14598 Federal Register / Vol. 74, No. 60 / Tuesday, March 31, 2009 / Notices 

be submitted to OMB within 30 days of 

this notice. 

Dated: March 25, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7088 Filed 3–30–09; 8:45 am] 

BILLING CODE 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: 

Form SH; OMB Control No. 3235–0646; 

SEC File No. 270–585. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Form SH (17 CFR 249.326T) is 

required to be submitted to the 

Commission by institutional investment 

managers subject to the existing Form 

13F (CFR 249.325) filing requirements 

on the first business day of each week 

in which the institutional investment 

manager has entered into any new short 

positions or closed part or all of any 

short positions with respect to any 

Section 13(f) (15 U.S.C. 78m(f)) 

securities except for options. The 

information provided under Form SH is 

mandatory and responses will be kept 

confidential. We estimate that 1,000 

institutional investment managers 

subject to the Form 13F filing 

requirements will file Form SH to report 

the entry into short positions with 

respect to Section 13(f) securities. We 

estimate that each will file 36 Form SH 

reports during the nine-month period 

that Rule 10a–3T (17 CFR 240.10a–3T) 

will be in effect. We further estimate 

that each of the 1,000 institutional 

investment managers will spend an 

average of 20 hours preparing each 

Form SH. Therefore the estimated total 

reporting burden associated with Form 

SH is 720,000 hours (1,000 respondents 

× 20 hours per form × 36 forms). 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Written comments regarding the 

above information should be directed to 

the following persons: (i) Desk Officer 

for the Securities and Exchange 

Commission, Office of Information and 

Regulatory Affairs, Office of 

Management and Budget, Room 10102, 

New Executive Office Building, 

Washington, DC 20503 or send an email to Shagufta_Ahmed@omb.eop.gov; 

and (ii) Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, VA 22312; or 

send an e-mail to: 

PRA_Mailbox@sec.gov. Comments must 

be submitted to OMB within 30 days of 

this notice. 

Dated: March 25, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7089 Filed 3–30–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28678; File No. 812–13588] 

MetLife Insurance Company of 

Connecticut, et al. 

March 25, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order pursuant to Section 26(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) approving certain substitutions 

of securities and an order of exemption 

pursuant to Section 17(b) of the Act 

from Section 17(a) of the Act. 

APPLICANTS: MetLife Insurance 

Company of Connecticut (‘‘MetLife of 

CT’’), MetLife of CT Separate Account 

Eleven for Variable Annuities 

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

CT Separate Account QPN for Variable 

Annuities (‘‘Separate Account QPN’’), 

MetLife of CT Fund UL for Variable Life 

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

Fund UL III for Variable Life Insurance 

(‘‘Fund UL III’’), MetLife Investors 

Insurance Company (‘‘MetLife 

Investors’’), MetLife Investors Variable 

Annuity Account One (‘‘VA Account 

One’’), MetLife Investors Variable 

Annuity Account Five (‘‘VA 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 Variable 

Annuity Separate Account I (‘‘Separate 

Account I’’), Metropolitan Life Variable 

Annuity Separate Account II (‘‘Separate 

Account II’’), General American Life 

Insurance Company (‘‘General 

American’’) (together with MetLife of 

CT, MetLife Investors, First MetLife 

Investors, MetLife Investors USA and 

MetLife, the ‘‘Insurance Companies’’), 

General American Separate Account 

Seven (‘‘GA Separate Account Seven’’) 

(together with Separate Account Eleven, 

Separate Account QPN, Fund UL, Fund 

UL III, VA Account One, VA Account 

Five, First VA Account One, Separate 

Account A, Separate Account I, and 

Separate Account II, the ‘‘Separate 

Accounts’’), Met Investors Series Trust 

(‘‘MIST’’) and Metropolitan Series Fund, 

Inc. (‘‘Met Series Fund’’). The Insurance 

Companies and the Separate Accounts 

are referred to as the ‘‘Substitution 

Applicants.’’ The Insurance Companies, 

the Separate Accounts and the 

Investment Companies are referred to as 

the ‘‘Section 17 Applicants.’’ 

SUMMARY OF APPLICATION: Applicants 

seek an order approving the substitution 

of certain series of the Investment 

Companies for shares of series of other 

registered investment companies held 

by the Separate Accounts to fund 

certain group and individual variable 

annuity contracts and variable life 

insurance policies issued by the 

Insurance Companies (collectively, the 

‘‘Contracts’’). The Section 17 Applicants 

seek an order pursuant to Section 17(b) 

of the Act to permit certain in-kind 

transactions in connection with certain 

of the Substitutions. 

FILING DATE: The application was filed 

on October 21, 2008, and an amended 

and restated application was filed on 

March 13, 2009 and March 24, 2009. 

