[Federal Register: April 11, 2006 (Volume 71, Number 69)]
[Notices]
[Page 18413-18454]
[DOCID:fr11ap06-169]

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Part II

Securities and Exchange Commission

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The Travelers Insurance Company, et al. and Metlife Investors Insurance
Company, et al.; Notice

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27278; File No. 812-13250]

The Travelers Insurance Company, et al. and MetLife Investors
Insurance Company, et al.

March 31, 2006.
AGENCY: The Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order pursuant to Section 26(c) of
the Investment Company Act of 1940 (the ``Act'') approving certain
substitutions of securities and an order of exemption pursuant to
Section 17(b) of the Act from Section 17(a) of the Act.

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    Summary of Application: Applicants request an order to permit
certain unit investment trusts to substitute (a) shares of MFS Total
Return Portfolio for shares of AIM V.I. Basic Balanced Fund, Alger
American Balanced Portfolio, Balanced Portfolio, Equity and Income
Portfolio, MFS Total Return Series and VIP Asset Manager Portfolio; (b)
shares of Lord Abbett Growth and Income Portfolio for shares of
AllianceBernstein Growth and Income Portfolio, (Lord Abbett Series
Fund) Growth and Income Portfolio, Mutual Shares Securities Fund,
Oppenheimer Main Street Fund/VA and VIP Growth and Income Portfolio;
(c) shares of T. Rowe Price Large Cap Growth Portfolio for shares of
AllianceBernstein Large Cap Growth Portfolio, Appreciation Portfolio,
(Janus Aspen Series) Growth and Income Portfolio and VIP Growth
Portfolio; (d) shares of Oppenheimer Global Equity Portfolio for shares
of Mercury Global Allocation V.I. Fund, Global Franchise Portfolio,
Oppenheimer Global Securities Fund/VA and Templeton Growth Securities
Fund; (e) shares of Third Avenue Small Cap Value Portfolio for shares
of Mercury Value Opportunities V.I. Fund and Lazard Retirement Small
Cap Portfolio; (f) shares of Lord Abbett Mid-Cap Value Portfolio for
shares of Mid-Cap Value Portfolio; (g) shares of BlackRock Money Market
Portfolio for shares of MFS Money Market Series and Van Kampen Life
Investment Trust Money Market Portfolio; (h) shares of Salomon
Strategic Bond Portfolio for shares of MFS Strategic Income Series; (i)
shares of Janus Aggressive Growth Portfolio for shares of MFS Emerging
Growth Series and Van Kampen LIT Emerging Growth Portfolio; (j) shares
of Neuberger Berman Real Estate Portfolio for shares of U.S. Real
Estate Portfolio and Delaware VIP REIT Series; and (k) shares of
Oppenheimer Capital Appreciation Portfolio for shares of Oppenheimer
Capital Appreciation Fund. The shares are currently held by certain
unit investment trusts to fund certain group and individual variable
annuity contracts and variable life insurance policies (collectively,
the ``Contracts'') issued by the Insurance Companies (defined below).
    Applicants: The Travelers Insurance Company (``TIC''), The
Travelers Separate Account Five for Variable Annuities (``Separate
Account Five''), The Travelers Separate Account Seven for Variable
Annuities (``Separate Account Seven''), The Travelers Separate Account
Nine for Variable Annuities (``Separate Account Nine''), TIC Separate
Account Eleven for Variable Annuities (``Separate Account Eleven''),
TIC Separate Account Thirteen for Variable Annuities (``Separate
Account Thirteen''), The Travelers Fund U for Variable Annuities
(``Fund U''), The Travelers Separate Account PF for Variable Annuities
(``Separate Account PF''), The Travelers Separate Account TM for
Variable Annuities (``Separate Account TM''), The Travelers Fund ABD
for Variable Annuities (``Fund ABD''), The Travelers Fund BD for
Variable Annuities (``Fund BD''), The Travelers Separate Account QP for
