shares of VIP Growth Portfolio, respectively

    116. In the following substitutions, the management fee of the
Replacement Fund is higher than that of the respective Existing Fund:

 Equity and Income Portfolio/MFS Total Return Portfolio--
management fee is 11 basis points higher
 VIP Growth and Income Portfolio/Lord Abbett Growth and Income
Portfolio--management fee is 3 basis points higher
 VIP Growth Portfolio/T. Rowe Price Large Cap Stock Portfolio--
management fee is 3 basis points higher
 VIP Asset Manager Portfolio/MFS Total Return Portfolio--
management fee is 5 basis points higher
 Balanced Portfolio/MFS Total Return Portfolio--management fee
is 2 basis points higher

    117. 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 for fiscal year 2005 and the net expense ratio for the
respective Replacement Fund.
    118. Except as stated above for Contract owners with account
balances in certain classes of 5 of the 30 funds involved in the
substitutions, the substitutions will result in decreased net expense
ratios (ranging from 2 basis points to 37 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. The Insurance Companies
considered the performance history of the Existing Funds and the
Replacement Funds and determined that no Contract owners would be
materially adversely affected as a result of the substitutions.
    119. In addition, 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.
    120. MetLife Advisers, LLC or Met Investors Advisory, LLC is the
adviser of each of the Replacement Funds. Each Replacement Fund
currently offers, or by May 1, 2006 will offer, up to five classes of
shares, three of which, Class A, Class B and Class F, 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 F shares have adopted a Rule 12b-1 distribution plan
whereby up to 0.50% and 0.50% of a Fund's assets attributable to its
Class B shares and Class F 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 0.20% for Class F
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.
    121. While each Replacement Fund's Class B and Class F Rule 12b-1
fees can be raised to 0.50% and 0.50%, respectively, of net assets by
the Fund's Board of Trustees/Directors, the Rule 12b-1 fees of 0.25% of
the Existing Funds' shares cannot be raised by the Fund's Board of
Trustees, without shareholder approval, except as follows:

AllianceBernstein Large Cap Growth Portfolio--can be raised by the
Board up to 0.50%
AllianceBernstein Growth and Income Portfolio--can be raised by the
Board up to 0.50%
Mutual Shares Securities Fund--can be raised by the Board up to 0.35%
Templeton Growth Securities Fund--can be raised by the Board up to
0.35%
Van Kampen LIT Emerging Growth Portfolio--can be raised by the Board up
to 0.35%
Van Kampen LIT Money Market Portfolio--can be raised by the Board up to
0.35%

    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.
    122. Met Series Fund and MIST represent that, except as set forth
in the following sentence, Rule 12b-1 fees for the Replacement Funds'
Class B shares issued in connection with the proposed substitutions
will not be raised above 0.25% of net assets without approval of a
majority in interest of those Contract owners whose shares were
involved in the proposed substitutions. For the following
substitutions, Rule 12b-1 fees for the Replacement Funds' Class B

shares will not exceed the amounts set forth below:

AllianceBernstein Growth and Income Portfolio/Lord Abbett Growth and
Income Portfolio--0.35%
Van Kampen LIT Emerging Growth Portfolio/Janus Aggressive Growth
Portfolio--0.35%
Van Kampen LIT Money Market Portfolio/BlackRock Money Market
Portfolio--0.35%
Mutual Shares Securities Fund/Lord Abbett Growth and Income Portfolio--
0.35%

    123. In addition, with respect to Class F shares issued in
connection with the proposed substitutions, the 12b-1 fee of 0.20% will
not be raised without approval of a majority in interest of those
Contract owners whose shares were involved in the proposed
substitutions.
    124. Appendix 1 describes each proposed substitution with respect
to the amount of each Fund's assets, comparative performance history
and comparative fund expenses. Performance history takes into account
the one-, three-, five- and ten-year periods ended December 31, 2005.
If the Replacement Fund has not been in existence for a significant
period of time, the performance of a comparable fund managed by the
same sub-adviser with substantially similar investment objectives and
policies as the Replacement Fund, may be used. The Substitution
Applicants represent that this use of comparable fund performance
rather than a sub-adviser's applicable composite performance is not
materially misleading. Comparative fund expenses are based on actual
expenses including waivers for the year ended December 31, 2005 or for
Funds commencing operations in 2005, estimated expenses including
waivers for the year ended December 31, 2006. Where a Fund has multiple
classes of shares involved in the proposed substitution, the expenses
of each class are presented. Current Rule 12b-1 fees are also the
maximum 12b-1 fees unless otherwise noted in the fee tables.
    125. 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, the subaccount
investing 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 2005, except with respect to
the AIM V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced
Portfolio (Institutional Class only)/MFS Total Return Portfolio, VIP
Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio and
VIP Growth Portfolio (Initial Class and Service Class 2 shares only)/T.
Rowe Price Large Cap Growth Portfolio substitutions.
    126. The Substitution Applicants agree that with respect to the AIM
V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced Portfolio
(Institutional Class only)/MFS Total Return Portfolio, VIP Growth and
Income Portfolio/Lord Abbett Growth and Income Portfolio and VIP Growth
Portfolio (Initial Class and Service Class 2 shares only)/T. Rowe Price
Large Cap Growth Portfolio substitutions, the Insurance Companies will
reimburse, on the last business day of each fiscal period (not to
exceed a fiscal quarter) during the for the life of each Contract
outstanding on the date of the proposed substitutions, the subaccount
investing 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 2005.
    127. The Substitution Applicants further agree that, except with
respect to the AIM V.I. Basic Balanced Fund/MFS Total Return Portfolio,
Balanced Portfolio (Institutional Class only)/MFS Total Return
Portfolio, VIP Growth and Income Portfolio/Lord Abbett Growth and
Income Portfolio and VIP Growth Portfolio (Initial Class and Service
Class 2 shares only)/T. Rowe Price Large Cap Growth 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 AIM
V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced Portfolio
(Institutional Class only)/MFS Total Return Portfolio, VIP Growth and
Income Portfolio/Lord Abbett Growth and Income Portfolio and VIP Growth
Portfolio (Initial Class and Service Class 2 shares only)/T. Rowe Price
Large Cap Growth Portfolio substitutions, the agreement not to increase
separate account charges will extend for the life of each Contract
outstanding on the date of the proposed substitutions.
    128. 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 number of transfers (or
exchanges) permitted without a transfer charge. The supplement also
will inform Contract owners that the Insurance Company will not
exercise any rights reserved under any Contract to impose additional
restrictions on transfers until at least 30 days after the proposed
substitutions. The one exception to this is that the Insurance
Companies may impose restrictions on transfers to prevent or limit
``market timing'' activities by Contract owners or agents of Contract
owners. 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.
    129. 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. 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.
    130. In most cases, it is expected that the substitutions will be
effected by redeeming shares of an Existing Fund for cash and using the
cash to purchase shares of the Replacement Fund. In certain other
cases, it is expected that the substitutions will be effected by
redeeming the shares of an Existing Fund in-kind; those assets will
then be contributed in-kind to the corresponding Replacement Fund to
purchase shares of that Fund. All in-kind redemptions from an Existing
Fund of which any of the Substitution Applicants is an affiliated
person will be effected in accordance with the conditions set forth in
the Commission's no-action letter issued to Signature Financial Group,
Inc. (available December 28, 1999). In-kind purchases of shares of a
Replacement Fund will be conducted as described below.
    131. 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.
    132. 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.
    133. Each Insurance Company also is seeking approval of the
proposed substitutions from any state insurance regulators whose
approval may be necessary or appropriate.

Applicants' Legal Analysis

    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. Specifically, Section 26(c) states:

    It shall be unlawful for any depositor or trustee of a
registered unit investment trust holding the security of a single
issuer to substitute another security for such security unless the
Commission shall have approved such substitution. The Commission
shall issue an order approving such substitution if the evidence
establishes that it is consistent with the protection of investors
and the purposes fairly intended by the policy and provision of this
title.