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 17, 2009, and should be 

accompanied by proof of service on 

Applicants, in the form of an affidavit 

or for lawyers a certificate of service. 

Hearing requests should state the nature 

of the writer’s interest, the reason for the 

request and the issued contested. 

Persons may request notification of a 

hearing by writing to the Secretary of 

the Commission. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090. 


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Applicants c/o Paul G. Cellupica, Chief 

Counsel—Securities Regulation and 

Corporate Services, MetLife Group, One 

MetLife Plaza, 27–01 Queens Plaza 

North, Long Island City, NY 11101 and 

Robert N. Hickey, Esq., Sullivan & 

Worcester LLP, 1666 K Street, NW., 

Washington, DC 20006. 

FOR FURTHER INFORMATION CONTACT: 

Alison T. White, Senior Counsel, or 

Joyce M. Pickholz, Branch Chief, Office 

of Insurance Products, Division of 

Investment Management, at (202) 551– 

6795. 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee from the 

Public Reference Branch of the 

Commission, 100 F Street, NE., 

Washington, DC 20549 (202–551–8090). 

Applicants’ Representations 

1. MetLife of CT is a stock life 

insurance company organized in 1863 

under the laws of Connecticut. MetLife 

Investors is a stock life insurance 

company organized on August 17, 1981 

under the laws of Missouri. First 

MetLife Investors is a stock life 

insurance company organized on 

December 31, 1992 under the laws of 

New York. MetLife Investors USA is a 

stock life insurance company organized 

on September 13, 1960 under the laws 

of Delaware. MetLife is a stock life 

insurance company organized in 1868 

under the laws of New York. General 

American is a stock life insurance 

company organized in 1933 under the 

laws of Missouri. 

2. Separate Account Eleven, Fund UL, 

Fund UL III, VA Account One, VA 

Account Five, First VA Account One, 

Separate Account A, Separate Account 

I and Separate Account II are registered 

under the Act as unit investment trusts 

for the purpose of funding the Contracts. 

Security interests under the Contracts 

have been registered under the 

Securities Act of 1933. 

3. Separate Account QPN is exempt 

from registration under the Act. Security 

interests under the Contracts have been 

registered under the Securities Act of 

1933. 

4. GA Separate Account Seven serves 

as separate account funding vehicles for 

certain Contracts that are exempt from 

registration under Section 4(2) of the 

Securities Act of 1933 and Regulation D 

thereunder. 

5. MIST and Met Series Fund are each 

registered under the Act as open-end 

management investment companies of 

the series type, and their securities are 

registered under the Securities Act of 

1933. Met Investors Advisory, LLC and 

Metlife Advisers, LLC serve as 

investment adviser to MIST and Met 

Series Fund, respectively. 

6. The annuity contracts permit the 

Insurance Companies to substitute 

shares of one fund with shares of 

another, including a fund of a different 

registered investment company. 

7. Each Insurance Company, on its 

behalf and on behalf of the Separate 

Accounts proposes to make certain 

substitutions of shares of 9 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. 

8. The proposed substitutions are as 

follows: shares of MetLife Moderate 

Strategy Portfolio for shares of DWS 

Conservative Allocation VIP; shares of 

MetLife Growth Strategy Portfolio for 

shares of DWS Growth Allocation VIP; 

shares of MetLife Balanced Strategy 

Portfolio for shares of DWS Moderate 

Allocation VIP; shares of Janus Forty 

Portfolio for shares of Janus (Aspen 

Series) Forty Portfolio; shares of MetLife 

Stock Index Portfolio for shares of Legg 

Mason Partners Variable Equity Index 

Portfolio; shares of PIMCO Total Return 

Portfolio for shares of PIMCO (VIT) 

Total Return Portfolio; shares of Pioneer 

Strategic Income Portfolio for shares of 

Pioneer Strategic Income VCT Portfolio; 

shares of BlackRock Bond Income 

Portfolio for shares of UIF Core Plus 

Fixed Income Portfolio; shares of Van 

Kampen Comstock Portfolio for shares 

of Van Kampen LIT Comstock Portfolio. 

9. The following is a summary of the 

investment objectives and policies of 

each Existing Fund and its 

corresponding Replacement Fund. 

Additional information including asset 

sizes, risk factors and comparative 

performance history for each Existing 

Fund and Replacement Fund can be 

found in the Application. 

Existing fund Replacement fund 

DWS Conservative Allocation VIP—seeks a balance of current income 

and long-term growth of capital with an emphasis on current income. 

The Portfolio invests in other DWS VIP portfolios. The Portfolio’s target allocation is 60% in underlying portfolios which invest primarily in 

fixed-income securities and 40% in underlying portfolios which invest 

primarily in equity securities.

MetLife Moderate Strategy Portfolio—seeks high total return in the form 

of income and growth of capital, with a greater emphasis on income. 