Variable Annuities (``Separate Account QP''), The Travelers Separate
Account QPN for Variable Annuities (``Separate Account QPN''), The
Travelers Fund BD III for Variable Annuities (``Fund BD III''), TIC
Variable Annuity Separate Account 2002 (``Separate Account 2002''), The
Travelers Separate Account PP for Variable Life Insurance (``Separate
Account PP''), TIC Separate Account CPPVUL I (``Separate Account CPPVUL
I''), The Travelers Fund UL III for Variable Life Insurance (``Fund UL
III''), The Travelers Fund UL for Variable Life Insurance (``Fund
UL''), The Travelers Life and Annuity Company (``TLAC''), The Travelers
Separate Account Six for Variable Annuities (``Separate Account Six''),
The Travelers Separate Account Eight for Variable Annuities (``Separate
Account Eight''), The Travelers Separate Account Ten for Variable
Annuities (``Separate Account Ten''), TLAC Separate Account Twelve for
Variable Annuities (``Separate Account Twelve''), TLAC Separate Account
Fourteen for Variable Annuities (``Separate Account Fourteen''), The
Travelers Separate Account PF II for Variable Annuities (``Separate
Account PF II''), The Travelers Separate Account TM II for Variable
Annuities (``Separate Account TM II''), The Travelers Fund ABD II for
Variable Annuities (``Fund ABD II''), The Travelers Fund BD II for
Variable Annuities (``Fund BD II''), The Travelers Fund BD IV for
Variable Annuities (``Fund BD IV''), TLAC Variable Annuity Separate
Account 2002 (``TLAC Separate Account 2002''), The Travelers Fund UL II
for Variable Life Insurance (``Fund UL II''), Citicorp Life Insurance
Company (``Citicorp Life''), Citicorp Life Variable Annuity Separate
Account (``Citicorp Separate Account''), First Citicorp Life Insurance
Company (``First Citicorp Life''), First Citicorp Life Variable Annuity
Separate Account (``First Citicorp Separate Account''), MetLife
Investors Insurance Company (``MetLife Investors''), MetLife Investors
Variable Annuity Account One (``VA Account One''), First MetLife
Investors Insurance Company (``First MetLife Investors''), First
MetLife Investors Variable Annuity Account One (``First VA Account
One''), MetLife Investors Insurance Company of California (``MetLife
Investors of California''), MetLife Investors Variable Annuity Account
Five (``VA Account Five''), MetLife Investors USA Insurance Company
(``MetLife Investors USA''), MetLife Investors USA Separate Account A
(``Separate Account A''), Metropolitan Life Insurance Company
(``MetLife''), Metropolitan Life Separate Account UL (``Separate
Account UL''), Metropolitan Life Separate Account DCVL (``Separate
Account DCVL''), Security Equity Separate Account Seven (``SE Separate
Account Seven''), Security Equity Separate Account Thirteen (``SE
Separate Account Thirteen''), New England Life Insurance Company (``New
England''), New England Variable Life Separate Account Four (``NEVL
Separate Account Four''), New England Variable Life Separate Account
Five (``NEVL Separate Account Five''), General American Life Insurance
Company (``General American'') (together with TIC, TLAC, Citicorp Life,
First Citicorp Life, MetLife Investors, First MetLife Investors,
MetLife Investors of California, MetLife Investors USA, MetLife, New
England and General American, the ``Insurance Companies''), General
American Separate Account Seven (``GA Separate Account Seven''),
General American Separate Account Eleven (``GA Separate Account
Eleven''), General American Separate Account Thirty Three (``Separate
Account Thirty Three'') (together with Separate Account Five, Separate
Account Six, Separate Account Seven, Separate Account Eight, Separate
Account Nine, Separate Account Ten, Separate Account Eleven, Separate
Account Twelve, Separate Account Thirteen, Separate Account Fourteen,
Fund U, Separate Account PF, Separate

