

• DWS Mid Cap Growth VIP, Class B ................................. 0 .75 0.25 0.42 1 .42 (0.08) 1.34 

Replacement Fund: 

• FI Value Leaders Portfolio, Class B ................................. 0 .64 0.25 (0.50)* 0.07 0 .96 N/A 0.96 

Existing Fund: 

• DWS Blue Chip VIP, Class B ........................................... 0 .64 0.25 0.19 1 .08 N/A 1.08 

Replacement Fund: 

• BlackRock High Yield Portfolio, Class B .......................... 0 .60 0.25 (0.50)* 0.32 1 .17 N/A 1.17 

Existing Fund: 

• DWS High Income VIP, Class B ....................................... 0 .59 0.25 0.26 1 .10 N/A 1.10 

Replacement Fund: 

• BlackRock Money Market Portfolio, Class B .................... 0 .34 0.25 (0.50)* 0.04 0 .63 (0.01) 0.62 

Existing Fund: 

• DWS Money Market VIP, Class B .................................... 0 .39 0.25 0.17 0 .81 N/A 0.81 

Replacement Fund: 

• T. Rowe Price Small Cap Growth Portfolio, Class A ....... 0 .51 N/A 0.07 0 .58 (0.01) 0.57 

• T. Rowe Price Small Cap Growth Portfolio, Class B ....... 0 .51 0.25 (0.50)* 0.07 0 .83 (0.01) 0.82 

Existing Fund: 

• DWS Small Cap Growth VIP, Class A ............................. 0 .65 N/A 0.08 0 .73 (0.01) 0.72 

• DWS Small Cap Growth VIP, Class B ............................. 0 .65 0.25 0.22 1 .12 (0.03) 1.09 

Replacement Fund: 


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Management 

fees 

(percent) 

Distribution 

(12b–1) fees 

(percent) 

Other 

expenses 

(percent) 

Total annual 

expenses 

(percent) 

Expense 

waivers 

(percent) 

Net annual 

expenses 

(percent) 

• Pioneer Strategic Income Portfolio, Class E .................... 0 .70 0.15 (0.25)* 0.12 0 .97 N/A 0.97 

Existing Fund: 

• DWS Strategic Income VIP, Class B ................................ 0 .65 0.25 0.34 1 .24 N/A 1.24 

Replacement Fund: 

• BlackRock Large Cap Value Portfolio, Class B ................ 0 .70 0.25 (0.50)* 0.11 1 .06 N/A 1.06 

Existing Fund: 

• DWS Dreman High Return Equity VIP, Class B .............. 0 .73 0.25 0.13 1 .11 N/A 1.11 

Replacement Fund: 

• Davis Venture Value Portfolio, Class B ............................ 0 .71 0.25 (0.50)* 0.04 1 .00 N/A 1.00 

Existing Fund: 

• DWS Davis Venture Value VIP, Class B .......................... 0 .94 0.25 0.21 1 .40 (0.14) 1.26 

Replacement Fund: 

• Turner Mid-Cap Growth Portfolio, Class B ....................... 0 .80 0.25 (0.50)* 0.08 1 .13 N/A 1.13 

Existing Fund: 

• DWS Turner Mid Cap Growth VIP, Class B ..................... 0 .80 0.25 0.32 1 .37 N/A 1.37 

Replacement Fund: 

• MFS Value Portfolio, Class E ........................................... 0 .73 0.15 (0.25)* 0.23 1 .11 N/A 1.11 

Existing Fund: 

• DWS Large Cap Value VIP, Class B ................................ 0 .74 0.25 0.21 1 .20 N/A 1.20 

* Trustees can increase 12b–1 fee to this amount without stockholder approval. 

13. MetLife Advisers, LLC or Met 

Investors Advisory, LLC is the adviser of 

each of the Replacement Funds. Each 

Replacement Fund currently offers up to 

five classes of shares, three of which, 

Class A, Class B and Class E are 

involved in the substitutions. No Rule 

12b–1 Plan has been adopted for any 

Replacement Fund’s Class A shares. 

Each Replacement Fund’s Class B shares 

and Class E shares have adopted a Rule 

12b–1 distribution plan whereby up to 

0.50% and 0.25% of a Fund’s assets 

attributable to its Class B shares and 

Class E shares, respectively, may be 

used to finance the distribution of the 

Fund’s shares. Currently, payments 

under the plan are limited to 0.25% for 

Class B shares and 0.15% for Class E 

shares. The Boards of Trustees/Directors 

of each of MIST and Met Series Fund 

may increase payments under its plans 

to the full amount without shareholder 

approval. 

14. Met Investors Advisory, LLC has 

entered into an agreement with MIST 

whereby, for the period ended April 30, 

2008, and any subsequent year in which 

the agreement is in effect, the total 

annual operating expenses of the 

following Replacement Funds 

(excluding interest, taxes, brokerage 

commissions and Rule 12b–1 fees) will 

not exceed the amounts stated. These 

expense caps may be extended by the 

investment adviser from year to year: 

Third Avenue Small Cap Value 

Portfolio: 0.95% 

Neuberger Berman Real Estate Portfolio: 

0.90% 

MFS Research International Portfolio: 

1.00% 

T. Rowe Price Mid-Cap Growth 

Portfolio: 0.90% 

BlackRock High Yield Portfolio: 0.95% 

Pioneer Strategic Income Portfolio: 

1.25% 

Turner Mid Cap Growth Portfolio: 

0.95% 

Loomis Sayles Global Markets Portfolio: 

0.90% 

MFS Emerging Markets Equity Portfolio: 

1.30% 

PIMCO Inflation Protected Bond 

Portfolio: 0.65% 

MFS Value Portfolio: 1.00% 

Met/Aim Capital Appreciation Portfolio: 

1.25% 

15. There is no expense limitation 

agreement or contractual waiver 

agreement with respect to Lord Abbett 

Growth and Income Portfolio, Lord 

Abbett Mid-Cap Value Portfolio, MFS 

Total Return Portfolio, Oppenheimer 

Global Equity Portfolio, BlackRock Bond 

Income Portfolio, FI Value Leaders 

Portfolio, T. Rowe Price Small Cap 

Growth Portfolio, BlackRock Diversified 

Portfolio, BlackRock Large Cap Value 

Portfolio, Davis Venture Value Portfolio, 

Neuberger Berman Mid Cap Portfolio, or 

Capital Guardian U.S. Equity Portfolio. 