The Portfolio invests in a diversified group of affiliated underlying 

funds. The Portfolio normally invests in accordance with targeted allocations of 50% to equity securities and 50% to fixed income securities. Changes between these asset classes will be in the range of 

plus or minus 10%. 

DWS Growth Allocation VIP—seeks long-term growth of capital. The 

Portfolio invests in other DWS VIP portfolios. The Portfolio’s target 

allocation is 25% in underlying portfolios which invest primarily in 

fixed income securities, and 75% in underlying portfolios which invest 

primarily in equity securities.

MetLife Growth Strategy Portfolio—seeks growth of capital. The Portfolio invests in a diversified group of affiliated underlying funds. The 

Portfolio normally invests in accordance with targeted allocations of 

85% to equity securities and 15% to fixed income securities. 

Changes between these asset classes will be in the range of plus or 

minus 10%. 

DWS Moderate Allocation VIP—seeks a balance of long-term growth of 

capital and current income with an emphasis on growth of capital. 

The Portfolio invests in other DWS VIP portfolios. The Portfolio’s target allocation is 40% in underlying portfolios which invest primarily in 

fixed income securities and 60% in underlying portfolios which invest 

primarily in equity securities.

MetLife Balanced Strategy Portfolio—seeks a balance between a high 

level of current income and growth of capital with a greater emphasis 

on growth of capital. The Portfolio invests in a diversified group of affiliated underlying funds. The Portfolio normally primarily invests in 

accordance with targeted allocations of 65% to equity securities and 

35% to fixed income securities. Changes between these asset classes will be in the range of plus or minus 10%. 

Janus (Aspen Series) Forty Portfolio—seeks long-term growth of capital. The Portfolio normally invests primarily in a core group of 20–40 

common stocks selected for their growth potential.

Janus Forty Portfolio—seeks long-term growth of capital. The Portfolio 

normally invests primarily in a core group of 20–40 common stocks 

selected for their growth potential. 

Legg Mason Partners Variable Equity Index Portfolio—seeks investment results that, before expenses, correspond to the price and yield 

performance of the S&P 500 Index.

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

S&P 500 Index (before expenses). 

UIF Core Plus Fixed Income Portfolio—seeks above-average total return over a market cycle of three to five years by investing primarily 

in a diversified portfolio of fixed income securities.

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


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Existing fund Replacement fund 

PIMCO (VIT) Total Return Portfolio—seeks maximum total return, consistent with preservation of capital and prudent investment management.PIMCO Total Return Portfolio—seeks maximum total return, consistent 

with preservation of capital and prudent investment management. 

Pioneer Strategic Income VCT Portfolio– seeks a high level of current 

income. Normally, the Portfolio invests at least 80% of its assets in 

debt securities.

Pioneer Strategic Income Portfolio—seeks a high level of current income. The Portfolio invests, under normal circumstances at least 

80% of its assets in debt securities. 

Van Kampen LIT Comstock Portfolio—seeks capital growth and income. Normally, the Portfolio invests at least 80% of its assets in 

common stocks.

Van Kampen Comstock Portfolio—seeks capital growth and income. 

Normally, the Portfolio invests at least 80% of its assets in common 

stocks. 

10. 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) 

12b–1 fees 

(percent) 

Other 

expenses 

(percent) 

Waiver/ 

Reimbursement 

(percent) 

Total 

expenses 

(percent) 

Replacement Fund: MetLife Moderate Strategy Portfolio (Class B) ....... .07 .25 .65 .................... .97 

Existing Fund: DWS Conservative Allocation VIP (Class B) .................. .07 .25 1.01 .................... 1.33 

Replacement Fund: MetLife Growth Strategy Portfolio (Class B) ........... .06 .25 .72 .................... 1.03 

Existing Fund: DWS Growth Allocation VIP (Class B) ............................ .07 .25 1.00 .................... 1.32 

Replacement Fund: MetLife Balanced Strategy Portfolio (Class B) ....... .06 .25 .69 .................... 1.00 

Existing Fund: DWS Moderate Allocation VIP (Class B) ........................ .07 .25 .98 .................... 1.30 

Replacement Fund: Janus Forty Portfolio (Class E) ............................... .65 .15 .06 .................... .86 

Existing Fund: Janus (Aspen Series) Forty Portfolio (Service Class) ..... .64 .25 .06 .................... .95 

Replacement Fund: MetLife Stock Index Portfolio (Class D) .................. .25 .10 .04 1 .01 .38 

Existing Fund: Legg Mason Partners Variable Equity Index Portfolio 

(Class I) ................................................................................................ .31 .................... .08 .................... .39 

Replacement Fund: MetLife Stock Index Portfolio (Class B) .................. .25 .25 .04 1 .01 .53 