Account TM, Fund ABD, Fund BD, Separate Account QP, Separate Account
QPN, Fund BD III, Separate Account 2002, Separate Account PP, Separate
Account CPPVUL I, Fund UL III, Fund UL, Separate Account PF II,
Separate Account TM II, Fund ABD II, Fund BD II, Fund BD IV, TLAC
Separate Account 2002, Fund UL II, Citicorp Separate Account, First
Citicorp Separate Account, VA Account One, First VA Account One, VA
Account Five, Separate Account A, Separate Account UL, Separate Account
DCVL, SE Separate Account Seven, SE Separate Account Thirteen, NEVL
Separate Account Four, NEVL Separate Account Five, GA Separate Account
Seven and GA Separate Account Eleven, the ``Separate Accounts''), Met
Investors Series Trust (``MIST'') and Metropolitan Series Fund, Inc.
(``Met Series Fund'') hereby apply for an Order of the Securities and
Exchange Commission (the ``Commission'') pursuant to Section 26(c) of
the Investment Company Act of 1940, as amended (the ``Act''), approving
the substitution of shares of certain series of MIST and Met Series
Fund (together, MIST and Met Series Fund are referred to as the
``Investment Companies'') for shares of comparable series of
unaffiliated registered investment companies, in each case held by
certain of the Separate Accounts to fund certain group and individual
variable annuity contracts and variable life insurance policies
(collectively, the ``Contracts'') issued by the Insurance Companies.
The Insurance Companies and the Separate Accounts are referred to
herein collectively as the ``Substitution Applicants.'' The Insurance
Companies, the Separate Accounts and the Investment Companies (the
``Section 17 Applicants'') also hereby apply for an order of exemption
pursuant to Section 17(b) of the Act from Section 17(a) of the Act to
permit the Insurance Companies to carry out certain of the
substitutions.
    Filing Date: The application was filed on December 20, 2005 and
amended on March 28, 2006.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Secretary of
the Commission and serving Applicants with a copy of the request
personally or by mail. Hearing requests should be received by the
Commission by 5:30 p.m. on April 26, 2006 and should be accompanied by
proof of service on Applicants, in the form of an affidavit or for
lawyers a certificate of service. Hearing requests should state the
nature of the writer's interest, the reason for the request and the
issued contested. Persons may request notification of a hearing by
writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090. Applicants; 5 Park Avenue, Suite 1900,
Irvine, California 92614.

FOR FURTHER INFORMATION CONTACT: Michael Kosoff, Staff Attorney, at
(202) 551-6754 or Harry Eisenstein, Branch Chief, Office of Insurance
Products, Division of Investment Management, at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee from
the Public Reference Branch of the Commission, 100 F Street, NE.,
Washington, DC 20549<PHONE_NUMBER>).