    2. The Substitution Applicants note 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. The Substitution Applicants state that the Contracts expressly
reserve or by implication 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. The Substitution Applicants note that in the case of the AIM
V.I. Basic Balanced Fund/MFS Total Return Portfolio, Balanced Portfolio
(Institutional Class only)/MFS Total Return Portfolio, VIP Growth and
Income Portfolio/Lord Abbett Growth and Income Portfolio and VIP Growth
Portfolio (Initial Class and Service Class 2 shares only)/T. Rowe Price
Large Cap Growth Portfolio substitutions, for affected Contract owners,
the Replacement Fund's net expenses will not, for the life of the
Contracts, exceed the 2005 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, as described
above, 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 expense ratio difference between the
Existing Funds' 2005 net expense ratio and the net expense ratios for
the Replacement Funds.
    5. The Substitution Applicants assert 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
Substitution Applicants submit that 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: AllianceBernstein Large Cap Growth
Portfolio, AllianceBernstein Growth and Income Portfolio, Delaware VIP
REIT Series, Appreciation Portfolio, VIP Asset Manager Portfolio, VIP
Growth Portfolio, Balanced Portfolio, (Janus Aspen Series) Growth and
Income Portfolio, Growth and Income Portfolio, Mid-Cap Value Portfolio,
Templeton Growth Securities Fund and Van Kampen LIT Emerging Growth
Portfolio.
    6. The Substitution Applicants submit 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.

    7. 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.
    8. 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.
    9. In addition to the foregoing, the Substitution Applicants
generally submit that the proposed substitutions meet the standards
that the Commission and its staff have applied to similar substitutions
that the Commission has in the past approved. In every proposed
substitution except for four substitutions where expense offsets will
be applied if 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.
    10. The Substitution Applicants stated that they anticipate the
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
Substitution Applicants believe that 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.
    11. The Substitution Applicants contend that none of the proposed
substitutions is of the type that Section 26(c) was designed to
prevent. Unlike traditional unit investment trusts where a depositor
could only substitute an investment security in a manner which
permanently affected all the investors in the trust, the Contracts
provide each Contract owner with the right to exercise his or her own
judgment and transfer Contract or cash values into other sub-accounts.
Moreover, the Contracts will offer Contract owners the opportunity to
transfer amounts out of the affected sub-accounts into any of the
remaining sub-accounts without cost or other disadvantage. The
Substitution Applicants believe that the proposed substitutions,
therefore, will not result in the type of costly forced redemption
which Section 26(c) was designed to prevent.
    12. The Substitution Applicants further contend that 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.
    13. 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.
    14. The Section 17 Applicants note that 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.
    15. The Section 17 Applicants assert that Section 2(a)(3) of the
Act defines the term ``affiliated person of another person'' in
relevant part as:

    (A) any person directly or indirectly owning, controlling, or
holding with power to vote, 5 per centum or more of the outstanding
voting securities of such person; (B) any person 5 per centum or
more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such
person; (C) any person directly or indirectly controlling,
controlled by, or under common control with, such other person; * *
* (E) if such other person is an investment company, any investment
adviser thereof * * *.

    16. The Section 17 Applicants note that 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.
    17. The Section 17 Applicants note that 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 five percent 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.
    18. The Section 17 Applicants note that in addition to the above,
the Insurance Companies, through their separate accounts in the
aggregate own more than five percent of the outstanding shares of the
following Existing Funds: AllianceBernstein Large Cap Growth Portfolio,
AllianceBernstein Growth and Income Portfolio, Delaware VIP REIT
Series, Templeton Growth Securities Fund, Mid-Cap Value Portfolio,
Equity and Income Portfolio, Global Franchise Portfolio, Van Kampen LIT
Emerging Growth Portfolio, Van Kampen LIT Money Market Portfolio,
(Janus Aspen Series) Growth and Income Portfolio, Growth and Income
Portfolio, MFS Money Market Series, Lazard Retirement Small Cap
Portfolio and VIP Growth Portfolio. Therefore, each Insurance Company
is an affiliated person of those funds.

    19. The Section 17 Applicants assert that 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 that it is
prudent 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.
    20. The Section 17 Applicants note that 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.
    21. The Section 17 Applicants submit that 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: (1) MIST and of its Lord Abbett Growth and
Income, Neuberger Berman Real Estate, Third Avenue Small Cap Value,
Lord Abbett Mid Cap Value, Oppenheimer Capital Appreciation and Janus
Aggressive Growth Portfolios; and (2) Met Series Fund and of its T.
Rowe Price Large Cap Growth, MFS Total Return, Oppenheimer Global
Equity, Salomon Strategic Bond Portfolio and BlackRock Money Market
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.
    22. The Section 17 Applicants note that 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.
    23. The Section 17 Applicants assert that when the Commission first
proposed, and then adopted, Rule 17a-7, it noted that the purpose of
the Rule was to eliminate the filing and processing of applications
``in circumstances where there appears to be no likelihood that the
statutory finding for a specific exemption under Section 17(b) could
not be made'' by establishing ``conditions as to the availability of
the exemption to those situations where the Commission, upon the basis
of its experience, considers that there is no likelihood of
overreaching of the investment companies participating in the
transaction.'' The Section 17 Applicants assert that where, as here,
they or the relevant investment company would comply in substance with
most, but not all of the conditions of the Rule, the Commission should
consider the extent to which they would meet these or other similar
conditions and issue an order if the protections of the Rule would be
provided in substance.
    24. The Section 17 Applicants stated that, the Commission explained
its concerns with transactions of the type covered by Rule 17a-7 when
it amended the Rule in 1981 to also exempt certain purchase and sale
transactions between an investment company and a non-investment company
affiliate. Previously, the Rule had only exempted transactions between
investment companies and series of investment companies. Its expansion
to cover transactions between an investment company (or series thereof)
and a non-investment company affiliate demonstrates that such
transactions can be reasonable and fair and not involve overreaching.
The Commission stated:

    The Commission is concerned that this practice--left unregulated
and in violation of Section 17(a)--could result in serious harm to
registered investment companies. For example, an unscrupulous
investment adviser might ``dump'' undesirable securities on a
registered investment company or transfer desirable securities from
a registered investment company to another more favored advisory
client in the complex. Moreover, the transaction could be effected
at a price which is disadvantageous to the registered investment
company.
    Nevertheless, upon considering the matter, the Commission
believes that it would be appropriate to exempt by rulemaking
certain of these transactions provided that certain conditions,
described below, are met. Accordingly, the Commission proposes to
amend Rule 17a-7 to exempt certain transactions which heretofore
have not been exempted by the rule, both with respect to the persons
which could participate in the transaction, and the securities which
could be purchased and sold. The Commission has determined that the
proposed expansion of the rule is consistent with the existing
rule's purposes (1) to eliminate the necessity of filing and
processing applications under circumstances where there appears to
be little likelihood that the statutory finding for a specific
exemption under Section 17(b) of the Act could not be made, and (2)
to permit investment companies which heretofore had chosen to avoid
the application procedures of Section 17(b) of the Act by purchasing
and

selling securities on the open market, thereby incurring actual
brokerage charges, to avoid the payment of brokerage commissions by
effecting such transactions directly. Moreover, the proposed
amendment would enhance the role of disinterested directors as
watchdogs to protect shareholder interest.

    25. The Section 17 Applicants state that 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.
    26. The Section 17 Applicants assert that 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.
    27. The Section 17 Applicants contend that the proposed Insurance
Company in-kind purchases, as described herein, are consistent with the
general purposes of the Act as stated in the Findings and Declaration
of Policy in Section 1 of the Act. The proposed transactions do not
present any of the conditions or abuses that the Act was designed to
prevent. In particular, Sections 1(b)(2) and (3) of the Act state,
among other things, that the national public interest and the interest
of investors are adversely affected

when investment companies are organized, operated, managed, or their
portfolio securities are selected in the interest of directors,
officers, investment advisers, depositors, or other affiliated
persons thereof, or in the interests of other investment companies
or persons engaged in other lines of business, rather than in the
interest of all classes of such companies' security holders; * * *
when investment companies issue securities containing inequitable or
discriminatory provisions, or fail to protect the preferences and
privileges of the holders of their outstanding securities * * *.

    For all the reasons stated throughout this notice, the abuses
described in Sections 1(b)(2) and (3) of the Act will not occur in
connection with the proposed in-kind purchases.
    28. The Section 17 Applicants note that the Commission has
previously granted exemptions from Section 17(a) in circumstances
substantially similar in all material respects to those presented in
this Application to applicants affiliated with an open-end management
investment company that proposed to purchase shares issued by the
company with investment securities of the type that the company might
otherwise have purchased for its portfolio. In these cases, the
Commission issued an order pursuant to Section 17(b) of the Act where
the expense of liquidating such investment securities and using the
cash proceeds to purchase shares of the investment company would have
reduced the value of investors' ultimate investment in such shares.
    29. The Section 17 Applicants 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.
    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
that an exemption should be granted, to the extent necessary, from the
provisions of Section 17(a).

Conclusion

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

    For the Commission, by the Division of Investment Management,
under delegated authority.
Nancy M. Morris,
Secretary.