Existing Fund: Legg Mason Partners Variable Equity Index Portfolio 

(Class II) ............................................................................................... .31 .25 .08 .................... .64 

Replacement Fund: Blackrock Bond Income Portfolio (Class A) ............ .38 .................... .06 1 .01 .43 

Existing Fund: UIF Core Plus Fixed Income Portfolio (Class I) .............. .38 .................... .27 .................... .65 

Replacement Fund: Blackrock Bond Income Portfolio (Class B) ............ .38 25 .06 1 .01 .68 

Existing Fund: UIF Core Plus Fixed Income Portfolio (Class II) ............. .38 .35 .27 .................... 1.00 

Replacement Fund: PIMCO Total Return Portfolio (Class B) ................. .48 25 .04 .................... .77 

Existing Fund: PIMCO (VIT) Total Return Portfolio (Admin Class) ........ .25 .................... .58 .................... .83 

Replacement Fund: Pioneer Strategic Income Portfolio (Class E) ......... .60 .15 .09 .................... .84 

Existing Fund: Pioneer Strategic Income VCT Portfolio (Class II) .......... .65 .25 .18 .................... 1.08 

Replacement Fund: Van Kampen Comstock Portfolio (Class A) ............ .58 .................... .03 .................... .61 

Existing Fund: Van Kampen LIT Comstock Portfolio (Class I) ............... .56 .................... .03 .................... .59 

Replacement Fund: Van Kampen Comstock Portfolio (Class B) ............ .58 25 .03 .................... .86 

Existing Fund: Van Kampen LIT Comstock Portfolio (Class II) .............. .56 .25 .03 .................... .84 

1 Contractual fee waiver expiring 4/30/10 unless extended. 

11. MetLife Advisers, LLC or Met 

Investors Advisory, LLC is the adviser of 

each of the Replacement Funds. Each 

Replacement Fund currently offers up to 

five classes of shares, four of which, 

Class A, Class B, Class D and Class E are 

involved in the substitutions. 

12. The Applicants believe the 

substitutions will provide significant 

benefits to Contract owners, including 

improved selection of sub-advisers and 

simplification of fund offerings through 

the elimination of overlapping offerings. 

13. As a result of the substitutions, the 

number of investment options under 

each Contract will either not be 

decreased, or, in those cases where the 

number of investment options is being 

reduced, continue to offer a significant 

number of alternative investment 

options (currently expected to range in 

number from 2 to 134 after the 

substitutions versus 2 to 134 before the 

substitutions). 

14. Those substitutions which replace 

investment options advised by 

investment advisers that are not 

affiliated with the Substitution 

Applicants with funds for which either 

Met Investors Advisory, LLC or MetLife 

Advisers, LLC acts as investment 

adviser will permit each adviser, under 

the Multi-Manager Order, [IC–22824 

(1997) and IC–23859 (1999)], to hire, 

monitor and replace sub-advisers as 

necessary to achieve optimal 

performance. 

15. Contract owners with sub-account 

balances invested (through the separate 

account) in shares of the Replacement 

Funds will have either lower or 

substantially similar total expense 

ratios. 

16. In the following substitutions, the 

management fee and/or applicable Rule 

12b–1 fee of the Replacement Fund are 

either currently higher, or, at certain 

management fee breakpoints, may be 

higher than those of the respective 

Existing Fund: DWS Conservative 

Allocation VIP/MetLife Moderate 

Strategy Portfolio; DWS Growth 

Allocation VIP/MetLife Growth Strategy 

Portfolio; DWS Moderate Allocation 

VIP/MetLife Balanced Strategy Portfolio; 

Legg Mason Partners Variable Equity 

Index Portfolio/MetLife Stock Index 

Portfolio; UIF Core Plus Fixed Income 

Portfolio/BlackRock Bond Income 

Portfolio; PIMCO (VIT) Total Return 

Portfolio/PIMCO Total Return Portfolio; 

and Van Kampen LIT Comstock 

Portfolio/Van Kampen Comstock 

Portfolio. 


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17. 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. 

18. The substitutions will result in 

decreased net expense ratios, except for 

the Van Kampen LIT Comstock 

Portfolio/Van Kampen Comstock 

Portfolio substitution. 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. 

19. 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. 

20. In addition, after the substitutions, 

neither Met Investors Advisory, LLC, 

MetLife Advisers, LLC nor any of their 

affiliates will receive compensation 

from the charges to the Separate 

Accounts related to the Contracts or 

from Rule 12b–1 fees or revenue sharing 

from the Replacement Funds in excess 

of the compensation currently received 

from the investment advisers or 

distributors of the Existing Funds. 