Applicants' Representations

General Description of Applicants

The Insurance Companies

    1. TIC is a stock life insurance company organized in 1863 under
the laws of Connecticut. TIC is an indirect wholly-owned subsidiary of
MetLife, Inc. TIC's principal place of business is located at One
Cityplace, Hartford, Connecticut 06103. MetLife, Inc., headquartered in
New York City, is publicly owned and through its subsidiaries and
affiliates is a leading provider of insurance and financial products
and services to individual and group customers. For purposes of the
Act, TIC is the depositor and sponsor of Separate Account Five,
Separate Account Seven, Separate Account Nine, Separate Account Eleven,
Separate Account Thirteen, Fund U, Separate Account PF, Separate
Account TM, Fund ABD, Fund BD, Separate Account QP, Separate Account
QPN, Fund BD III, TIC Separate Account 2002, Separate Account PP,
Separate Account CPPVUL I, Fund UL III and Fund UL as those terms have
been interpreted by the Commission with respect to variable annuity
separate accounts.
    2. TLAC is a stock life insurance company organized in 1973 under
the laws of Connecticut. TLAC is a wholly-owned subsidiary of MetLife,
Inc. TLAC's principal place of business is located at One Cityplace,
Hartford, Connecticut 06103. For purposes of the Act, TLAC is the
depositor and sponsor of Separate Account Six, Separate Account Eight,
Separate Account Ten, Separate Account Twelve, Separate Account
Fourteen, Separate Account PF II, Separate Account TM II, Fund ABD II,
Fund BD II, Fund BD IV, TLAC Separate Account 2002 and Fund UL II as
those terms have been interpreted by the Commission with respect to
variable annuity separate accounts.
    3. Citicorp Life (formerly Family Guardian Life Insurance Company)
is a stock life insurance company organized in 1971 under the laws of
Arizona. Citicorp Life is a wholly-owned subsidiary of MetLife, Inc.
Citicorp Life's address is 3225 North Central Avenue, Phoenix, Arizona
85012. For purposes of the Act, Citicorp Life is the depositor and
sponsor of Citicorp Separate Account as those terms have been
interpreted by the Commission with respect to variable annuity and
variable life separate accounts.
    4. First Citicorp Life is a stock life insurance company organized
in 1978 under the laws of New York. First Citigroup Life is an indirect
wholly-owned subsidiary of MetLife, Inc. First Citigroup Life's address
is 333 West 34th Street, 10th Floor, New York, New York 10001. For
purposes of the Act, First Citicorp Life is the depositor and sponsor
of First Citicorp Separate Account as those terms have been interpreted
by the Commission with respect to variable annuity separate accounts.
    5. MetLife Investors is a stock life insurance company organized on
August 17, 1981 under the laws of Missouri. MetLife Investors is a
wholly-owned subsidiary of MetLife, Inc. MetLife Investors' executive
offices are at 5 Park Plaza, Suite 1900, Irvine, California 92614. For
purposes of the Act, MetLife Investors is the depositor and sponsor of
VA Account One as those terms have been interpreted by the Commission
with respect to variable annuity separate accounts.
    6. First MetLife Investors is a stock life insurance company
organized on December 31, 1992 under the laws of New York. First
MetLife Investors is a wholly-owned subsidiary of MetLife, Inc. First
MetLife Investors' executive offices are at 200 Park Avenue, New York,
New York 10166. For purposes of the Act, First MetLife Investors is the
depositor and sponsor of First VA Account One as those terms have been
interpreted by the Commission with respect to variable annuity separate
accounts.
    7. MetLife Investors of California is a stock life insurance
company organized on September 6, 1972 under the laws of California.
MetLife Investors of California is an indirect wholly-owned subsidiary
of MetLife, Inc. MetLife Investors of California's executive offices
are at 5 Park Plaza, Suite 1900, Irvine, California 92614. For purposes
of

the Act, MetLife Investors of California is the depositor and sponsor
of VA Account Five as those terms have been interpreted by the
Commission with respect to variable annuity separate accounts.
    8. MetLife Investors USA is a stock life insurance company
organized on September 13, 1960 under the laws of Delaware. MetLife
Investors USA is an indirect wholly-owned subsidiary of MetLife.
MetLife Investors USA's executive offices are at 5 Park Plaza, Suite
1900, Irvine, California 92614. For purposes of the Act, MetLife
Investors USA is the depositor and sponsor of Separate Account A as
those terms have been interpreted by the Commission with respect to
variable annuity separate accounts.
    9. MetLife is a stock life insurance company organized in 1868
under the laws of New York. MetLife is a wholly-owned subsidiary of
MetLife, Inc. MetLife's executive offices are at 200 Park Avenue, New
York, New York 10166. For purposes of the Act, MetLife is the depositor
and sponsor of Separate Account UL, Separate Account DCVL, SE Separate
Account Seven and SE Separate Account Thirteen as those terms have been
interpreted by the Commission with respect to variable annuity and
variable life separate accounts.
    10. New England is a stock life insurance company organized in 1980
under the laws of Delaware. In 1996, New England was re-domesticated
under the laws of Massachusetts. New England is an indirect wholly-
owned subsidiary of MetLife, Inc. New England's executive offices are
at 501 Boylston Street, Boston, Massachusetts 02116. For purposes of
the Act, New England is the depositor and sponsor of NEVL Separate
Account Four and NEVL Separate Account Five as those terms have been
interpreted by the Commission with respect to variable life separate
accounts.
    11. General American is a stock life insurance company organized in
1933 under the laws of Missouri. General American is an indirect
wholly-owned subsidy of MetLife, Inc. General American's executive
offices are at 13045 Tesson Ferry, St. Louis, Missouri 63128. For
purposes of the Act, General American is the depositor and sponsor of
GA Separate Account Seven, GA Separate Account Eleven and Separate
Account Thirty Three, as those terms have been interpreted by the
Commission with respect to variable annuity separate accounts.