16. The Applicants believe the 

substitutions will provide significant 

benefits to Contract owners, including 

improved selection of portfolio 

managers and simplification of fund 

offerings through the elimination of 

overlapping offerings. Based on 

generally better performance records 

and generally lower total expenses of 

the Replacement Funds, the 

Substitution Applicants believe that the 

sub-advisers to the Replacement Funds 

overall are better positioned to provide 

consistent above-average performance 

for their Funds than are the advisers or 

sub-advisers of the Existing Funds. At 

the same time, Contract owners will 

continue to be able to select among a 

large number of funds, with a full range 

of investment objectives, investment 

strategies, and managers. As a result of 

the substitutions, the number of 

investment options under each Contract 

will not materially decrease. With 

respect to Contracts with thirty-one or 

less current investment options, such 

number of investment options will not 

change as a result of the substitutions. 

17. Applicants argue that many of the 

Existing Funds are smaller than their 

respective Replacement Funds. As a 

result, various costs such as legal, 

accounting, printing and trustee fees are 

spread over a larger base with each 

Contract owner bearing a smaller 

portion of the cost than would be the 

case if the Replacement Fund were 

smaller in size. 

18. Those substitutions which replace 

outside funds with funds for which 

either Met Investors Advisory, LLC or 

MetLife Advisers, LLC acts as 

investment adviser will permit each 

adviser, under the Multi-Manager Order 

[IC–22824 (1997) and IC–23859 (1999)], 

to hire, monitor and replace subadvisers as necessary to seek optimal 

performance. 

19. Contract owners with sub-account 

balances invested in shares of the 

Replacement Funds will, except as 

follows, have the same or lower total 

expense ratios taking into account fund 

expenses (including Rule 12b–1 fees, if 

any) and current fee waivers. In the 

following substitutions, the total 

operating expense ratios of the 

Replacement Funds are higher: Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio—total expenses of Class A 


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shares are 0.02% higher than those of 

Dreyfus Stock Index Fund; and DWS 

High Income VIP/BlackRock High Yield 

Portfolio—total expenses of Class B 

shares are 0.07% higher than those of 

DWS High Income VIP Equity Fund. 

20. In the following substitutions, the 

management fee and applicable Rule 

12b-1 fee, if any, of the Replacement 

Fund are higher than those of the 

respective Existing Fund: Dreyfus Stock 

Index Fund/MetLife Stock Index 

Portfolio—management fee is .005% 

higher; Lord Abbett Series Fund MidCap Value Portfolio/Lord Abbett MidCap Value Portfolio—management fee 

and 12b–1 fee are 0.19% higher; Lord 

Abbett Series Fund Growth and Income 

Portfolio/Lord Abbett Growth and 

Income Portfolio—management fee and 

12b–1 fee are 0.27% higher; Templeton 

Global Asset Allocation Fund/Loomis 

Sayles Global Markets Portfolio—

management fee is 0.07% higher; AIM 

V.I. Capital Appreciation Fund/Met/ 

AIM Capital Appreciation Portfolio—

management fee and 12b–1 fee for Class 

A and Class E shares of Met/AIM 

Capital Appreciation Portfolio are 

0.16% and 0.06% higher, respectively, 

than those of Series I and II shares of 

AIM V.I. Capital Appreciation Fund; 

AIM V.I. Core Equity Fund/Capital 

Guardian U.S. Equity Portfolio—

management fee for Class A and Class 

B shares is 0.05% higher than those of 

Series I and Series II shares of AIM V.I. 

Core Equity Fund; PIMCO Real Return 

Portfolio/PIMCO Inflation Protected 

Bond Portfolio—management fee and 

12b–1 fee are 0.10% higher; DWS Equity 

500 Index VIP/MetLife Stock Index 

Portfolio—management fee is 0.06% 

higher; DWS Growth & Income VIP/Lord 

Abbett Growth and Income Portfolio—

management fee is 0.02% higher; and 

DWS High Income VIP/BlackRock High 

Yield Portfolio—management fee is 

0.01% higher. 

21. In the following substitutions, at 

certain management fee breakpoints, the 

management fee of the Replacement 

Fund may be higher than the 

management fee of the Existing Fund: 

Putnam VT Small Cap Value Fund/ 

Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio. A description of the 

comparative management fees of the 

Replacement and Existing Funds, at all 

breakpoints, is set forth in the 

application. 

22. The Substitution Applicants 

propose to limit Contract charges 

attributable to Contract value invested 

in the Replacement Funds following the 

proposed substitutions to a rate that 

would offset the difference in the 

expense ratio between each Existing 

Fund’s net expense ratio and the net 

expense ratio for the respective 

Replacement Fund. 

23. Except for 2 of the 39 funds 

involved in the substitutions, the 

substitutions will result in the same or 

decreased net expense ratios (ranging 

from 3 basis points to 46 basis points). 

Moreover, there will be no increase in 

Contract fees and expenses, including 

mortality and expense risk fees and 

administration and distribution fees 

charged to the Separate Accounts as a 

result of the substitutions. The 

Substitution Applicants believe that the 

Replacement Funds have investment 

objectives, policies and risk profiles that 

are either substantially the same as, or 

sufficiently similar to, the 

corresponding Existing Funds to make 

those Replacement Funds appropriate 

candidates as substitutes. 

24. As a result of the substitutions, 

neither Met Investors Advisory, LLC, 

MetLife Advisers, LLC nor any of their 

affiliates will receive increased amounts 

of compensation from the charges to the 

Separate Accounts related to the 

Contracts or from Rule 12b–1 fees or 

revenue sharing currently received from 

the investment advisers or distributors 

of the Existing Funds. 