21. The share classes of the 

Replacement Funds are either identical 

to or less than the share classes of the 

Existing Funds with respect to the 

imposition of Rule 12b–1 fees currently 

imposed, except with respect to the 

substitution of MetLife Stock Index 

Portfolio for Legg Mason Partners 

Variable Equity Index Portfolio and 

PIMCO Total Return Portfolio for 

PIMCO (VIT) Total Return Portfolio. 

22. Each Met Series Fund 

Replacement Fund’s Class B, Class D 

and Class E Rule 12b–1 fees can be 

raised to 0.50% of net assets by the 

Replacement Fund’s Board of Directors 

without shareholder approval. Each 

MIST 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 without shareholder 

approval. However, Met Series Fund 

and MIST represent that Rule 12b–1 fees 

of the Class B, Class D and Class E 

shares of the Replacement Funds issued 

in connection with the proposed 

substitutions will not be raised above 

the current rate without approval of a 

majority in interest of the respective 

Replacement Funds’ shareholders after 

the substitutions. 

23. The distributors of the Existing 

Funds pay to the Insurance Companies, 

or their affiliates, any 12b–1 fees 

associated with the class of shares sold 

to the Separate Accounts. Similarly, the 

distributors for MIST and Met Series 

Fund will receive from the applicable 

class of shares held by the Separate 

Accounts Rule 12b–1 fees in the same 

amount or a lesser amount than the 

amount paid by the Existing Funds, 

except as described above. 

24. Further, in addition to any Rule 

12b–1 fees, the investment advisers or 

distributors of the Existing Funds pay 

the Insurance Companies or one of their 

affiliates from 0 to 45 basis points for 

the Existing Funds’ classes of shares 

involved in the substitutions. Following 

the substitutions, these payments will 

not be made on behalf of the 

Replacement Funds. Rather, 25, 10 and 

15 basis points in Rule 12b–1 fees from 

the Replacement Funds (with respect to 

Class B, Class D and Class E shares, 

respectively) and profit distributions to 

members from the Replacement Funds’ 

advisers, will be available to the 

Insurance Companies. These profits 

from investment advisory fees may be 

more or less than the fees being paid by 

the Existing Funds. 

Applicants’ Legal Analysis and 

Conditions 

1. The Substitution Applicants 

request that the Commission issue an 

order pursuant to Section 26(c) of the 

Act approving the proposed 

substitutions. 

2. Applicants represent that the 

Contracts permit the applicable 

Insurance Company, subject to 

compliance with applicable law, to 

substitute shares of another investment 

company for shares of an investment 

company held by a sub-account of the 

Separate Accounts. The prospectuses for 

the Contracts and the Separate Accounts 

contain appropriate disclosure of this 

right. 

3. By a supplement to the 

prospectuses for the Contracts and the 

Separate Accounts, each Insurance 

Company has notified all owners of the 

Contracts of its intention to take the 

necessary actions, including seeking the 

order requested by this Application, to 

substitute shares of the funds as 

described herein. The supplement has 

advised 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 number of 

transfers (or exchanges) permitted 

without a transfer charge. The 

supplement also has informed 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 has also advised 

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. 

4. The proposed substitutions will 

take place at relative net asset value 

with no change in the amount of any 

Contract owner’s Contract value, cash 

value, or death benefit or in the dollar 

value of his or her investment in the 

Separate Accounts. 

5. The process for accomplishing the 

transfer of assets from each Existing 

Fund to its corresponding Replacement 

Fund will be determined on a case-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. All inkind redemptions from an Existing 

Fund of which any of the Substitution 

Applicants is an affiliated person will 

be effected in accordance with the 

conditions set forth in the Commission’s 

no-action letter issued to Signature 

Financial Group, Inc. (available 

December 28, 1999). 

6. Contract owners will not incur any 

fees or charges as a result of the 

proposed substitutions, nor will their 

rights or an Insurance Company’s 

obligations under the Contracts be 

altered in any way. All expenses 

incurred in connection with the 

proposed substitutions, including 

brokerage, legal, accounting, and other 

fees and expenses, will be paid by the 


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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. 

7. In addition to the prospectus 

supplements distributed to owners of 

Contracts, within five business days 

after the proposed substitutions are 

completed, Contract owners will be sent 

a written notice informing them that the 

substitutions were carried out and that 

they may make one transfer of all 

Contract value or cash value under a 

Contract invested in any one of the 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. 

8. Each Insurance Company also is 

seeking approval of the proposed 

substitutions from any state insurance 

regulators whose approval may be 

necessary or appropriate. 