Appendix 1

1. AllianceBernstein Large Cap Portfolio--T. Rowe Price Large Cap
Growth Portfolio

    The aggregate amount of assets in the AllianceBernstein Large Cap
Growth Portfolio as of December 31, 2005 was approximately $1.243
billion. As of December 31, 2005, T. Rowe Price Large Cap Growth
Portfolio's assets were approximately $370 million. As set forth below,
the historical performance of T. Rowe Price Large Cap Growth Portfolio
for the three- and five-year periods ended December 31, 2005 was
comparable to or exceeded that of AllianceBernstein Large Cap
Portfolio. For the one-year period ended December 31, 2005, the
performance of AllianceBernstein Large Cap Growth Portfolio exceeded
that of T. Rowe Price Large Cap Growth Portfolio. T. Rowe Price Large
Cap Portfolio's Class B shares commenced operations on July 30, 2002.

                                [Percent]
------------------------------------------------------------------------
                                AllianceBernstein    T. Rowe Price Large
                                Large Cap Growth        Cap Portfolio
                              Portfolio  (Class B)        (Class B)
------------------------------------------------------------------------
One Year....................                 14.84                  6.33
Three Years.................                 15.36                *15.11
Five Years..................                 -2.59                *0.92
------------------------------------------------------------------------
* For each period beyond one year performance is based on the
  performance of Class A shares adjusted to include effect of 0.25% 12b-
  1 fees for Class B shares.

    In addition, as set forth below, the management fee and total
operating expenses of T. Rowe Price Large Cap Portfolio are lower than
those of AllianceBernstein Large Cap Growth Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                AllianceBernstein    T. Rowe Price Large
                                Large Cap Growth        Cap Portfolio
                              Portfolio  (Class B)        (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.60
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.06                  0.12
Total Expenses..............                  1.06                  0.97
Waivers.....................  ....................                 *0.01
Net Expenses................                  1.06                 0.96
------------------------------------------------------------------------
* Voluntary waiver which can be discontinued at any time.

2. AllianceBernstein Growth and Income Portfolio--Lord Abbett Growth
and Income

    The aggregate amount of assets in the AllianceBernstein Growth and
Income Portfolio as of December 31, 2005 was approximately $2.645
billion. As of December 31, 2005, Lord Abbett Growth and Income
Portfolio's assets were approximately $3.116 billion. As set forth
below, the historical performance of Lord Abbett Growth and Income
Portfolio for the one-, three- and five-year periods ended December 31,
2005 has been comparable to that of AllianceBernstein Growth and Income
Portfolio. Class B shares of Lord Abbett Growth and Income Portfolio
commenced operations on March 22, 2001.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  AllianceBernstein     Lord Abbett Growth and Income Portfolio
                                                  Growth and Income  -------------------------------------------
                                                      (Class B)             (Class B)             (Class A)
----------------------------------------------------------------------------------------------------------------
One Year......................................                  4.82                  3.39                  3.68
Three Years...................................                 15.43                 15.04                 15.34
Five Years....................................                  3.67                 *3.23                 3.48
----------------------------------------------------------------------------------------------------------------
* For each period beyond three years performance is based on the performance of the Class A shares adjusted to
  include the effect of 0.25% 12b-1 fees for Class B shares.

    In addition, as set forth below, the management fee and total
operating expenses of Lord Abbett Growth and Income Portfolio are lower
than those of AllianceBernstein Growth and Income Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  AllianceBernstein     Lord Abbett Growth and Income Portfolio
                                                  Growth and Income  -------------------------------------------
                                                  Portfolio  (Class
                                                         B)*                (Class B)             (Class A)
----------------------------------------------------------------------------------------------------------------
Management Fee................................                  0.55                  0.50                  0.50
12b-1 Fee.....................................      0.25 \+\ (0.50%)      0.25 \+\ (0.35%)
Other Expenses................................                  0.05                  0.04                  0.04
Total Expenses................................                  0.85                  0.79                  0.54
Waivers.......................................  ....................  ....................  ....................
Net Expenses..................................                  0.85                  0.79                 0.54
----------------------------------------------------------------------------------------------------------------
* Separate Account UL Contract owners will receive Class A shares of Lord Abbett Growth and Income Portfolio.
\+\ Trustees can increase 12b-1 fee to this amount without shareholder approval.

3. Delaware VIP REIT Series--Neuberger Berman Real Estate Portfolio

    The aggregate amount of assets in the Delaware VIP REIT Series as
of December 31, 2005 was approximately $840 million. As of December 31,
2005, Neuberger Berman Real Estate Portfolio's assets were
approximately $572 million. The Substitution Applicants believe that
there is no adequate comparable performance information because
Neuberger Berman Real Estate Portfolio commenced operations on May 1,
2004. Consequently, Neuberger Berman Real Estate does not have a
significant performance history. The Substitution Applicants believe
that Neuberger Berman Real Estate Portfolio, as set forth below, based
on its short-term performance and the performance history of its
comparable retail mutual fund for the one- and three-years ended
December 31, 2005 (whose expenses are higher than those of the
Replacement Fund), will have over the long-term, good performance.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                                        Neuberger Berman      Neuberger Berman
                                                  Delaware VIP REIT        Real Estate           Real Estate
                                                 Series  (Standard)   Portfolio  (Class A)   Portfolio  (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 17.17                 13.61                 13.08
Three Years...................................                 23.67  ....................                 27.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Neuberger
Berman Real Estate Portfolio is lower than that of Delaware VIP REIT
Series and total operating expenses of each Portfolio, are the same.

                                [Percent]
------------------------------------------------------------------------
                                                      Neuberger Berman
                                Delaware VIP REIT        Real Estate
                               Series  (Standard)   Portfolio  (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.73                  0.67
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.12                  0.03
Total Expenses..............                  0.85                  0.70
Waivers.....................  ....................  ....................
Net Expenses................                  0.85                  0.70
------------------------------------------------------------------------

4. Appreciation Portfolio--T. Rowe Price Large Cap Growth Portfolio

    The aggregate amount of assets in the Appreciation Portfolio as of
December 31, 2005 was approximately $785 million. As of December 31,
2005, T. Rowe Price Large Cap Growth Portfolio's assets were
approximately $371 million. As set forth below, the historical
performance of the T. Rowe Price Large Cap Growth Portfolio for the
one-, three- and five-year periods ended December 31, 2005 has exceeded
that of Appreciation Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                  Appreciation       T. Rowe Price Large
                               Portfolio  (Service  Cap Growth Portfolio
                                     Shares)              (Class A)
------------------------------------------------------------------------
One Year....................                  4.38                  6.59
Three Years.................                  9.93                 15.30
Five Years..................                  0.07                  1.17
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of T. Rowe Price Large Cap Growth Portfolio are
lower than those of Appreciation Fund.

                                [Percent]
------------------------------------------------------------------------
                                  Appreciation       T. Rowe Price Large
                               Portfolio  (Service  Cap Growth Portfolio
                                     Shares)              (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.60
12b-1 Fee...................                  0.25  ....................
Other Expenses..............                  0.05                  0.12
Total Expenses..............                  1.05                  0.72
Waivers.....................  ....................               \+\0.01
Net Expenses................                  1.05                 0.71
------------------------------------------------------------------------
\+\ Voluntary waiver which can be discontinued at any time.

5. VIP Asset Manager Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in the Asset Manager Portfolio as of
December 31, 2005 was $2.497 billion. As of December 31, 2005, MFS
Total Return Portfolio's assets were approximately $511 million. As set
forth below, the historical performance of MFS Total Return Portfolio
has, except for the one year ended December 31, 2005, exceeded that of
Asset Manager Portfolio for the one-, three-, five- and ten-year
periods ended December 31, 2005.

                                [Percent]
------------------------------------------------------------------------
                                  Asset Manager       MFS Total Return
                               Portfolio  (Service    Portfolio  (Class
                                    Class 2)                 F)*
------------------------------------------------------------------------
One Year....................                  3.78                  2.92
Three Years.................                  8.70                 10.11
Five Years..................                  2.24                  3.89
Ten Years...................                  6.54                 8.30
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for each period is based on the performance
  of Class A shares adjusted to include the effect of 0.20% 12b-1 fees
  for Class F shares.

    In addition, as set forth below, the combined management fee and
12b-1 fee are the same, and total operating expenses of MFS Total
Return Portfolio are less than, those of Asset Manager Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                  Asset Manager       MFS Total Return
                               Portfolio  (Service    Portfolio  (Class
                                    Class 2)                 F)*
------------------------------------------------------------------------
Management Fee..............                  0.52                  0.57
12b-1 fee...................                  0.25                  0.20
Other Expenses..............                  0.13                  0.04
Total Expenses..............                  0.90                  0.81
Waivers.....................               \+\0.01  ....................
Net Expenses................                  0.89                 0.81
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.
\+\ Voluntary waiver which may be discontinued at any time.