25. The share classes of the Existing 

Funds and the Replacement Funds are 

identical with respect to the imposition 

of Rule 12b–1 fees currently imposed 

except as follows: Lord Abbett Series 

Fund Mid-Cap Value Portfolio—Class 

VC—0%/Lord Abbett Mid-Cap Value 

Portfolio—Class B—0.25%; Lord Abbett 

Series Fund Growth and Income 

Portfolio—Class VC—0%/Lord Abbett 

Growth and Income Portfolio—Class 

B—0.25%; AIM V.I. Capital 

Appreciation Fund/Met—Series II 

Shares—0.25%/AIM Capital 

Appreciation Portfolio—Class E—

0.15%; PIMCO Real Return Portfolio—

Administrative Class—0.15%/PIMCO 

Inflation Protected Bond Portfolio—

Class A—0%; DWS Strategic Income 

VIP—Class B—0.25%/Pioneer Strategic 

Income Portfolio—Class E—0.15%; and 

DWS Large Cap Value VIP—Class B—

0.25%/MFS Value Portfolio—Class E—

0.15%. 

26. While each Replacement Fund’s 

Class B and Class E Rule 12b–1 fees can 

be raised to 0.50% and 0.25%, 

respectively, of net assets by the 

Replacement Fund’s Board of Trustees/ 

Directors without shareholder approval, 

the 0.25% Rule 12b–1 fees of the 

Existing Funds’ shares cannot be raised 

by the Existing Fund’s Board of 

Trustees/Directors, without shareholder 

approval. 

27. The distributors of the Existing 

Funds pay to the Insurance Companies, 

or their affiliates, any 12b–1 fees 

associated with the class of shares sold 

to the Separate Accounts. Similarly, the 

distributors for MIST and Met Series 

Fund will receive from the applicable 

class of shares held by the Separate 

Accounts Rule 12b–1 fees in the same 

amount or a lesser amount than the 

amount paid by the Existing Funds. 

28. Met Series Fund and MIST 

represent that Rule 12b–1 fees of Class 

B and Class E shares of the Replacement 

Funds will not be raised above the 

current rate without approval of a 

majority in interest of the respective 

Replacement Funds’ shareholders. 

29. In addition to any Rule 12b–1 fees, 

the investment advisers or distributors 

of the Existing Funds pay the Insurance 

Companies or one of their affiliates from 

10 to 38 basis points for Class A or Class 

B shares (or their equivalent). Following 

the substitutions, these payments will 

not be made on behalf of the Existing 

Funds. Rather, 25 basis points in Rule 

12b–1 fees from the Replacement Funds 

(with respect to Class B shares), 15 basis 

points in 12b–1 fees from the 

Replacement Funds (with respect to 

Class E shares) and profit distributions 

to members from the Replacement 

Funds’ advisers, will be available to the 

Insurance Companies. These profits 

from investment advisory fees may be 

more or less than the fees being paid by 

the Existing Funds. 

Applicants’ Legal Analysis and 

Conditions 

1. The Substitution Applicants 

request that the Commission issue an 

order pursuant to Section 26(c) of the 

Act approving the proposed 

substitutions. Section 26(c) of the Act 

requires the depositor of a registered 

unit investment trust holding the 

securities of a single issuer to obtain 

Commission approval before 

substituting the securities held by the 

trust. 

2. Applicants submit that the 

proposed substitutions appear to 

involve substitutions of securities 

within the meaning of Section 26(c) of 

the Act. The Substitution Applicants, 

therefore, request an order from the 

Commission pursuant to Section 26(c) 

approving the proposed substitutions. 

3. Applicants represent that the 

Contracts reserve to the applicable 

Insurance Company the right, subject to 

compliance with applicable law, to 


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substitute shares of another investment 

company for shares of an investment 

company held by a sub-account of the 

Separate Accounts. The prospectuses for 

the Contracts and the Separate Accounts 

contain appropriate disclosure of this 

right. 

4. By a supplement to the 

prospectuses for the Contracts and the 

Separate Accounts, each Insurance 

Company will notify all owners of the 

Contracts of its intention to take the 

necessary actions, including seeking the 

order requested by this Application, to 

substitute shares of the funds as 

described herein. The supplement will 

advise Contract owners that from the 

date of the supplement until the date of 

the proposed substitution, owners are 

permitted to make one transfer of 

Contract value (or annuity unit 

exchange) out of the Existing Fund subaccount to one or more other subaccounts without the transfer (or 

exchange) being treated as one of a 

limited number of permitted transfers 

(or exchanges) or a limited numbers of 

transfers (or exchanges) permitted 

without a transfer charge. The 

supplement also will inform Contract 

owners that the Insurance Company will 

not exercise any rights reserved under 

any Contract to impose additional 

restrictions on transfers until at least 30 

days after the proposed substitutions. 

The supplement will also advise 

Contract owners that for at least 30 days 

following the proposed substitutions, 

the Insurance Companies will permit 

Contract owners affected by the 

substitutions to make one transfer of 

Contract value (or annuity unit 

exchange) out of the Replacement Fund 

sub-account to one or more other subaccounts without the transfer (or 

exchange) being treated as one of a 

limited number of permitted transfers 

(or exchanges) or a limited number of 

transfers (or exchanges) permitted 

without a transfer charge. 

5. The proposed substitutions will 

take place at relative net asset value 

with no change in the amount of any 

Contract owner’s Contract value, cash 

value, or death benefit or in the dollar 

value of his or her investment in the 

Separate Accounts. 

6. The process for accomplishing the 

transfer of assets from each Existing 

Fund to its corresponding Replacement 

Fund will be determined on a case-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. In 

certain other cases, it is expected that 

the substitutions will be effected by 

redeeming the shares of an Existing 

Fund in-kind; those assets will then be 

contributed in-kind to the 

corresponding Replacement Fund to 

purchase shares of that Fund. 

7. Contract owners will not incur any 

fees or charges as a result of the 

proposed substitutions, nor will their 

rights or an Insurance Company’s 

obligations under the Contracts be 

altered in any way. All expenses 

incurred in connection with the 

proposed substitutions, including 

brokerage, legal, accounting, and other 

fees and expenses, will be paid by the 

Insurance Companies. In addition, the 

proposed substitutions will not impose 

any tax liability on Contract owners. 

The proposed substitutions will not 

cause the Contract fees and charges 

currently being paid by existing 

Contract owners to be greater after the 

proposed substitutions than before the 

proposed substitutions. No fees will be 

charged on the transfers made at the 

time of the proposed substitutions 

because the proposed substitutions will 

not be treated as a transfer for the 

purpose of assessing transfer charges or 

for determining the number of 

remaining permissible transfers in a 

Contract year. 