9. The Substitution Applicants agree 

that for those who were Contract owners 

on the date of the proposed 

substitutions, the Insurance Companies 

will reimburse, on the last business day 

of each fiscal period (not to exceed a 

fiscal quarter) during the twenty-four 

months following the date of the 

proposed substitutions, those Contract 

owners whose sub-account invests in 

the Replacement Fund such that the 

sum of the Replacement Fund’s 

operating expenses and sub-account 

expenses (asset-based fees and charges 

deducted on a daily basis from subaccount assets and reflected in the 

calculation of sub-account unit values) 

for such period will not exceed, on an 

annualized basis, the sum of the 

Existing Fund’s operating expenses and 

sub-account expenses for fiscal year 

2007, except with respect to the DWS 

Conservative Allocation VIP/MetLife 

Moderate Strategy Portfolio, DWS 

Growth Allocation VIP/MetLife Growth 

Strategy Portfolio, DWS Moderate 

Allocation VIP/MetLife Balanced 

Strategy Portfolio, Legg Mason Partners 

Variable Equity Index Portfolio/MetLife 

Stock Index Portfolio, UIF Core Plus 

Fixed Income Portfolio/BlackRock Bond 

Income Portfolio, PIMCO (VIT) Total 

Return Portfolio/PIMCO Total Return 

Portfolio and Van Kampen LIT 

Comstock Portfolio/Van Kampen 

Comstock Portfolio substitutions. 

10. With respect to the DWS 

Conservative Allocation VIP/MetLife 

Moderate Strategy Portfolio, DWS 

Growth Allocation VIP/MetLife Growth 

Strategy Portfolio, DWS Moderate 

Allocation VIP/MetLife Balanced 

Strategy Portfolio, Legg Mason Partners 

Variable Equity Index Portfolio/MetLife 

Stock Index Portfolio, UIF Core Plus 

Fixed Income Portfolio/BlackRock Bond 

Income Portfolio, PIMCO (VIT) Total 

Return Portfolio/PIMCO Total Return 

Portfolio and Van Kampen LIT 

Comstock Portfolio/Van Kampen 

Comstock Portfolio substitutions, the 

reimbursement agreement with respect 

to the Replacement Fund’s operating 

expenses and sub-account expenses, 

will extend for the life of each Contract 

outstanding on the date of the proposed 

substitutions. 

11. The Substitution Applicants 

further agree that, except with respect to 

the DWS Conservative Allocation VIP/ 

MetLife Moderate Strategy Portfolio, 

DWS Growth Allocation VIP/MetLife 

Growth Strategy Portfolio, DWS 

Moderate Allocation VIP/MetLife 

Balanced Strategy Portfolio, Legg Mason 

Partners Variable Equity Index 

Portfolio/MetLife Stock Index Portfolio, 

UIF Core Plus Fixed Income Portfolio/ 

BlackRock Bond Income Portfolio, 

PIMCO (VIT) Total Return Portfolio/ 

PIMCO Total Return Portfolio and Van 

Kampen LIT Comstock Portfolio/Van 

Kampen Comstock Portfolio 

substitutions, the Insurance Companies 

will not increase total separate account 

charges (net of any reimbursements or 

waivers) for any existing owner of the 

Contracts on the date of the 

substitutions for a period of two years 

from the date of the substitutions. 

12. With respect to the DWS 

Conservative Allocation VIP/MetLife 

Moderate Strategy Portfolio, DWS 

Growth Allocation VIP/MetLife Growth 

Strategy Portfolio, DWS Moderate 

Allocation VIP/MetLife Balanced 

Strategy Portfolio, Legg Mason Partners 

Variable Equity Index Portfolio/MetLife 

Stock Index Portfolio, UIF Core Plus 

Fixed Income Portfolio/BlackRock Bond 

Income Portfolio, PIMCO (VIT) Total 

Return Portfolio/PIMCO Total Return 

Portfolio and Van Kampen LIT 

Comstock Portfolio/Van Kampen 

Comstock Portfolio substitutions, the 

agreement not to increase the separate 

account charges will extend for the life 

of each Contract outstanding on the date 

of the proposed substitutions. 

13. The Substitution Applicants 

submit that, in general, there is little 

likelihood that significant additional 

assets, if any, will be allocated to the 

above-listed Existing Funds and, 

therefore, because of the cost of 

maintaining such Funds as investment 

options under the Contracts, it is in the 

interest of shareholders to substitute the 

applicable Replacement Funds which 

are currently being offered as 

investment options by the Insurance 

Companies. 

14. In each case, the applicable 

Insurance Companies believe that it is 

in the best interests of the Contract 

owners to substitute the Replacement 

Fund for the Existing Fund. The 

Insurance Companies believe that in 

cases where the Replacement Fund has 

a new sub-adviser, 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. In certain 

substitutions, the same entity serves as 

sub-adviser for both the Existing Fund 

and the Replacement Fund. 

15. 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. 

16. The Substitution Applicants 

submit that none of the proposed 

substitutions is of the type that Section 

26(c) was designed to prevent. 

17. 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. 