6. Mutual Shares Securities Fund--Lord Abbett Growth and Income
Portfolio

    The aggregate amount of assets in the Mutual Shares Securities Fund
as of December 31, 2005 was approximately $3.857 billion. As of
December 31, 2005, Lord Abbett Growth and Income Portfolio's assets
were approximately $3.116 billion. As set forth below, the historical
performance of Lord Abbett Growth and Income for the one year period
ended December 31, 2005 was less than that of Mutual Shares Securities
Fund and was comparable to the performance of Mutual Shares Securities
Fund for the three-year period ended December 31, 2005.

                                [Percent]
------------------------------------------------------------------------
                                  Mutual Shares      Lord Abbett Growth
                                 Securities Fund    and Income Portfolio
                                    (Class 2)             (Class B)
------------------------------------------------------------------------
One Year....................                 10.55                  3.39
Three Years.................                 15.94                 15.04
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of Lord Abbett Growth and Income Portfolio, are
lower than those of Mutual Shares Securities Fund.

                                [Percent]
------------------------------------------------------------------------
                                  Mutual Shares      Lord Abbett Growth
                                 Securities Fund    and Income Portfolio
                                    (Class 2)             (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.60                  0.50
12b-1 Fee...................         0.25 * (0.35)         0.25 * (0.35)
Other Expenses..............                  0.18                  0.04
Total Expenses..............                  1.03                  0.74
Waivers.....................  ....................  ....................
Net Expenses................                  1.03                 0.74
------------------------------------------------------------------------
* Trustees may increase 12b-1 fee to this amount without shareholder
  approval.

7. Templeton Growth Securities Fund--Oppenheimer Global Equity
Portfolio

    The aggregate amount of assets in the Templeton Growth Securities
Fund as of December 31, 2004 was approximately $2.692 billion. As of
December 31, 2005, Oppenheimer Global Equity Portfolio's assets were
$275 million. As set forth below, the historical performance of
Oppenheimer Global Equity Portfolio for the one-, three- and five-year
period ended December 31, 2005 has generally exceeded that of Templeton
Growth Securities Portfolio. However, effective May 1, 2005, the
Oppenheimer Global Equity Portfolio changed its sub-adviser to
OppenheimerFunds, Inc. and the Portfolio also changed its investment
objective and principal investment strategies. The Substitution
Applicants believe that the historical performance information of
Oppenheimer Global Equity Portfolio does not provide an adequate basis
to compare performance. The Substitution Applicants believe that the
Oppenheimer Global Equity Portfolio will provide superior performance
based on the performance history of its comparable retail fund for the
one-, three- and five-year periods ended December 31, 2005 (whose
expenses are higher than those of the Replacement Fund), which
performance has generally exceeded that of Templeton Growth Securities
Fund. Templeton Growth Securities Fund Class 1 and Class 2 shares will
generally be substituted by Class A and Class B shares, respectively,
of Oppenheimer Global Equity Portfolio. For certain separate account
substitutions, Contract owners will receive Class A shares of
Oppenheimer Global Equity Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  Templeton Growth     Oppenheimer Global    Oppenheimer Global
                                                   Securities Fund      Equity Portfolio      Equity Portfolio
                                                      (Class 1)             (Class A)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                  9.06                 16.22                 13.83
Three Years...................................                 18.91                 20.85                 24.56
Five Years....................................                  6.34                  4.46                  5.74
----------------------------------------------------------------------------------------------------------------

    As set forth below, the management fee and total operating expenses
of Oppenheimer Global Equity Portfolio are lower than those of
Templeton Growth Securities Fund.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                       Templeton Growth Securities Fund           Oppenheimer Global Equity Portfolio
                                                                 ---------------------------------------------------------------------------------------
                                                                         Class 1               Class 2               Class A               Class B
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.75                  0.75                  0.60                  0.60
2b-1 Fee........................................................  ....................        0.25 \+\(0.35)  ....................        0.25 \+\(0.35)
Other Expenses..................................................                  0.07                  0.07                  0.33                  0.33
Total Expenses..................................................                  0.82                  1.07                  0.93                  1.18
Waivers.........................................................  ....................  ....................  ....................  ....................
Net Expenses....................................................                  0.82                  1.07                  0.93                 1.18
--------------------------------------------------------------------------------------------------------------------------------------------------------
\+\ Trustees can increase 12b-1 fee to this amount without shareholder approval.

8. Mid Cap Value Portfolio--Lord Abbett Mid Cap Value Portfolio

    The aggregate amount of assets in the Mid Cap Value Fund as of
December 31, 2005 was approximately $1.197 billion. As of December 31,
2005, Lord Abbett Mid Cap Value Portfolio's assets were approximately
$342 million. As set forth below, the historical performance of Lord
Abbett Mid Cap Value Portfolio for the three- and five-year periods
ended December 31, 2005 has exceeded that of Mid Cap Value Fund and for
the one year period ended December 31, 2005 has been less than that of
Mid Cap Value Fund.

                                [Percent]
------------------------------------------------------------------------
                                  Mid Cap Value      Lord Abbett Mid Cap
                                Portfolio  (Class      Value Portfolio
                                       VC)                (Class A)
------------------------------------------------------------------------
One Year....................                  8.22                  8.05
Three Years.................                 18.75                 19.19
Five Years..................                 10.30                 10.82
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of Lord Abbett Mid Cap Value Portfolio are lower
than those of Mid Cap Value Fund.

                                [Percent]
------------------------------------------------------------------------
                                                     Lord Abbett Mid Cap
                               Mid Cap Value Fund      Value Portfolio
                                   (Class VC)             (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.68
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.38                  0.08
Total Expenses..............                  1.13                  0.76
Waivers.....................  ....................  ....................
Net Expenses................                  1.13                  0.76
------------------------------------------------------------------------

9. Mercury Global Allocation V.I. Fund--Oppenheimer Global Equity
Portfolio

    The aggregate amount of assets in the Mercury Global Allocation
V.I. Fund as of December 31, 2005 was approximately $711 million. As of
December 31, 2005, Oppenheimer Global Equity Portfolio's assets were
approximately $275 million. As set forth below, the historical
performance of Mercury Global Allocation V.I. Fund for the five-year
period ended December 31, 2005 has been greater than that of
Oppenheimer Global Equity Portfolio. For the year one- and three-year
periods ended December 31, 2005, the performance of Oppenheimer Global
Equity Portfolio exceeded that of Mercury Global Allocation V.I. Fund.
However, effective May 1, 2005, the Oppenheimer Global Equity Portfolio
changed its sub-adviser to OppenheimerFunds, Inc. and the Portfolio
also changed its investment objective and principal investment
strategies. The Substitution Applicants believe that the historical
performance information of Oppenheimer Global Equity Portfolio does not
provide an adequate basis to compare performance. The Substitution
Applicants believe that the Oppenheimer Global Equity Portfolio will
provide superior performance based on the performance history of its
comparable retail fund for the one-, three- and five-year periods ended
December 31, 2005 (whose expenses are higher than those of the
Replacement Fund), which performance has exceeded that of Mercury
Global Allocation V.I. Fund except for the five-year period ended
December 31, 2005.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                   Mercury Global      Oppenheimer Global    Oppenheimer Global
                                                Allocation V.I. Fund    Equity Portfolio      Equity Portfolio
                                                      (Class I)             (Class A)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 10.43                 16.22                 13.83
Three Years...................................                 18.42                 20.85                 24.56
Five Years....................................                  7.35                  4.46                  5.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Oppenheimer
Global Equity Portfolio is lower than that of Mercury Global Allocation
V.I. Fund and the total operating expenses of Oppenheimer Global Equity
Portfolio slightly exceed those of Mercury Global Allocation V.I. Fund.

                                [Percent]
------------------------------------------------------------------------
                                 Mercury Global      Oppenheimer Global
                              Allocation V.I. Fund    Equity Portfolio
                                   (Class III)            (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.65                  0.60
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.12                  0.33
Total Expenses..............                  1.02                  1.18
Waivers.....................  ....................  ....................
Net Expenses................                  1.02                  1.18
------------------------------------------------------------------------

10. Oppenheimer Main Street Fund/VA--Lord Abbett Growth and Income
Portfolio

    The aggregate amount of assets in the Oppenheimer Main Street Fund/
VA as of December 31, 2005 was approximately $1.720 billion. As of
December 31, 2005, Lord Abbett Growth and Income Portfolio's assets
were approximately $3.116 billion. As set forth below, the historical
performance of Lord Abbett Growth and Income Portfolio for the three-
year period ended December 31, 2005 exceeded that of Oppenheimer Main
Street Fund/VA and for the one-year period ended December 31, 2005 was
less than that of Oppenheimer Main Street Fund/VA.