The Accounts

    12. Separate Account Five is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\1\
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    \1\ File Nos. 333-58783/811-08867.
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    13. Separate Account Five is currently divided into 77 sub-
accounts, 28 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 49 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Five (however, in some instances, Separate Account Five may own
more than five percent of such investment company).
    14. Separate Account Seven is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\2\
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    \2\ File Nos. 333-60227/811-08909.
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    15. Separate Account Seven is currently divided into 51 sub-
accounts, 11 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 40 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Seven (however, in some instances, Separate Account Seven may
own more than five percent of such investment company).
    16. Separate Account Nine is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\3\
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    \3\ File Nos. 333-82009, 333-65926/811-09411.
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    17. Separate Account Nine is currently divided into 130 sub-
accounts, 32 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 98 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Nine (however, in some instances, Separate Account Nine may own
more than five percent of such investment company).
    18. Separate Account Eleven is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\4\
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    \4\ File Nos. 333-101778/811-21262
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    19. Separate Account Eleven is currently divided into 146 sub-
accounts, 29 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 117 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Eleven (however, in some instances, Separate Account Eleven may
own more than five percent of such investment company).
    20. Separate Account Thirteen is a ``separate account'' as defined
by Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\5\
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    \5\ File Nos. 333-101777/811-12163.
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    21. Separate Account Thirteen is currently divided into 102 sub-
accounts, 29 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 73 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Thirteen (however, in some instances, Separate Account Thirteen
may own more than five percent of such investment company).
    22. Fund U is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\6\
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    \6\ File Nos. 002-79529, 333-116783, 333-117028/811-03575.
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    23. Fund U Account is currently divided into 65 sub-accounts, 29 of
which reflect the investment performance of a corresponding series of
funds affiliated with MIST and Met Series Fund, and 36 of which reflect
the performance of registered investment companies managed by advisers
that are not affiliated with Fund U (however, in some instances, Fund U
may own more than five percent of such investment company).
    24. Separate Account PF is a ``separate account'' as defined by
Rule