18. 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, 

except for the DWS Conservative 

Allocation VIP/MetLife Moderate 

Strategy Portfolio, DWS Growth 

Allocation VIP/MetLife Growth Strategy 

Portfolio and DWS Moderate Allocation 


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Federal Register / Vol. 74, No. 60 / Tuesday, March 31, 2009 / Notices 14603 

VIP/MetLife Balanced Strategy Portfolio 

substitutions. 

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

relevant part, prohibits any affiliated 

person of a registered investment 

company, or any affiliated person of 

such person, acting as principal, from 

knowingly selling any security or other 

property to that company. Section 

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

the persons described above, acting as 

principals, from knowingly purchasing 

any security or other property from the 

registered company. 

20. Because shares held by a separate 

account of an insurance company are 

legally owned by the insurance 

company, the Insurance Companies and 

their affiliates collectively own of record 

substantially all of the shares of MIST 

and Met Series Fund. Therefore, MIST 

and Met Series Fund and their 

respective funds are arguably under the 

control of the Insurance Companies 

notwithstanding the fact that Contract 

owners may be considered the 

beneficial owners of those shares held 

in the Separate Accounts. If MIST and 

Met Series Fund and their respective 

funds are under the control of the 

Insurance Companies, then each 

Insurance Company is an affiliated 

person or an affiliated person of an 

affiliated person of MIST and Met Series 

Fund and their respective funds. If 

MIST and Met Series Fund and their 

respective funds are under the control of 

the Insurance Companies, then MIST 

and Met Series Fund and their 

respective funds are affiliated persons of 

the Insurance Companies. 

21. 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. 

22. The Insurance Companies, 

through their separate accounts in the 

aggregate own more than 5% of the 

outstanding shares of the following 

Existing Funds: Legg Mason Partners 

Variable Equity Index Portfolio, PIMCO 

(VIT) Total Return Portfolio, Pioneer 

Strategic Income VCT Portfolio, Van 

Kampen LIT Comstock Portfolio. 

Therefore, each Insurance Company is 

an affiliated person of those funds. 

23. Because the substitutions other 

than the DWS Conservative Allocation 

VIP/MetLife Moderate Strategy 

Portfolio, DWS Growth Allocation VIP/ 

MetLife Growth Strategy Portfolio and 

DWS Moderate Allocation VIP/MetLife 

Balanced Strategy Portfolio 

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). 

24. Section 17(b) of the Act provides 

that the Commission may, upon 

application, grant an order exempting 

any transaction from the prohibitions of 

Section 17(a) if the evidence establishes 

that: (a) The terms of the proposed 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned; (b) the proposed transaction 

is consistent with the policy of each 

registered investment company 

concerned, as recited in its registration 

statement and records filed under the 

Act; and (c) the proposed transaction is 

consistent with the general purposes of 

the Act. 

25. 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, 

as described in this Application, 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: (a) 

MIST and of its Janus Forty, PIMCO 

Total Return, Pioneer Strategic Income 

and Van Kampen Comstock Portfolios; 

and (b) Met Series Fund and of its 

MetLife Stock Index and BlackRock 

Bond Income 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 

set forth above are consistent with the 

general purposes of the Act. 

26. To the extent that the in-kind 

purchases by the Insurance Company of 

the Replacement Funds’ shares are 

deemed to involve principal 

transactions among affiliated persons, 

the procedures described below should 

be sufficient to assure that the terms of 

the proposed transactions are reasonable 

and fair to all participants. The Section 

17 Applicants maintain that the terms of 

the proposed in-kind purchase 

transactions, including the 

consideration to be paid and received by 

each fund involved, are reasonable, fair 

and do not involve overreaching 

principally because the transactions will 

conform with all but one of the 

conditions enumerated in Rule 17a–7. 

The proposed transactions will take 

place at relative net asset value in 

conformity with the requirements of 

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

1 thereunder with no change in the 

amount of any Contract owner’s contract 

value or death benefit or in the dollar 

value of his or her investment in any of 

the Separate Accounts. Contract owners 

will not suffer any adverse tax 

consequences as a result of the 

substitutions. The fees and charges 

under the Contracts will not increase 

because of the substitutions. Even 

though the Separate Accounts, the 

Insurance Companies, MIST and Met 

Series Fund may not rely on Rule 17a– 

7, the Section 17 Applicants believe that 

the Rule’s conditions outline the type of 

safeguards that result in transactions 

that are fair and reasonable to registered 

investment company participants and 

preclude overreaching in connection 

with an investment company by its 

affiliated persons. In addition, as stated 

above, the in-kind redemptions will 

only be made in accordance with the 

conditions set out in the Signature 

Financial Group no-action letter 

(December 29, 1999). 

27. 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 

proposed substitutions will be such as 

to offer the same degree of protection to 

each Replacement Fund from 

overreaching that Rule 17a–7 provides 


tjames on PRODPC61 with NOTICES
14604 Federal Register / Vol. 74, No. 60 / Tuesday, March 31, 2009 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 59307 

(January 28, 2009), 74 FR 6069 (SR–BX–2009–005). 