                                [Percent]
------------------------------------------------------------------------
                                Oppenheimer Main     Lord Abbett Growth
                                 Street Fund/VA     and Income Portfolio
                              Portfolio  (Service)        (Class B)
------------------------------------------------------------------------
One Year....................                  5.74                  3.34
Three Years.................                 13.42                 15.04
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of Lord Abbett Growth and Income Portfolio are lower
than those of Oppenheimer Main Street Fund/VA.

                                [Percent]
------------------------------------------------------------------------
                                Oppenheimer Main     Lord Abbett Growth
                                 Street Fund/VA     and Income Portfolio
                                    (Service)             (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.65                  0.50
12b-1 Fee...................                  0.25           0.25 (0.35)
Other Expenses..............                  0.01                  0.04
Total Expenses..............                  0.91                  0.79
Waivers.....................  ....................  ....................
Net Expenses................                  0.91                  0.79
------------------------------------------------------------------------

11. Oppenheimer Capital Appreciation Fund/VA--Oppenheimer Capital
Appreciation Portfolio

    The aggregate amount of assets in the Oppenheimer Capital
Appreciation Fund/VA as of December 31, 2005 was approximately $2.034
billion. As of December 31, 2005, Oppenheimer Capital Appreciation
Portfolio's assets were approximately $1.167 billion. As set forth
below, the historical performance of Oppenheimer Capital Appreciation
Portfolio for the one- and three-year periods ended December 31, 2005
has been comparable to that of Oppenheimer Capital Appreciation Fund/
VA.

                                [Percent]
------------------------------------------------------------------------
                               Oppenheimer Capital   Oppenheimer Capital
                              Appreciation Fund/VA      Appreciation
                                 (Service Shares)   Portfolio  (Class B)
------------------------------------------------------------------------
One Year....................                  4.86                  4.71
Three Years.................                 13.47                 12.72
------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Oppenheimer
Capital Appreciation Portfolio is lower than that of Oppenheimer
Capital Appreciation Fund/VA and the total operating expenses of
Oppenheimer Capital Appreciation Portfolio, with waivers, are less than
those of Oppenheimer High Income Fund/VA.

                                [Percent]
------------------------------------------------------------------------
                                                     Oppenheimer Capital
                               Oppenheimer Capital      Appreciation
                              Appreciatino Fund/VA   Portfolio*  (Class
                                 (Service Shares)            B)
------------------------------------------------------------------------
Management Fee..............                  0.64                  0.59
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.02                  0.10
Total Expenses..............                  0.91                  0.94
Waivers.....................  ....................               \+\0.05
Net Expenses................                  0.91                 0.89
------------------------------------------------------------------------
* The management fee has been restated to reflect a decrease in the
  management fee effective 9/22/05. Prior to that date, the management
  fee was 0.60%.
\+\ Contractual waiver through 4/30/07, unless extended.

12. Equity and Income Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in the Equity and Income Portfolio
as of December 31, 2005 was approximately $407 million. As of December
31, 2005, MFS Total Return Portfolio's assets were approximately $511
million. As set forth below, the historical performance of MFS Total
Return Portfolio for the one-year period ended December 31, 2005 has
been less than that of Equity and Income Portfolio and was comparable
to the performance of Equity and Income Portfolio for the one year
ended December 31, 2004. The Substitution Applicants believe that over
the long term the performance of MFS Total Return Portfolio will be
equal to or exceed the performance of Equity and

Income Portfolio. Equity and Income Portfolio commenced operations on
April 30, 2003.

                                [Percent]
------------------------------------------------------------------------
                                Equity and Income     MFS Total Return
                                Portfolio  (Class     Portfolio  (Class
                                       II)                   F)*
------------------------------------------------------------------------
One Year Ended 12/31/05.....                  7.38                  2.92
One Year Ended 12/31/04.....                 11.52                11.03
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for the period is based on the performance
  of Class B shares adjusted in include the effect of 0.20% 12b-1 fees
  for Class F shares instead of 0.25% 12b-1 fees for Class B shares.

    In addition, as set forth below, although the management fee of MFS
Total Return Portfolio is slightly above that of Equity and Income
Portfolio, the combination of the management fee and 12b-1 fee of MFS
Total Return Portfolio is less than that of Equity and Income
Portfolio. In addition, the total operating expenses of MFS Total
Return Portfolio, including and excluding waivers, are less than those
of Equity and Income Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                Equity and Income     MFS Total Return
                                Portfolio  (Class    Portfolio*  (Class
                                       II)                   F)
------------------------------------------------------------------------
Management Fee..............                  0.46                  0.57
12b-1 Fee...................                  0.35                  0.20
Other Expenses..............                  0.32                  0.04
Total Expenses..............                  1.13                  0.81
Waivers.....................               \+\0.30  ....................
Net Expenses................                  0.83                 0.81
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.
\+\ Voluntary waiver can be discontinued at any time.

13. Global Franchise Portfolio--Oppenheimer Global Equity Portfolio

    The aggregate amount of assets in the Global Franchise Portfolio as
of December 31, 2005 was approximately $153 million. As of December 31,
2005, Oppenheimer Global Equity Portfolio's assets were approximately
$275 million. For the one year period ended December 31, 2005, the
performance of Oppenheimer Global Equity Portfolio exceeded that of
Global Franchise Portfolio. However, effective May 1, 2005, the
Oppenheimer Global Equity Portfolio changed its sub-adviser to
OppenheimerFunds, Inc. and the Portfolio also changed its investment
objective and principal investment strategies. The Substitution
Applicants believe that the historical performance information of
Oppenheimer Global Equity Portfolio does not provide an adequate basis
to compare performance. The Substitution Applicants believe that the
Oppenheimer Global Equity Portfolio will provide superior performance
based on the performance history of its comparable retail fund for the
one-year period ended December 31, 2005 (whose expenses are higher than
those of the Replacement Fund), which performance has exceeded that of
Global Franchise Portfolio. Global Franchise Portfolio commenced
operations on April 30, 2003.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                  Global Franchise     Oppenheimer Global    Oppenheimer Global
                                                  Portfolio  (Class     Equity Portfolio      Equity Portfolio
                                                         II)                (Class B)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 11.98                 15.98                 13.83
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of Oppenheimer Global Equity Portfolio, including
and excluding waivers, are lower than those of Global Franchise
Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                Global Franchise     Oppenheimer Global
                                Portfolio  (Class     Equity Portfolio
                                       II)                (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.80                  0.60
12b-1 Fee...................                  0.35                  0.25
Other Expenses..............                  0.39                  0.33
Total Expenses..............                  1.54                  1.18
Waivers.....................                 *0.34  ....................
Net Expenses................                  1.20                 1.18
------------------------------------------------------------------------
* Voluntary waiver which can be discontinued at any time.

14. U.S. Real Estate Portfolio--Neuberger Berman Real Estate Portfolio

    The aggregate amount of assets in the U.S. Real Estate Securities
Portfolio as of December 31, 2005 was approximately $1.689 billion. As
of December 31, 2005 Neuberger Berman Real Estate Portfolio's total
assets were approximately $572 million. The Substitution Applicants
believe that there is no adequate comparable performance information
because Neuberger Berman Real Estate Portfolio commenced operations on
May 1, 2004. Consequently, Neuberger Berman Real Estate does not have a
significant performance history. The Substitution Applicants believe
that Neuberger Berman Real Estate Portfolio, as set forth below, based
on the performance history for the one year period ended December 31,
2005 and the performance history of its comparable retail mutual fund
for the one- and three-year periods ended December 31, 2005 (whose
expenses are higher than those of the Replacement Fund), will have over
the long-term, good performance.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                                        Neuberger Berman      Neuberger Berman
                                                  U.S. Real Estate         Real Estate           Real Estate
                                                Portfolio  (Class 1)  Portfolio  (Class A)   Portfolio  (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 17.05                 13.61                 13.08
Three Years...................................                 29.97  ....................                 27.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of Neuberger Berman Real Estate Portfolio are lower
than those of U.S. Real Estate Securities Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                U.S. Real Estate      Neuberger Berman
                              Securities Portfolio       Real Estate
                                    (Class 1)       Portfolio  (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.67
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.28                  0.03
Total Expenses..............                  1.03                  0.70
Waivers.....................  ....................  ....................
Net Expenses................                  1.03                  0.70
------------------------------------------------------------------------

