MetLife Insurance Company of Connecticut, et al.

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”), 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 Twenty-Eight, 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.

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 (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.

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

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 sub-advisers 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 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 Mid-Cap Value Portfolio/Lord Abbett Mid-Cap 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 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 sub-account to one or more other sub-accounts without the transfer (or exchange) being treated as one of a limited number of permitted transfers (or exchanges) or a limited 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 sub-accounts without the transfer (or exchange) being treated as one of a limited number of permitted transfers (or exchanges) or a limited number of transfers (or exchanges) permitted without a transfer charge.

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-by-case basis. In most cases, it is expected that the substitutions will be effected by redeeming shares of an Existing Fund for cash and using the cash to purchase shares of the Replacement Fund. In certain other cases, it is expected that the substitutions will be effected by redeeming the shares of an Existing Fund in-kind; those assets will then be contributed in-kind to the corresponding Replacement Fund to purchase shares of that Fund.

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 sub-accounts on the date of the notice to one or more other sub-accounts available under their Contract at no cost and without regard to the usual limit on the frequency of transfers from the variable account options to the fixed account options. The notice will also reiterate that (other than with respect to “market timing” activity) the Insurance Company will not exercise any rights reserved by it under the Contracts to impose additional restrictions on transfers or to impose any charges on transfers until at least 30 days after the proposed substitutions. The Insurance Companies will also send each Contract owner current prospectuses for the Replacement Funds involved to the extent that they have not previously received a copy.

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/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 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 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 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.