0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\7\
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    \7\ File Nos. 333-32589, 333-72334/811-08313.
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    25. Separate Account PF is currently divided into 54 sub-accounts,
7 of which reflect the investment performance of a corresponding series
of funds affiliated with MIST and Met Series Fund, and 47 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with Separate Account PF (however, in
some instances, Separate Account PF may own more than five percent of
such investment company).
    26. Separate Account TM is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\8\
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    \8\ File Nos. 333-40193/811-08477.
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    27. Separate Account TM is currently divided into 75 sub-accounts,
29 of which reflect the investment performance of a corresponding
series of funds affiliated with MIST and Met Series Fund, and 46 of
which reflect the performance of registered investment companies
managed by advisers that are not affiliated with Separate Account TM
(however, in some instances, Separate Account TM may own more than five
percent of such investment company).
    28. Fund ABD is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\9\
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    \9\ File Nos. 033-65343, 333-65506, 333-23311/811-07465.
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    29. Fund ABD is currently divided into 105 sub-accounts, 27 of
which reflect the investment performance of a corresponding series of
funds affiliated with MIST and Met Series Fund, and 78 of which reflect
the performance of registered investment companies managed by advisers
that are not affiliated with Fund ABD (however, in some instances, Fund
ABD may own more than five percent of such investment company).
    30. Fund BD is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\10\
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    \10\ File Nos. 033-73466/811-08242.
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    31. Fund BD is currently divided into 32 sub-accounts, 11 of which
reflect the investment performance of a corresponding series of funds
affiliated with MIST and Met Series Fund, and 21 of which reflect the
performance of registered investment companies managed by advisers that
are not affiliated with Fund BD (however, in some instances, Fund BD
may own more than five percent of such investment company).
    32. Separate Account QP is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered as a unit investment trust
for the purpose of funding the Contracts. Security interests under the
Contracts have been registered under the Securities Act of 1933.\11\
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    \11\ File Nos. 333-00165/811-07487.
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    33. Separate Account QP is currently divided into 87 sub-accounts,
29 of which reflect the investment performance of a corresponding
series of funds affiliated with MIST and Met Series Fund, and 58 of
which reflect the performance of registered investment companies
managed by advisers that are not affiliated with Separate Account QP
(however, in some instances, Separate Account QP may own more than five
percent of such investment company).
    34. Separate Account QPN was established as a segregated asset
account under Connecticut law in 1995. Separate Account QPN is a
``separate account'' as defined by Rule 0-1(e) under the Act and is
exempt from registration under the Act. Security interests under the
Contracts have been registered under the Securities Act of 1933.\12\
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    \12\ File Nos. 333-118412, 333-118415.
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    35. Separate Account QPN is currently divided into 89 sub-accounts,
33 of which reflect the investment performance of a corresponding
series of funds affiliated with MIST and Met Series Fund, and 56 of
which reflect the performance of registered investment companies
managed by advisers that are not affiliated with Separate Account QPN
(however, in some instances, Separate Account QPN may own more than
five percent of such investment company).
    36. Fund BD III is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\13\
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    \13\ File Nos. 333-70657/811-08225.
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    37. Fund BD III is currently divided into 98 sub-accounts, 31 of
which reflect the investment performance of a corresponding series of
funds affiliated with MIST and Met Series Fund, and 67 of which reflect
the performance of registered investment companies managed by advisers
that are not affiliated with Fund BD III (however, in some instances,
Fund BD III may own more than five percent of such investment company).
    38. Separate Account 2002 is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered as a unit investment trust
for the purpose of funding the Contracts. Security interests under the
Contracts have been registered under the Securities Act of 1933.\14\
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    \14\ File Nos. 333-100435/811-21220.
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    39. Separate Account 2002 is currently divided into 136 sub-
accounts, 31 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 105 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with TIC Separate
Account 2002 (however, in some instances, TIC Separate Account 2002 may
own more than five percent of such investment company).
    40. Separate Account PP serves as a separate account funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    41. Separate Account PP is currently divided into 104 sub-accounts,
23 of which reflect the investment performance of a corresponding
series of funds affiliated with MIST and Met Series Fund, and 81 of
which reflect the performance of registered investment companies
managed by advisers that are not affiliated with Separate Account PP
(however, in some instances, Separate Account PP may own more than five
percent of such investment company).
    42. Fund UL III is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered as a unit investment trust for the
purpose of funding the Contracts. Security interests under the
Contracts have been registered under the Securities Act of 1933.\15\
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    \15\ File Nos. 333-71349, 333-94779, 333-105335 and 333-113533/
811-09215..
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    43. Fund UL III is currently divided into 88 sub-accounts, 25 of
which reflect the investment performance of a

corresponding series of funds affiliated with MIST and Met Series Fund,
and 63 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Fund UL III
(however, in some instances, Fund UL III may own more than five percent
of such investment company).
    44. Separate Account CPPVUL I serves as a separate account funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    45. Separate Account CPPVUL I is currently divided into 132 sub-
accounts, 28 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 104 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account CPPVUL I (however, in some instances, Separate Account CPPVUL I
may own more than five percent of such investment company).
    46. Fund UL is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered as a unit investment trust for the
purpose of funding the Contracts. Security interests under the
Contracts have been registered under the Securities Act of 1933.\16\
Fund UL is currently divided into 73 sub-accounts, 25 of which reflect
the investment performance of a corresponding series of funds
affiliated with MIST and Met Series Fund, and 48 of which reflect the
performance of registered investment companies managed by advisers that
are not affiliated with Fund UL (however, in some instances, Fund UL
may own more than five percent of such investment company)
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    \16\ File Nos. 333-96515, 333-96519, 333-56952, 333-113109, 002-
88637 and 333-69771/811-03927..
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    47. Separate Account Six is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\17\
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    \17\ File Nos. 333-58809/811-08869.
---------------------------------------------------------------------------