15. Van Kampen LIT Emerging Growth Portfolio--Janus Aggressive Growth
Portfolio

    The aggregate amount of assets in the Van Kampen LIT Emerging
Growth Portfolio as of December 31, 2005 was approximately $472
million. As of December 31, 2005, Janus Aggressive Growth Portfolio's
assets were approximately $785 million. As set forth below, the
historical performance of Janus Aggressive Growth Portfolio for the
one- and three-year periods ended December 31, 2005 has exceeded that
of Van Kampen LIT Emerging Growth Portfolio. Janus Aggressive Growth
Portfolio commenced operations on February 12, 2001. Van Kampen LIT
Emerging Growth Portfolio Class I and Class II shares will be
substituted by Class A and Class B shares, respectively, of Janus
Aggressive Growth Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                 Van Kampen LIT
                                 Emerging Growth      Janus Aggressive
                                Portfolio  (Class     Growth Portfolio
                                       II)                (Class B)
------------------------------------------------------------------------
One Year....................                  7.64                 13.58
Three Years.................                 13.45                 17.26
------------------------------------------------------------------------

    In addition, as set forth below, the management fee is less than
that of Van Kampen LIT Emerging Growth Portfolio and the total
operating expenses of Janus Aggressive Growth Portfolio are somewhat
more than those of Van Kampen LIT Emerging Growth Portfolio.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                   Van Kampen LIT Emerging Growth Portfolio        Janus Aggressive Growth Portfolio
                                                                 ---------------------------------------------------------------------------------------
                                                                         Class I              Class II               Class A               Class B
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.70                  0.70                  0.67                  0.67
12b-1 Fee.......................................................  ....................        0.25 \+\(0.35)  ....................        0.25 \+\(0.35)
Other Expenses..................................................                  0.07                  0.07                  0.05                  0.05
Total Expenses..................................................                  0.77                  1.02                  0.72                  0.97
Waivers.........................................................  ....................  ....................  ....................  ....................

Net Expenses....................................................                  0.77                  1.02                  0.72                 0.97
--------------------------------------------------------------------------------------------------------------------------------------------------------
\+\ Trustees can increase 12b-1 fee to this amount without shareholder approval.

16. Van Kampen LIT Money Market Portfolio--BlackRock Money Market
Portfolio

    The aggregate amount of assets in the Van Kampen LIT Money Market
Portfolio as of December 31, 2005 was approximately $83 million. As of
December 31, 2005, BlackRock Money Market Portfolio's assets were
approximately $711 million. As set forth below, the historical
performance of BlackRock Money Market Portfolio for the one- and three-
year periods ended December 31, 2005 has exceeded that of Van Kampen
LIT Money Market Portfolio.

                                [Percent]
------------------------------------------------------------------------
                              Van Kampen LIT Money     BlackRock Money
                                Market Portfolio      Market Portfolio
                                    (Class I)             (Class A)
------------------------------------------------------------------------
One Year....................                  2.43                  2.89
Three Years.................                  1.10                  1.56
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of BlackRock Money Market Portfolio, including and
excluding waivers, are lower than those of Van Kampen LIT Money Market
Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                   Van Kampen LIT Money Market Portfolio       BlackRock Money
                                               --------------------------------------------   Market Portfolio
                                                                                ---------------------
                                                       Class I              Class II               Class A
----------------------------------------------------------------------------------------------------------------
Management Fee................................                  0.45                  0.45                 0.35%
12b-1 Fee.....................................  ....................       0.25% * (0.35%)  ....................
Other Expenses................................                  0.20                  0.20                  0.07
Total Expenses................................                  0.65                  0.90                  0.42
Waivers.......................................               \+\0.03               \+\0.03              \++\0.01
Net Expenses..................................                  0.62                  0.87                 0.41
----------------------------------------------------------------------------------------------------------------
* Trustees can increase 12b-1 fee to this amount without shareholder approval.
\+\ Voluntary waiver which may be discontinued at any time.
\++\ Contractual waiver through April 30, 2007, unless extended.

17. (Janus Aspen Series) Growth and Income Portfolio--T. Rowe Price
Large Cap Growth

    The aggregate amount of assets in the Growth and Income Portfolio
as of December 31, 2004 was approximately $94 million. As of December
31, 2005, T. Rowe Price Large Cap Growth Portfolio's assets were
approximately $371 million. As set forth below, the historical
performance of T. Rowe Price Large Cap Growth Portfolio for the three-
and five-year periods ended December 31, 2005 has exceeded or been
comparable to that of Growth and Income Portfolio. For the one year
period ended December 31, 2005, the performance of Growth and Income
Portfolio exceeded that of T. Rowe Price Large Cap Growth Portfolio. T.
Rowe Price Large Cap Growth Portfolio's Class B shares commenced
operations on July 20, 2002. Growth and Income Portfolio Institutional
shares and Service shares will be substituted by Class A and Class B
shares, respectively, of T. Rowe Price Large Cap Growth Portfolio.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                                       T. Rowe Price Large Cap Growth Portfolio
                                                  Growth and Income  -------------------------------------------
                                                Portfolio  (Service)        (Class B)             (Class A)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 12.11                  6.33                  6.59
Three Years...................................                 15.64                *15.11                 15.30
Five Years....................................                  0.90                 *0.92                  1.17
----------------------------------------------------------------------------------------------------------------
* Performance after one year is the performance of Class A shares adjusted to reflect expense increase of 0.25%
  for 12b-1 fee for Class B shares.

    In addition, as set forth below, the management fee of T. Rowe
Price Large Cap Growth Portfolio is less than that of Growth and Income
Portfolio and the total operating expenses of T. Rowe Price Large Cap
Growth Portfolio,

including and excluding waivers, are lower than those of Growth and
Income Portfolio.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Growth and Income Portfolio          T. Rowe Price Large Cap Growth Portfolio
                                                                 ---------------------------------------------------------------------------------------
                                                                     (Institutional)          (Service)             (Class A)             (Class B)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.62                  0.62                  0.60                  0.60
12b-1 Fee.......................................................  ....................                  0.25  ....................                  0.25
Other Expenses..................................................                  0.12                  0.12                  0.12                  0.12
Total Expenses..................................................                  0.74                  0.99                  0.72                  0.97
Waivers.........................................................  ....................  ....................                 *0.01                 *0.01
Net Expenses....................................................                  0.74                  0.99                  0.71                 0.96
--------------------------------------------------------------------------------------------------------------------------------------------------------
* Voluntary waiver which may be discontinued at any time.

18. (Lord Abbett Series Fund) Growth and Income Portfolio--Lord Abbett
Growth and Income Portfolio

    The aggregate amount of assets in the Growth and Income Portfolio
as of December 31, 2005 was approximately $1.593 billion. As of
December 31, 2005, Lord Abbett Growth and Income Portfolio's total
assets were approximately $3.116 billion. The historical performance of
Lord Abbett Growth and Income Portfolio for the one-, three-, five- and
ten-year periods ended December 31, 2005 has exceeded that of Growth
and Income Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                                     Lord Abbett Growth
                                Growth and Income   and Income Portfolio
                               Series  (Class VC)         (Class A)
------------------------------------------------------------------------
One Year....................                  3.25                  3.68
Three Years.................                 15.07                 15.34
Five Years..................                  3.11                  3.48
Ten Years...................                 10.22                 10.30
------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Lord Abbett
Growth and Income Portfolio is the same as that paid by Growth and
Income Series and total operating expenses of Lord Abbett Growth and
Income Portfolio are lower than those of Growth and Income Series.

                                [Percent]
------------------------------------------------------------------------
                                                     Lord Abbett Growth
                                Growth and Income   and Income Portfolio
                               Series  (Class VC)         (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.50                  0.50
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.41                  0.04
Total Expenses..............                  0.91                  0.54
Waivers.....................  ....................  ....................
Net Expenses................                  0.91                  0.54
------------------------------------------------------------------------

19. Mercury Value Opportunities V.I. Fund--Third Avenue Small Cap Value
Portfolio

    The aggregate amount of assets in the Mercury Value Opportunities
V.I. Fund as of December 31, 2005 was approximately $527 million. As of
December 31, 2005, Third Avenue Small Cap Value Portfolio's total
assets were approximately $919 million. As set forth below, the
historical performance of Third Avenue Small Cap Value Portfolio for
the one-year period ended December 31, 2005 exceeded that of Mercury
Value Opportunities V.I. Fund. Mercury Value Opportunities V.I. Fund's
Class III shares commenced operations on November 18, 2003 and Third
Avenue Small Cap Value Portfolio commenced operations on May 1, 2002.