8. In addition to the prospectus 

supplements distributed to owners of 

Contracts, within five business days 

after the proposed substitutions are 

completed, Contract owners will be sent 

a written notice informing them that the 

substitutions were carried out and that 

they may make one transfer of all 

Contract value or cash value under a 

Contract invested in any one of the subaccounts on the date of the notice to one 

or more other sub-accounts available 

under their Contract at no cost and 

without regard to the usual limit on the 

frequency of transfers from the variable 

account options to the fixed account 

options. The notice will also reiterate 

that (other than with respect to ‘‘market 

timing’’ activity) the Insurance 

Company will not exercise any rights 

reserved by it under the Contracts to 

impose additional restrictions on 

transfers or to impose any charges on 

transfers until at least 30 days after the 

proposed substitutions. The Insurance 

Companies will also send each Contract 

owner current prospectuses for the 

Replacement Funds involved to the 

extent that they have not previously 

received a copy. 

9. Each Insurance Company also is 

seeking approval of the proposed 

substitutions from any state insurance 

regulators whose approval may be 

necessary or appropriate. 

10. The Substitution Applicants 

represent that for those who were 

Contract owners on the date of the 

proposed substitutions, the Insurance 

Companies will reimburse, on the last 

business day of each fiscal period (not 

to exceed a fiscal quarter) during the 

twenty-four months following the date 

of the proposed substitutions, those 

Contract owners whose subaccount 

invests in the Replacement Fund such 

that the sum of the Replacement Fund’s 

operating expenses (taking into account 

fee waivers and expense 

reimbursements) and subaccount 

expenses (asset-based fees and charges 

deducted on a daily basis from 

subaccount assets and reflected in the 

calculation of subaccount unit values) 

for such period will not exceed, on an 

annualized basis, the sum of the 

Existing Fund’s operating expenses 

(taking into account fee waivers and 

expense reimbursements) and 

subaccount expenses for fiscal year 

2006, except with respect to the Lord 

Abbett Series Fund Mid-Cap Value 

Portfolio/Lord Abbett Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio/Lord 

Abbett Growth and Income Portfolio, 

Templeton Global Asset Allocation 

Fund/Loomis Sayles Global Markets 

Portfolio, Aim V.I. Capital Appreciation 

Fund/Met/AIM Capital Appreciation 

Portfolio, AIM V.I. Core Equity Fund/ 

Capital Guardian U.S. Equity Portfolio, 

PIMCO Real Return Portfolio/PIMCO 

Inflation Protected Bond Portfolio, DWS 

Growth & Income VIP/Lord Abbett 

Growth and Income Portfolio, Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio, DWS Equity 500 Index VIP/ 

MetLife Stock Index Portfolio, DWS 

High Income VIP/BlackRock High Yield 

Portfolio, Putnam VT Small Cap Value 

Fund/Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio. 

11. With respect to the Lord Abbett 

Series Fund Mid-Cap Value Portfolio/ 

Lord Abbett Mid-Cap Value Portfolio, 

Lord Abbett Series Fund Growth and 

Income Portfolio/Lord Abbett Growth 

and Income Portfolio, Templeton Global 

Asset Allocation Fund/Loomis Sayles 

Global Markets Portfolio, Aim V.I. 

Capital Appreciation Fund/Met/AIM 

Capital Appreciation Portfolio, AIM V.I. 

Core Equity Fund/Capital Guardian U.S. 

Equity Portfolio, PIMCO Real Return 

Portfolio/PIMCO Inflation Protected 

Bond Portfolio, DWS Growth & Income 

VIP/Lord Abbett Growth and Income 

Portfolio, Dreyfus Stock Index Fund/ 


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MetLife Stock Index Portfolio, DWS 

Equity 500 Index VIP/MetLife Stock 

Index Portfolio, DWS High Income VIP/ 

BlackRock High Yield Portfolio, Putnam 

VT Small Cap Value Fund/Third 

Avenue Small Cap Value Portfolio, 

Putnam VT International Equity Fund/ 

MFS Research International Portfolio, 

DWS Mid Cap Growth VIP/T. Rowe 

Price Mid-Cap Growth Portfolio, DWS 

Blue Chip VIP/FI Value Leaders 

Portfolio, and DWS Strategic Income 

VIP/Pioneer Strategic Income Portfolio 

substitutions, the Substitution 

Applicants represent that the 

reimbursement agreement with respect 

to the Replacement Fund’s operating 

expenses and subaccount expenses, will 

extend for the life of each Contract 

outstanding on the date of the proposed 

substitutions. 

12. The Substitution Applicants 

further agree that, except with respect to 

the Lord Abbett Series Fund Mid-Cap 

Value Portfolio/Lord Abbett Mid-Cap 

Value Portfolio, Lord Abbett Series 

Fund Growth and Income Portfolio/Lord 

Abbett Growth and Income Portfolio, 

Templeton Global Asset Allocation 

Fund/Loomis Sayles Global Markets 

Portfolio, Aim V.I. Capital Appreciation 

Fund/Met/AIM Capital Appreciation 

Portfolio, AIM V.I. Core Equity Fund/ 

Capital Guardian U.S. Equity Portfolio, 

PIMCO Real Return Portfolio/PIMCO 

Inflation Protected Bond Portfolio, DWS 

Growth & Income VIP/Lord Abbett 

Growth and Income Portfolio, Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio, DWS Equity 500 Index VIP/ 

MetLife Stock Index Portfolio, DWS 

High Income VIP/BlackRock High Yield 

Portfolio, Putnam VT Small Cap Value 

Fund/Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio substitutions, the 

Insurance Companies will not increase 

total separate account charges (net of 

any reimbursements or waivers) for any 

existing owner of the Contracts on the 

date of the substitutions for a period of 

two years from the date of the 

substitutions. With respect to the Lord 

Abbett Series Fund Mid-Cap Value 

Portfolio/Lord Abbett Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio/Lord 

Abbett Growth and Income Portfolio, 

Templeton Global Asset Allocation 

Fund/Loomis Sayles Global Markets 

Portfolio, Aim V.I. Capital Appreciation 

Fund/Met/AIM Capital Appreciation 

Portfolio, AIM V.I. Core Equity Fund/ 

Capital Guardian U.S. Equity Portfolio, 

PIMCO Real Return Portfolio/PIMCO 

Inflation Protected Bond Portfolio, DWS 

Growth & Income VIP/Lord Abbett 

Growth and Income Portfolio, Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio, DWS Equity 500 Index VIP/ 

MetLife Stock Index Portfolio, DWS 

High Income VIP/BlackRock High Yield 

Portfolio, Putnam VT Small Cap Value 

Fund/Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio substitutions, the 

agreement not to increase the separate 

account charges will extend for the life 

of each Contract outstanding on the date 

of the proposed substitutions. 