4Securities Exchange Act Release No. 59154 

(December 23, 2008), 73 FR 80468 (December 31, 

2008) (SR–BSE–2008–48). 

5The Exchange previously adopted fees 

applicable solely to its members. See Securities 

Exchange Act Release No. 59337 (February 2, 2009), 

74 FR 6441 (February 9, 2009) (SR–BX–2009–004). 

6See proposed Equity Rule 7023. 

7See proposed Equity Rule 7019. 

8 Id. 

9See proposed Equity Rule 7025. 

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 

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. 

28. 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 

policies and restrictions of the 

Investment Companies and the 

Replacement Funds because (a) the 

shares are sold at their net asset value, 

and (b) 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. 

29. 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. 

30. The Section 17 Applicants 

represent that the proposed in-kind 

purchases meet all of the requirements 

of Section 17(b) of the Act and request 

that the Commission issue an order 

pursuant to Section 17(b) of the Act 

exempting the Separate Accounts, the 

Insurance Companies, MIST, Met Series 

Fund and each Replacement Fund from 

the provisions of Section 17(a) of the 

Act to the extent necessary to permit the 

Insurance Companies on behalf of the 

Separate Accounts to carry out, as part 

of the substitutions, the in-kind 

purchase of shares of the Replacement 

Funds which may be deemed to be 

prohibited by Section 17(a) of the Act. 

Conclusion 

Applicants assert that for the reasons 

summarized above that the proposed 

substitutions and related transactions 

meet the standards of Section 26(c) of 

the Act and are consistent with the 

standards of Section 17(b) of the Act 

and that the requested orders should be 

granted. 

For the Commission, by the Division of 

Investment Management pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7086 Filed 3–30–09; 8:45 am] 

BILLING CODE 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59615; File No. SR–BX– 

2009–005] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Order 

Approving Proposed Rule Change To 

Establish New Fees for Services 

Available to Members and NonMembers 

March 20, 2009. 

I. Introduction 

On January 14, 2009, NASDAQ OMX 

BX, Inc. (‘‘BX’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to adopt fees applicable to 

members and non-members in 

connection with its cash equities trading 

business. The proposed rule change was 

published for comment in the Federal 

Register on February 4, 2009.3 The 

Commission did not receive any 

comment letters on the proposal. This 

order approves the proposed rule 

change. 

II. Description of the Proposal 

Pursuant to SR–BSE–2008–48, the 

Exchange adopted a new rulebook with 

rules governing membership, the 

regulatory obligations of members, 

listing, and equities trading.4 The new 

rules, which are designated as the 

‘‘Equity Rules,’’ are substantially based 

on the rules of The NASDAQ Stock 

Market LLC (the ‘‘NASDAQ Exchange’’). 

Through this proposal, the Exchange 

seeks to establish non-member and 

member fees for its cash equities trading 

business.5 The Exchange states that the 

proposed fee schedule is similar to the 

NASDAQ Exchange but differs in that it 

omits several fees that are not pertinent 

to the Exchange’s business and differs in 

the level of certain fees. 

A. Market Data 

The Exchange proposes to establish 

fees for its BX TotalView data product. 

Like NASDAQ TotalView, BX 

TotalView will provide all displayed 

quotes and orders in the market, with 

attribution to the relevant market 

participant, at every price level, as well 

as total displayed anonymous interest at 

every price level. In recognition of the 

start-up nature of the new market, the 

data feed will be provided free of charge 

to subscribers and distributors for the 

first year of operation. 

After the initial free period, 

subscribers to BX TotalView will pay a 

monthly charge of $20; however, new 

subscribers receiving BX TotalView for 

the first time after the expiration of the 

one-year introductory period will be 

able to use the product free of charge for 

an individual 30-day trial period.6

Distributors of BX TotalView will pay a 

$1,000 monthly fee to receive the data 

directly from the Exchange, since the 

Exchange incurs costs to support the 

connection to each direct distributor; 

indirect distributors (i.e., those 

receiving data from a direct distributor) 

would not pay this charge.7 Distributors 

will also pay a $500 monthly fee to 

distribute the data feed internally (i.e., 

to employees) and a $1,250 monthly fee 

to distribute to external customers.8

All of the foregoing fees will be 

waived during the initial free period. 

Upon approval of this filing, however, 

the Exchange will begin to assess a 

limited number of fees in connection 

with data provision. Specifically, 

extranet providers that connect to the 

Exchange to provide direct access 

connectivity to market data will be 

charged a monthly access fee of $750 for 

each technical configuration used to 

provide a connection to a recipient’s 

site.9 In addition, data distributors will 


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