    48. Separate Account Six is currently divided into 77 sub-accounts,
28 of which reflect the investment performance of a corresponding
series of funds affiliated with MIST and Met Series Fund, and 49 of
which reflect the performance of registered investment companies
managed by advisers that are not affiliated with Separate Account Six
(however, in some instances, Separate Account Six may own more than
five percent of such investment company).
    49. Separate Account Eight is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\18\
---------------------------------------------------------------------------

    \18\ File Nos. 333-60215/811-08907.
---------------------------------------------------------------------------

    50. Separate Account Eight is currently divided into 51 sub-
accounts, 11 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 40 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Eight (however, in some instances, Separate Account Eight may
own more than five percent of such investment company).
    51. Separate Account Ten is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\19\
---------------------------------------------------------------------------

    \19\ File Nos. 333-82013, 333-65922/811-09413.
---------------------------------------------------------------------------

    52. Separate Account Ten is currently divided into 130 sub-
accounts, 32 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 98 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Ten (however, in some instances, Separate Account Ten may own
more than five percent of such investment company).
    53. Separate Account Twelve is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\20\
---------------------------------------------------------------------------

    \20\ File Nos. 333-101814/811-21266.
---------------------------------------------------------------------------

    54. Separate Account Twelve is currently divided into 146 sub-
accounts, 29 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 117 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Twelve (however, in some instances, Separate Account Twelve may
own more than five percent of such investment company).
    55. Separate Account Fourteen is a ``separate account'' as defined
by Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\21\
---------------------------------------------------------------------------

    \21\ File Nos. 333-101815/811-21267.
---------------------------------------------------------------------------

    56. Separate Account Fourteen is currently divided into 102 sub-
accounts, 29 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 73 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account Fourteen (however, in some instances, Separate Account Fourteen
may own more than five percent of such investment company).
    57. Separate Account PF II is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\22\
---------------------------------------------------------------------------

    \22\File Nos. 333-32581, 333-72336/811-08317.
---------------------------------------------------------------------------

    58.Separate Account PF II is currently divided into 54 sub-
accounts, 7 of which reflect the investment performance of a
corresponding series of MIST and Met Series Fund or other affiliated
fund, and 47 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account PF II (however, in some instances, Separate Account PF II may
own more than five percent of such investment company).
    59.Separate Account TM II is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\23\
---------------------------------------------------------------------------

    \23\File Nos. 333-40191/811-08317.
---------------------------------------------------------------------------

    60. Separate Account TM II is currently divided into 75 sub-
accounts, 29 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 46 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate
Account TM II (however, in some instances, Separate Account TM II may
own more than five percent of such investment company).
    61.Fund ABD II is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under

the Act as a unit investment trust for the purpose of funding the
Contracts. Security interests under the Contracts have been registered
under the Securities Act of 1933.\24\
---------------------------------------------------------------------------

    \24\ File Nos. 033-65339, 333-65500, 333-23327/811-07463.
---------------------------------------------------------------------------

    62. Fund ABD II is currently divided into 105 sub-accounts, 27 of
which reflect the investment performance of a corresponding series of
funds affiliated with MIST and Met Series Fund, and 78 of which reflect
the performance of registered investment companies managed by advisers
that are not affiliated with Fund ABD II (however, in some instances,
Fund ABD II may own more than five percent of such investment company).
    63. Fund BD II is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\25\
---------------------------------------------------------------------------