13. Except with respect to the Lord 

Abbett Series Fund Mid-Cap Value 

Portfolio/Lord Abbett Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio/Lord 

Abbett Growth and Income Portfolio, 

Templeton Global Asset Allocation 

Fund/Loomis Sayles Global Markets 

Portfolio, Aim V.I. Capital Appreciation 

Fund/Met/AIM Capital Appreciation 

Portfolio, AIM V.I. Core Equity Fund/ 

Capital Guardian U.S. Equity Portfolio, 

PIMCO Real Return Portfolio/PIMCO 

Inflation Protected Bond Portfolio, DWS 

Growth & Income VIP/Lord Abbett 

Growth and Income Portfolio, Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio, DWS Equity 500 Index VIP/ 

MetLife Stock Index Portfolio, DWS 

High Income VIP/BlackRock High Yield 

Portfolio, Putnam VT Small Cap Value 

Fund/Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio substitutions, the 

Replacement Fund will have the same 

or lower management fee and, if 

applicable, Rule 12b–1 fee compared to 

the Existing Fund. In the case of Lord 

Abbett Series Fund Mid-Cap Value 

Portfolio/Lord Abbett Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio/Lord 

Abbett Growth and Income Portfolio, 

Templeton Global Asset Allocation 

Fund/Loomis Sayles Global Markets 

Portfolio, Aim V.I. Capital Appreciation 

Fund/Met/AIM Capital Appreciation 

Portfolio, AIM V.I. Core Equity Fund/ 

Capital Guardian U.S. Equity Portfolio, 

PIMCO Real Return Portfolio/PIMCO 

Inflation Protected Bond Portfolio, DWS 

Growth & Income VIP/Lord Abbett 

Growth and Income Portfolio, Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio, DWS Equity 500 Index VIP/ 

MetLife Stock Index Portfolio, DWS 

High Income VIP/BlackRock High Yield 

Portfolio, Putnam VT Small Cap Value 

Fund/Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio substitutions, for 

affected Contract owners, the 

Replacement Fund’s net expenses will 

not, for the life of the Contracts, exceed 

the 2006 net expenses of the Existing 

Fund. In addition, Contract owners with 

balances invested in the Replacement 

Fund will have, taking into effect any 

applicable expense waivers, a lower 

expense ratio in many cases and, for the 

others, a similar expense ratio. 

However, the Substitution Applicants 

agree that, except with respect to the 

Lord Abbett Series Fund Mid-Cap Value 

Portfolio/Lord Abbett Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio/Lord 

Abbett Growth and Income Portfolio, 

Templeton Global Asset Allocation 

Fund/Loomis Sayles Global Markets 

Portfolio, Aim V.I. Capital Appreciation 

Fund/Met/AIM Capital Appreciation 

Portfolio, AIM V.I. Core Equity Fund/ 

Capital Guardian U.S. Equity Portfolio, 

PIMCO Real Return Portfolio/PIMCO 

Inflation Protected Bond Portfolio, DWS 

Growth & Income VIP/Lord Abbett 

Growth and Income Portfolio, Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio, DWS Equity 500 Index VIP/ 

MetLife Stock Index Portfolio, DWS 

High Income VIP/BlackRock High Yield 

Portfolio, Putnam VT Small Cap Value 

Fund/Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio substitutions, the 

Insurance Companies will not increase 

total separate account charges (net of 

any reimbursements or waivers) for any 

existing owner of the Contracts on the 

date of the substitutions for a period of 

two years from the date of the 

substitutions. With respect to the Lord 

Abbett Series Fund Mid-Cap Value 


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Portfolio/Lord Abbett Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio/Lord 

Abbett Growth and Income Portfolio, 

Templeton Global Asset Allocation 

Fund/Loomis Sayles Global Markets 

Portfolio, Aim V.I. Capital Appreciation 

Fund/Met/AIM Capital Appreciation 

Portfolio, AIM V.I. Core Equity Fund/ 

Capital Guardian U.S. Equity Portfolio, 

PIMCO Real Return Portfolio/PIMCO 

Inflation Protected Bond Portfolio, DWS 

Growth & Income VIP/Lord Abbett 

Growth and Income Portfolio, Dreyfus 

Stock Index Fund/MetLife Stock Index 

Portfolio, DWS Equity 500 Index VIP/ 

MetLife Stock Index Portfolio, DWS 

High Income VIP/BlackRock High Yield 

Portfolio, Putnam VT Small Cap Value 

Fund/Third Avenue Small Cap Value 

Portfolio, Putnam VT International 

Equity Fund/MFS Research 

International Portfolio, DWS Mid Cap 

Growth VIP/T. Rowe Price Mid-Cap 

Growth Portfolio, DWS Blue Chip VIP/ 

FI Value Leaders Portfolio, and DWS 

Strategic Income VIP/Pioneer Strategic 

Income Portfolio substitutions, the 

agreement not to increase that separate 

account charges will extend for the life 

of each Contract outstanding on the date 

of the proposed substitutions. 

14. Applicants state that the proposed 

Replacement Fund for each Existing 

Fund has an investment objective that is 

at least substantially similar to that of 

the Existing Fund. Moreover, the 

principal investment policies of the 

Replacement Funds are similar to those 

of the corresponding Existing Funds. In 

addition, the following Existing Funds 

are not being offered for new sales, but 

only are available as investment options 

under Contracts previously or currently 

offered by the Insurance Companies or, 

if available, are available only for 

additional contributions and/or 

transfers from other investment options 

under Contracts not currently offered: 

Lord Abbett Series Fund Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio, Delaware 

VIP REIT Series, Global Value Equity 

Portfolio, U.S. Mid-Cap Value Portfolio, 

Emerging Markets Equity Portfolio, 

DWS Equity 500 Index VIP, DWS 

RREEF Real Estate Securities VIP, DWS 

Bond VIP, DWS International VIP, DWS 

Mid Cap Growth VIP, DWS Money 

Market VIP, DWS Small Cap Growth 

VIP, DWS Strategic Income VIP, DWS 

Balanced VIP, DWS Dreman High 

Return Equity VIP, DWS Davis Venture 

Value VIP, DWS Janus Growth & Income 

VIP, DWS Turner Mid Cap Growth VIP 

and DWS Large Cap Value VIP. 