                                [Percent]
------------------------------------------------------------------------
                                  Mercury Value      Third Avenue Small
                               Opportunities Fund    Cap Value Portfolio
                                V.I. (Class III)          (Class B)
------------------------------------------------------------------------
One Year....................                  9.74                 15.48
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of Third Avenue Small Cap Value Portfolio are less
than those of Mercury Value Opportunities V.I.

                                [Percent]
------------------------------------------------------------------------
                                  Mercury Value      Third Avenue Small
                               Opportunities Fund    Cap Value Portfolio
                                V.I.  (Class III)         (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.75
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.09                  0.05
Total Expenses..............                  1.09                  1.05
Waivers.....................  ....................  ....................
Net Expenses................                  1.09                  1.05
------------------------------------------------------------------------

20. AIM V.I. Basic Balanced Fund--MFS Total Return Portfolio

    The aggregate amount of assets in the AIM V.I. Balanced Fund as of
December 31, 2005 was approximately $96 million. As of December 31,
2005, MFS Total Return Portfolio's assets were approximately $511
million. As set forth below, the historical performance of MFS Total
Return Portfolio for the three- and five-year periods ended December
31, 2005 has exceeded that of AIM V.I. Balanced Fund and for the one
year period ended December 31, 2005 was less than that of AIM V.I.
Balanced Fund.

                                [Percent]
------------------------------------------------------------------------
                                 AIM V.I. Basic       MFS Total Return
                                  Balanced Fund       Portfolio  (Class
                                   (Series I)                F)*
------------------------------------------------------------------------
One Year....................                  5.29                  2.92
Three Years.................                  9.62                 10.11
Five Years..................                 -0.66                 3.89
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for the periods is based on the performance
  of Class A shares adjusted to include the effect of 0.20% 12b-1 fees
  for Class F shares.

    In addition, as set forth below, the combined management fee and
12b-1 fee of MFS Total Return Portfolio are greater than those of AIM
V.I. Balanced Fund and total operating expenses of MFS Total Return,
including and excluding waivers, are lower than those of AIM V. I.
Balanced Fund.

                                [Percent]
------------------------------------------------------------------------
                                 AIM V.I. Basic       MFS Total Return
                                  Balanced Fund      Portfolio*  (Class
                                   (Series I)                F)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.57
12b-1 Fee...................  ....................                  0.20
Other Expenses..............                  0.41                  0.04
Total Expenses..............                  1.16                  0.81
Waivers.....................               \+\0.25  ....................
Net Expenses................                  0.91                 0.81
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.
\+\ Contractual waiver to December 31, 2009.

21. Balanced Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in the Balanced Portfolio as of
December 31, 2005 was approximately $2.242 billion. As of December 31,
2005, MFS Total Return Portfolio's assets were approximately $511
million. As set forth below, the historical performance of MFS Total
Return Portfolio for the three- and five-year periods ended December
31, 2005 exceeded that of Balanced Portfolio and for the one year ended
December 31, 2005 was less than that of Balanced Portfolio. Balanced
Portfolio Institutional shares and Service shares will be substituted
by Class A and Class F shares, respectively, of MFS Total Return
Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                                      MFS Total Return
                               Balanced Portfolio     Portfolio  (Class
                                    (Service)                F)*
------------------------------------------------------------------------
One Year....................                  7.66                  2.92
Three Years.................                  9.86                *10.11
Five Years..................                  3.11                *3.89
------------------------------------------------------------------------
* Class F shares will first be issued in connection with the
  substitution. Performance for the periods is based on the performance
  of Class A shares adjusted to include the effect of 0.20% 12b-1 fees
  for Class F shares instead of 0% 12b-1 fees for Class A shares.

    In addition, as set forth below, the management fee and 12b-1 fee
of MFS Total Return Portfolio is less than those for the Service shares
of Balanced Portfolio and greater than those of the Institutional
shares of Balanced Portfolio and MFS Total Return Portfolio's total
operating expenses are the same as or less than those of Balanced
Portfolio.

                                                                        [Percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                MFS Total Return      MFS Total Return
                                                                   Balanced Portfolio    Balanced Portfolio    Portfolio*  (Class    Portfolio*  (Class
                                                                     (Institutional)          (Service)                A)                    F)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fee..................................................                  0.55                  0.55                  0.57                  0.57
12b-1 Fee.......................................................  ....................                  0.25  ....................                  0.20
Other Expenses..................................................                  0.02                  0.02                  0.04                  0.04
Total Expenses..................................................                  0.57                  0.82                  0.61                  0.81
Waivers.........................................................  ....................  ....................  ....................  ....................
Net Expenses....................................................                  0.57                  0.82                  0.61                 0.81
--------------------------------------------------------------------------------------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management fee anticipated to take effect on May 1, 2006.

22. MFS Emerging Growth Series--Janus Aggressive Growth Portfolio

    The aggregate amount of assets in the MFS Emerging Growth Series as
of December 31, 2005 was approximately $714 million. As of December 31,
2005, Janus Aggressive Growth Portfolio's assets were approximately
$785 million. As set forth below, the historical performance of Janus
Aggressive Growth Portfolio for the one- and three-year periods ended
December 31, 2005 has been greater than that of MFS Emerging Growth
Series.

                                [Percent]
------------------------------------------------------------------------
                               MFS Emerging Growth    Janus Aggressive
                                Series  (Initial      Growth Portfolio
                                     Class)               (Class A)
------------------------------------------------------------------------
One Year....................                  9.19                 17.11
Three Years.................                 13.84                 17.49
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of Janus Aggressive Growth Portfolio, are lower than
those of MFS Emerging Growth Series.

                                [Percent]
------------------------------------------------------------------------
                               MFS Emerging Growth
                                Series  (Initial      Janus Aggressive
                                     Class)           Growth  (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.67
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.13                  0.05
Total Expenses..............                  0.88                  0.72
Waivers.....................  ....................  ....................
Net Expenses................                  0.88                  0.72
------------------------------------------------------------------------

23. MFS Money Market Series--BlackRock Money Market Portfolio

    The aggregate amount of assets in the MFS Money Market Series as of
December 31, 2005 was approximately $2.2 million. As of December 31,
2005, BlackRock Money Market Portfolio's assets were approximately $711
million. As set forth below, the historical performance of BlackRock
Money Market Portfolio for the one-, three- and five-year periods ended
December 31, 2005 has exceeded that of MFS Money Market Series.

                                [Percent]
------------------------------------------------------------------------
                                                       BlackRock Money
                                MFS Money Market      Market Portfolio
                                Series  (Class A)         (Class A)
------------------------------------------------------------------------
One Year....................                  2.73                  2.89
Three Years.................                  1.37                  1.56
Five Years..................                  1.82                  2.00
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of BlackRock Money Market Portfolio, including and
excluding waivers, are lower than those of MFS Money Market Series.

                                [Percent]
------------------------------------------------------------------------
                                                       BlackRock Money
                                MFS Money Market      Market Portfolio
                                Series (Class A)          (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.50                  0.35
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  2.33                  0.07
Total Expenses..............                  2.83                  0.42
Waivers.....................                 *2.23               \+\0.01
Net Expenses................                  0.60                 0.41
------------------------------------------------------------------------
* Contractual waiver of expenses to April 30, 2006, unless extended.
\+\ Contractual waiver of expenses to April 30, 2007, unless extended.

24. MFS Strategic Income Series--Salomon Strategic Bond Opportunities
Portfolio

    The aggregate amount of assets in the MFS Strategic Income Trust
Series as of December 31, 2005 was approximately $39 million. As of
December 31, 2005, Salomon Strategic Bond Portfolio's assets were
approximately $487 million. The historical performance of Salomon
Strategic Bond Portfolio has exceeded that of MFS Strategic Income
Series for the one-, three-, five- and ten-year periods ended December
31, 2005.

                                [Percent]
------------------------------------------------------------------------
                              MFS Strategic Income    Salomon Strategic
                                 Series (Initial     Bond Opportunities
                                     Class)          Portfolio (Class A)
------------------------------------------------------------------------
Year Ended 12/31/05.........                  1.89                  2.83
Three Years Ended 12/31/05..                  6.61                  7.28
Five Years Ended 12/31/05...                  6.59                  7.65
Ten Years Ended 12/31/05....                  4.56                  7.38
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
expenses of Salomon Strategic Bond Portfolio, including and excluding
waivers, are lower than those of MFS Strategic Income Series.