15. The Substitution Applicants 

submit there is little likelihood that 

significant additional assets, if any, will 

be allocated to the Existing Funds and, 

therefore, because of the cost of 

maintaining such Funds as investment 

options under the Contracts, it is in the 

interest of shareholders to substitute the 

applicable Replacement Funds which 

are currently being offered as 

investment options by the Insurance 

Companies. 

16. In each case, the applicable 

Insurance Companies believe that it is 

in the best interests of the Contract 

owners to substitute the Replacement 

Fund for the Existing Fund. The 

Insurance Companies believe that the 

new sub-adviser will, over the long 

term, be positioned to provide at least 

comparable performance to that of the 

Existing Fund’s sub-adviser. 

17. The Substitution Applicants 

believe that most of the assets of the 

Existing Funds belong to owners of 

variable annuity and variable life 

insurance contracts issued by insurance 

companies unaffiliated with MetLife. As 

such, Contract owners and future 

owners of contracts issued by affiliated 

insurance companies of MetLife cannot 

expect to command a majority voting 

position in any of the Existing Funds in 

the event that they, as a group, desire 

that an Existing Fund move in a 

direction different from that generally 

desired by owners of non-MetLife 

affiliated contracts. 

18. In addition to the foregoing, the 

Substitution Applicants submit that in 

every proposed substitution except for 

those substitutions where expense 

offsets will be applied to Contract 

owners at the separate account level, the 

management fee and current 12b–1 fee 

of the Replacement Funds as well as the 

management fee and maximum 12b–1 

fee, will be the same as, or lower than, 

those of the Existing Funds. Total 

operating expenses of the Replacement 

Funds will be similar to, or lower than 

those of the Existing Funds. 

19. The Substitution Applicants 

anticipate that Contract owners will be 

better off with the array of sub-accounts 

offered after the proposed substitutions 

than they have been with the array of 

sub-accounts offered prior to the 

substitutions. The proposed 

substitutions retain for Contract owners 

the investment flexibility which is a 

central feature of the Contracts. If the 

proposed substitutions are carried out, 

all Contract owners will be permitted to 

allocate purchase payments and transfer 

Contract values and cash values 

between and among approximately the 

same number of sub-accounts as they 

could before the proposed substitutions. 

20. Applicants believe none of the 

proposed substitutions is of the type 

that Section 26(c) was designed to 

prevent. Unlike traditional unit 

investment trusts where a depositor 

could only substitute an investment 

security in a manner which 

permanently affected all the investors in 

the trust, the Contracts provide each 

Contract owner with the right to 

exercise his or her own judgment and 

transfer Contract or cash values into 

other sub-accounts. Moreover, the 

Contracts will offer Contract owners the 

opportunity to transfer amounts out of 

the affected sub-accounts into any of the 

remaining sub-accounts without cost or 

other disadvantage. The proposed 

substitutions, therefore, will not result 

in the type of costly forced redemption 

which Section 26(c) was designed to 

prevent. 

21. The proposed substitutions also 

are unlike the type of substitution 

which Section 26(c) was designed to 

prevent in that by purchasing a 

Contract, Contract owners select much 

more than a particular investment 

company in which to invest their 

account values. They also select the 

specific type of insurance coverage 

offered by an Insurance Company under 

their Contract as well as numerous other 

rights and privileges set forth in the 

Contract. Contract owners may also 

have considered each Insurance 

Company’s size, financial condition, 

relationship with MetLife, and its 

reputation for service in selecting their 

Contract. These factors will not change 

as a result of the proposed substitutions. 

22. The Substitution Applicants 

request an order of the Commission 

pursuant to Section 26(c) of the Act 

approving the proposed substitutions by 

the Insurance Companies. 

23. The Section 17 Applicants request 

an order under Section 17(b) exempting 

them from the provisions of Section 

17(a) to the extent necessary to permit 

the Insurance Companies to carry out 

each of the proposed substitutions. 

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

relevant part, prohibits any affiliated 

person of a registered investment 

company, or any affiliated person of 

such person, acting as principal, from 

knowingly selling any security or other 

property to that company. Section 

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

the persons acting as principals, from 

knowingly purchasing any security or 

other property from the registered 

company. 

25. Because shares held by a separate 

account of an insurance company are 

legally owned by the insurance 

company, the Insurance Companies and 

their affiliates collectively own of record 

substantially all of the shares of MIST 

and Met Series Fund. Therefore, MIST 

and Met Series Fund and their 


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18308 Federal Register / Vol. 72, No. 69 / Wednesday, April 11, 2007 / Notices 

respective funds are arguably under the 

control of the Insurance Companies 

notwithstanding the fact that Contract 

owners may be considered the 

beneficial owners of those shares held 

in the Separate Accounts. If MIST and 

Met Series Fund and their respective 

funds are under the control of the 

Insurance Companies, then each 

Insurance Company is an affiliated 

person or an affiliated person of an 

affiliated person of MIST and Met Series 

Fund and their respective funds. If 

MIST and Met Series Fund and their 

respective funds are under the control of 

the Insurance Companies, then MIST 

and Met Series Fund and their 

respective funds are affiliated persons of 

the Insurance Companies. 

26. Regardless of whether or not the 

Insurance Companies can be considered 

to control MIST and Met Series Fund 

and their respective funds, because the 

Insurance Companies own of record 

more than 5% of the shares of each of 

them and are under common control 

with each Replacement Fund’s 

investment adviser, the Insurance 

Companies are affiliated persons of both 

MIST and Met Series Fund and their 

respective funds. Likewise, their 

respective funds are each an affiliated 

person of the Insurance Companies. 

27. The Insurance Companies, 

through their separate accounts in the 

aggregate own more than 5% of the 

outstanding shares of the following 

Existing Funds: Dreyfus Stock Index 

Fund, VIP Asset Manager Portfolio, Lord 

Abbett Series Fund Mid-Cap Value 

Portfolio, Lord Abbett Series Fund 

Growth and Income Portfolio, Global 

Value Equity Portfolio, U.S. Mid-Cap 

Value Portfolio, Putnam VT Small Cap 

Value Fund, Templeton Global Asset 

Allocation Fund, Putnam VT 

International Equity Fund, Credit Suisse 

Emerging Markets Portfolio, AIM V.I. 

Capital Appreciation Fund, PIMCO Real 

Return Portfolio, DWS Small Cap Index 

VIP, DWS RREEF Real Estate Securities 

VIP, DWS International Select Equity 

VIP, DWS Money Market VIP, DWS 

Strategic Income VIP, DWS David 

Venture Value VIP. Therefore, each 

Insurance Company is an affiliated 

person of those funds. 

28. Because the substitutions may be 

effected, in whole or in part, by means 

of in-kind redemptions and purchases, 

the substitutions may be deemed to 

involve one or more purchases or sales 

of securities or property between 

affiliated persons. The proposed 

transactions may involve a transfer of 

portfolio securities by the Existing 

Funds to the Insurance Companies; 

immediately thereafter, the Insurance 

Companies would purchase shares of 

the Replacement Funds with the 

portfolio securities received from the 

Existing Funds. Accordingly, as the 

Insurance Companies and certain of the 

Existing Funds listed above, and the 

Insurance Companies and the 

Replacement Funds, could be viewed as 

affiliated persons of one another under 

Section 2(a)(3) of the Act, it is 

conceivable that this aspect of the 

substitutions could be viewed as being 

prohibited by Section 17(a). The Section 

17 Applicants are not seeking relief with 

respect to transactions with the Existing 

Funds where Section 17(a) does not 

apply. However, the Section 17 

Applicants have determined to seek 

relief from Section 17(a) in the context 

of this Application for the in-kind 

purchases and sales of the Replacement 

Fund shares. 

29. Section 17(b) of the Act provides 

that the Commission may, upon 

application, grant an order exempting 

any transaction from the prohibitions of 

Section 17(a) if the evidence establishes 

that: (i) The terms of the proposed 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned; (ii) the proposed transaction 

is consistent with the policy of each 

registered investment company 

concerned, as recited in its registration 

statement and records filed under the 

Act; and (iii) the proposed transaction is 

consistent with the general purposes of 

the Act. 

30. The Section 17 Applicants submit 

that for all the reasons stated above the 

terms of the proposed in-kind purchases 

of shares of the Replacement Funds by 

the Insurance Companies, including the 

consideration to be paid and received 

are reasonable and fair and do not 

involve overreaching on the part of any 

person concerned. The Section 17 

Applicants also submit that the 

proposed in-kind purchases by the 

Insurance Companies are consistent 

with the policies of: MIST and of its 

Lord Abbett Growth and Income, 

Neuberger Berman Real Estate, Third 

Avenue Small Cap Value, Lord Abbett 

Mid-Cap Value, MFS Research 

International, T. Rowe Price Mid-Cap 

Growth, BlackRock High Yield, Pioneer 

Strategic Income, Turner Mid Cap 

Growth, Loomis Sayles Global Markets, 

MFS Emerging Markets Equity, Met/ 

AIM Capital Appreciation, PIMCO 

Inflation Protected Bond and MFS Value 

Portfolios; and Met Series Fund and of 

its T. Rowe Price Large Cap Growth, 

MFS Total Return, Oppenheimer Global 

Equity, BlackRock Money Market, 

MetLife Stock Index, Russell 2000 

Index, BlackRock Bond Income, FI 

Value Leaders, T. Rowe Price Small Cap 

Growth, BlackRock Diversified, 

BlackRock Large Cap Value, Neuberger 

Berman Mid Cap and Capital Guardian 

U.S. Equity Portfolios, as recited in the 

current registration statements and 

reports filed by each under the Act. 

Finally, the Section 17 Applicants 

submit that the proposed substitutions 

are consistent with the general purposes 

of the Act. 

31. To the extent that the in-kind 

purchases by the Insurance Company of 

the Replacement Funds’ shares are 

deemed to involve principal 

transactions among affiliated persons, 

the procedures described below should 

be sufficient to assure that the terms of 

the proposed transactions are reasonable 

and fair to all participants. The Section 

17 Applicants maintain that the terms of 

the proposed in-kind purchase 

transactions, including the 

consideration to be paid and received by 

each fund involved, are reasonable, fair 

and do not involve overreaching 

principally because the transactions will 

conform with all but one of the 

conditions enumerated in Rule 17a–7. 

The proposed transactions will take 

place at relative net asset value in 

conformity with the requirements of 

Section 22(c) of the Act and Rule 22c–

1 thereunder with no change in the 

amount of any Contract owner’s contract 

value or death benefit or in the dollar 

value of his or her investment in any of 

the Separate Accounts. Contract owners 

will not suffer any adverse tax 

consequences as a result of the 

substitutions. The fees and charges 

under the Contracts will not increase 

because of the substitutions. Even 

though the Separate Accounts, the 

Insurance Companies, MIST and Met 

Series Fund may not rely on Rule 17a–

7, the Section 17 Applicants believe that 

the Rule’s conditions outline the type of 

safeguards that result in transactions 

that are fair and reasonable to registered 

investment company participants and 

preclude overreaching in connection 

with an investment company by its 

affiliated persons. 

32. The boards of MIST and Met 

Series Fund have adopted procedures, 

as required by paragraph (e)(1) of Rule 

17a–7, pursuant to which the series of 

each may purchase and sell securities to 

and from their affiliates. The Section 17 

Applicants will carry out the proposed 

Insurance Company in-kind purchases 

in conformity with all of the conditions 

of Rule 17a–7 and each series’

procedures thereunder, except that the 

consideration paid for the securities 

being purchased or sold may not be 

entirely cash. Nevertheless, the 

circumstances surrounding the 


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Federal Register / Vol. 72, No. 69 / Wednesday, April 11, 2007 / Notices 18309 

proposed substitutions will be such as 

to offer the same degree of protection to 

each Replacement Fund from 

overreaching that Rule 17a–7 provides 

to them generally in connection with 

their purchase and sale of securities 

under that Rule in the ordinary course 

of their business. In particular, the 

Insurance Companies (or any of their 

affiliates) cannot effect the proposed 

transactions at a price that is 

disadvantageous to any of the 

Replacement Funds. Although the 

transactions may not be entirely for 

cash, each will be effected based upon 

(1) the independent market price of the 

portfolio securities valued as specified 

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

the net asset value per share of each 

fund involved valued in accordance 

with the procedures disclosed in its 

respective Investment Company’s 

registration statement and as required 

by Rule 22c–1 under the Act. No 

brokerage commission, fee, or other 

remuneration will be paid to any party 

in connection with the proposed in kind 

purchase transactions. 