                                [Percent]
------------------------------------------------------------------------
                              MFS Strategic Income    Salomon Strategic
                                 Series (Initial     Bond Opportunities
                                     Class)          Portfolio (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.65
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.50                  0.10
Total Expenses..............                  1.25                  0.75
Waivers.....................                 *0.35  ....................
Net Expenses................                  0.90                 0.75
------------------------------------------------------------------------
* Contractual waiver of expenses to April 30, 2006, unless extended.

25. MFS Total Return Series--MFS Total Return Portfolio

    The aggregate amount of assets in the MFS Total Return Series as of
December 31, 2005 was approximately $3.438 billion. As of December 31,
2005, MFS Total Return Portfolio's total assets were approximately $511
million. The historical performance of MFS Total Return Portfolio for
the one- and three-year periods ended December 31, 2005 has exceeded
that of MFS Total Return Series. For the five- and ten-year periods
ended December 31, 2005, the performance of MFS Total Return Series has
been less than that of MFS Total Return Portfolio. MFS replaced another
investment adviser of the MFS Total Return Portfolio on May 1, 2003.

                                [Percent]
------------------------------------------------------------------------
                                MFS Total Return
                                 Series (Initial      MFS Total Return
                                     Class)          Portfolio (Class A)
------------------------------------------------------------------------
One Year....................                  2.82                  3.12
Three Years.................                 10.01                 10.31
Five Years..................                  4.83                  4.09
Ten Years...................                  8.96                  8.50
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of MFS Total Return Portfolio are lower than those
of MFS Total Return Series.

                                [Percent]
------------------------------------------------------------------------
                                MFS Total Return
                                 Series (Initial      MFS Total Return
                                     Class)         Portfolio (Class A)*
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.57
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.09                  0.04
Total Expenses..............                  0.84                  0.61
Waivers.....................  ....................  ....................
Net Expenses................                  0.84                 0.61
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.

26. Oppenheimer Global Securities Fund/VA--Oppenheimer Global Equity
Portfolio

    The aggregate amount of assets in the Oppenheimer Global Securities
Fund/VA as of December 31, 2005 was approximately $3.118 billion. As of
December 31, 2005, Oppenheimer Global Equity Portfolio's assets were
approximately $275 million. As set forth below, the performance of
Oppenheimer Global Equity Portfolio has exceeded that of Oppenheimer
Global Securities Fund/VA for the one year period ended December 31,
2005. However, effective May 1, 2005, the Oppenheimer Global Equity
Portfolio changed its sub-adviser to OppenheimerFunds, Inc. and the
Portfolio also changed its investment objective and principal
investment strategies. The Substitution Applicants believe that the
historical performance information of Oppenheimer Global Equity
Portfolio does not provide an adequate basis to compare performance.
The Substitution Applicants believe that the Oppenheimer Global Equity
Portfolio will provide superior performance based on the performance
history of its comparable retail fund for the one-, three- and five-
year periods ended December 31, 2005 (whose expenses are higher than
those of the Replacement Fund), which performance has been comparable
to that of Oppenheimer Global Securities Fund/VA.

                                                    [Percent]
----------------------------------------------------------------------------------------------------------------
                                                 Oppenheimer Global    Oppenheimer Global    Oppenheimer Global
                                                 Securities Fund/VA     Equity Portfolio      Equity Portfolio
                                                      (Class B)             (Class B)             (Retail)
----------------------------------------------------------------------------------------------------------------
One Year......................................                 14.06                 15.98                 13.83
Three Years...................................                 24.66  ....................                 24.56
Five Years....................................                  5.57  ....................                  5.74
----------------------------------------------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Oppenheimer
Global Equity Portfolio is lower than that of Oppenheimer Global
Securities Fund/VA and the total operating expenses of Oppenheimer
Global Equity Portfolio exceed those of Oppenheimer Global Securities
Fund/VA.

                                [Percent]
------------------------------------------------------------------------
                               Oppenheimer Global    Oppenheimer Global
                               Securities Fund/VA     Equity Portfolio
                                    (Class B)             (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.63                  0.60
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  0.04                  0.33
Total Expenses..............                  0.92                  1.18
Waivers.....................  ....................  ....................
Net Expenses................                  0.92                  1.18
------------------------------------------------------------------------

27. The Alger American Balanced Portfolio--MFS Total Return Portfolio

    The aggregate amount of assets in The Alger American Fund as of
December 31, 2005 was approximately $336 million. As of December 31,
2005, MFS Total Return Portfolio's assets were approximately $511
million. As set forth below, the historical performance of MFS Total
Return Portfolio for the one year periods ended December 31, 2005 has
been less than that of The Alger American Fund and has been comparable
to that of The Alger American Fund for the three year period ended
December 31, 2005. The Alger American Fund commenced operations on May
1, 2002.

                                [Percent]
------------------------------------------------------------------------
                               The Alger American
                               Balanced Portfolio     MFS Total Return
                                    (Class S)             (Class B)
------------------------------------------------------------------------
One Year....................                  8.15                  2.85
Three Year..................                 10.22                 10.04
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of MFS Total Return Portfolio are lower than those
of The Alger American Fund.

                                [Percent]
------------------------------------------------------------------------
                               The Alger American
                               Balanced Portfolio     MFS Total Return
                                    (Class S)       Portfolio* (Class B)
------------------------------------------------------------------------
Management Fee..............                  0.75                  0.57
12b-1 Fee...................                  0.25                  0.25
Other Expenses..............                  1.06                  0.04
Total Expenses..............                  1.06                  0.86
Waivers.....................  ....................  ....................
Net Expenses................                  1.06                 0.86
------------------------------------------------------------------------
* Expense numbers have been adjusted to reflect increase in management
  fee anticipated to take effect on May 1, 2006.

28. VIP Growth and Income Portfolio--Lord Abbett Growth and Income
Portfolio

    The aggregate amount of assets in the VIP Growth and Income
Portfolio as of December 31, 2005 was approximately $1.597 billion. As
of December 31, 2005, Lord Abbett Growth and Income Portfolio's total
assets were approximately $3.116 billion. As set forth below, the
historical performance of Lord Abbett Growth and Income Portfolio for
the three and five-year periods ended December 31, 2005 has exceeded
that of VIP Growth and Income Portfolio and has been less than that of
VIP Growth and Income for the one year period ended December 31, 2005.

                                [Percent]
------------------------------------------------------------------------
                                 VIP Growth and      Lord Abbett Growth
                                Income Portfolio    and Income Portfolio
                                 (Initial Class)          (Class A)
------------------------------------------------------------------------
One Year....................                  7.63                  3.68
Three Years.................                 12.12                 15.34
Five Years..................                  1.41                  3.48
------------------------------------------------------------------------

    In addition, as set forth below, the management fee of Lord Abbett
Growth and Income Portfolio is higher than that of VIP Growth and
Income Portfolio and total operating expenses of Lord Abbett Growth and
Income Portfolio, with waivers, are the same as those of VIP Growth and
Income Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                 VIP Growth and      Lord Abbett Growth
                                Income Portfolio    and Income Portfolio
                                 (Initial Class)          (Class A)
------------------------------------------------------------------------
Management Fee..............                  0.47                  0.50
12b-1 Fee...................  ....................  ....................
Other Expenses..............                  0.12                  0.04
Total Expenses..............                  0.59                  0.54
Waivers.....................                 *0.05
Net Expenses................                  0.54                 0.54
------------------------------------------------------------------------
* Voluntary waiver which can be terminated at any time.

29. VIP Growth Portfolio--T. Rowe Price Large Cap Growth Portfolio

    The aggregate amount of assets in the VIP Growth Portfolio as of
December 31, 2005 was approximately $8.701 billion. As of December 31,
2005, T. Rowe Price Large Cap Growth Portfolio's total assets were
approximately $321 million. As set forth below, the historical
performance of T. Rowe Price Large Cap Growth Portfolio for the one-,
three and five-year periods ended December 31, 2005 exceeded that of
VIP Growth Portfolio. VIP Growth Portfolio Initial Class and Service
Class shares will be substituted by Class A shares of T. Rowe Price
Large Cap Growth Portfolio and Service Class 2 shares will be
substituted by Class B

shares of T. Rowe Price Large Cap Growth Portfolio.

                                [Percent]
------------------------------------------------------------------------
                                                     T. Rowe Price Large
                              VIP Growth Portfolio  Cap Growth Portfolio
                                 (Initial Class)          (Class A)
------------------------------------------------------------------------
One Year....................                  5.80                  6.59
Three Years.................                 13.26                 15.30
Five Years..................                 -3.92                  1.17
------------------------------------------------------------------------

    In addition, as set forth below, the management fee and total
operating expenses of T. Rowe Price Large Cap Growth Portfolio are