33. The sale of shares of Replacement 

Funds for investment securities, as 

contemplated by the proposed 

Insurance Company in-kind purchases, 

is consistent with the investment policy 

and restrictions of the Investment 

Companies and the Replacement Funds 

because (1) the shares are sold at their 

net asset value, and (2) the portfolio 

securities are of the type and quality 

that the Replacement Funds would each 

have acquired with the proceeds from 

share sales had the shares been sold for 

cash. To assure that the second of these 

conditions is met, Met Investors 

Advisory LLC, MetLife Advisers, LLC 

and the sub-adviser, as applicable, will 

examine the portfolio securities being 

offered to each Replacement Fund and 

accept only those securities as 

consideration for shares that it would 

have acquired for each such fund in a 

cash transaction. 

34. The Section 17 Applicants submit 

that the proposed Insurance Company 

in-kind purchases are consistent with 

the general purposes of the Act as stated 

in the Findings and Declaration of 

Policy in Section 1 of the Act and that 

the proposed transactions do not 

present any of the conditions or abuses 

that the Act was designed to prevent. 

35. The Section 17 Applicants 

represent that the proposed in-kind 

purchases meet all of the requirements 

of Section 17(b) of the Act request that 

the Commission issue an order pursuant 

to Section 17(b) of the Act exempting 

the Separate Accounts, the Insurance 

Companies, MIST, Met Series Fund and 

each Replacement Fund from the 

provisions of Section 17(a) of the Act to 

the extent necessary to permit the 

Insurance Companies on behalf of the 

Separate Accounts to carry out, as part 

of the substitutions, the in-kind 

purchase of shares of the Replacement 

Funds which may be deemed to be 

prohibited by Section 17(a) of the Act. 

Conclusion 

Applicants assert that for the reasons 

summarized above the proposed 

substitutions and related transactions 

meet the standards of Section 26(c) of 

the Act and are consistent with the 

standards of Section 17(b) of the Act 

and that the requested orders should be 

granted. 

For the Commission, by the Division of 

Investment Management pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–6852 Filed 4–10–07; 8:45 am] 

BILLING CODE 8010–01–P 

DEPARTMENT OF STATE 

[Public Notice 5750] 

30-Day Notice of Proposed Information 

Collection: Form DS–4048, Projected 

Sales of Major Weapons in Support of 

Section 25(a)(1) of the Arms Export 

Control Act; OMB Control Number 

1405–0156 

ACTION: Notice of request for public 

comment and submission to OMB of 

proposed collection of information. 

SUMMARY: The Department of State has 

submitted the following information 

collection request to the Office of 

Management and Budget (OMB) for 

approval in accordance with the 

Paperwork Reduction Act of 1995. 

• Title of Information Collection: 

Projected Sales of Major Weapons in 

Support of Section 25(a)(1) of the Arms 

Export Control Act. 

• OMB Control Number: 1405–0156. 

• Type of Request: Extension of a 

Currently Approved Collection. 

• Originating Office: Bureau of 

Political-Military Affairs, Directorate of 

Defense Trade Controls, (PM/DDTC). 

• Form Number: DS–4048. 

• Respondents: Business 

organizations. 

• Estimated Number of Respondents: 

20 (total). 

• Estimated Number of Responses: 20 

(per year). 

• Average Hours Per Response: 60 

hours. 

• Total Estimated Burden: 1200 hours 

(per year). 

• Frequency: Once a year. 

• Obligation to Respond: Voluntary. 

DATES: Submit comments to the Office 

of Management and Budget (OMB) for 

up to 30 days from April 11, 2007. 

ADDRESSES: Direct comments and 

questions to Katherine Astrich, the 

Department of State Desk Officer in the 

Office of Information and Regulatory 

Affairs at the Office of Management and 

Budget (OMB), who may be reached at 

202–395–4718. You may submit 

comments by any of the following 

methods: 

• E-mail: kastricht@omb.eop.gov. You 

must include the DS form number, 

information collection title, and OMB 

control number in the subject line of 

your message. 

• Mail (paper, disk, or CD–ROM 

submissions): Office of Information and 

Regulatory Affairs, Office of 

Management and Budget, 725 17th 

Street, NW., Washington, DC 20503. 

• Fax: 202–395–6974 

FOR FURTHER INFORMATION CONTACT: You 

may obtain copies of the proposed 

information collection and supporting 

documents from Patricia C. Slygh, PM/ 

DDTC, SA–1, 12th Floor, Directorate of 

Defense Trade Controls, Bureau of 

Political-Military Affairs, U.S. 

Department of State, Washington, DC 

20522–0112, who may be reached on 

(202) 663–2700 and E-mail: 

Slyghpc@state.gov. 

SUPPLEMENTARY INFORMATION: We are 

soliciting public comments to permit 

the Department to: 

• Evaluate whether the proposed 

information collection is necessary to 

properly perform our functions. 

• Evaluate the accuracy of our 

estimate of the burden of the proposed 

collection, including the validity of the 

methodology and assumptions used. 

• Enhance the quality, utility, and 

clarity of the information to be 

collected. 

• Minimize the reporting burden on 

those who are to respond, including the 

use of automated collection techniques 

or other forms of technology. 

Abstract of proposed collection: The 

information will be used to prepare an 

annual report to Congress regarding 

arms sales proposals covering all 

Foreign Military Sales (FMS) and 

licensed commercial exports of major 

weapons or weapons-related defense 

equipment for $7,000,000 or more, or of 

any other weapons or weapons-related 

defense equipment for $25,000,000 or 

more, which are considered eligible for 

approval during the current calendar 

year in accordance with section 25 of 

the Arms Export Control Act (AECA) [22 

U.S.C. 2765]. 


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