    \25\ File Nos. 033-58131/811-07259.
---------------------------------------------------------------------------

    64. Fund BD II is currently divided into 32 sub-accounts, 11 of
which reflect the investment performance of a corresponding series of
funds affiliated with MIST and Met Series Fund, and 21 of which reflect
the performance of registered investment companies managed by advisers
that are not affiliated with Fund BD II (however, in some instances,
Fund BD II may own more than five percent of such investment company).
    65. Fund BD IV is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\26\
---------------------------------------------------------------------------

    \26\ File Nos. 333-70659/811-08223.
---------------------------------------------------------------------------

    66. Fund BD IV is currently divided into 98 sub-accounts, 31 of
which reflect the investment performance of a corresponding series of
funds affiliated with MIST and Met Series Fund, and 67 of which reflect
the performance of registered investment companies managed by advisers
that are not affiliated with Fund BD IV (however, in some instances,
Fund BD IV may own more than five percent of such investment company).
    67. TLAC Separate Account 2002 is a ``separate account'' as defined
by Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\27\
---------------------------------------------------------------------------

    \27\ File Nos. 333-100434/811-21221.
---------------------------------------------------------------------------

    68. TLAC Separate Account 2002 is currently divided into 136 sub-
accounts, 31 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 105 of which reflects the performance of a registered investment
company managed by an adviser that is not affiliated with TLAC Separate
Account 2002 (however, in some instances, TLAC Separate Account 2002
may own more than five percent of such investment company).
    69. Fund UL II is a ``separate account'' as defined by Rule 0-1(e)
under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\28\
---------------------------------------------------------------------------

    \28\ File Nos. 333-96521, 333-96517, 333-56958, 333-113110, 033-
63927 and 333-69773/811-07411.
---------------------------------------------------------------------------

    70. Fund UL II is currently divided into 68 sub-accounts, 20 of
which reflect the investment performance of a corresponding series of
funds affiliated with MIST and Met Series Fund, and 48 of which reflect
the performance of registered investment companies managed by advisers
that are not affiliated with Fund UL II (however, in some instances,
Fund UL II may own more than five percent of such investment company).
    71. Citicorp Separate Account is a ``separate account'' as defined
by Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\29\
---------------------------------------------------------------------------

    \29\ File Nos. 033-81626, 333-71379/811-08628.
---------------------------------------------------------------------------

    72. Citicorp Separate Account is currently divided into 59 sub-
accounts, 10 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 49 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Citicorp
Separate Account (however, in some instances, Citicorp Separate Account
may own more than five percent of such investment company).
    73. First Citicorp Separate Account is a ``separate account'' as
defined by Rule 0-1(e) under the Act and is registered under the Act as
a unit investment trust for the purpose of funding the Contracts.
Security interests under the Contracts have been registered under the
Securities Act of 1933.\30\
---------------------------------------------------------------------------

    \30\ File Nos. 033-83354, 333-71377/811-08732.
---------------------------------------------------------------------------

    74. First Citicorp Separate Account is currently divided into 59
sub-accounts, 10 of which reflect the investment performance of a
corresponding series of funds affiliated with MIST and Met Series Fund,
and 49 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with First
Citicorp Separate Account (however, in some instances, First Citicorp
Separate Account may own more than five percent of such investment
company).
    75. VA Account One is a ``separate account'' as defined by Rule 0-
1(e) under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts have been registered under the Securities Act of
1933.\31\
---------------------------------------------------------------------------

    \31\ File Nos. 033-39100, 333-34741 and 333-50540/811-05200.
---------------------------------------------------------------------------

    76. VA Account One is currently divided into 59 sub-accounts, 42 of
which reflect the investment performance of a corresponding series of
MIST or Met Series Fund, and 17 of which reflect the performance of
registered investment companies managed by advisers that are not
affiliated with VA Account One (however, in some instances, VA Account
One may own more than five percent of such investment company).
    77. First VA Account One is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\32\
---------------------------------------------------------------------------

    \32\ File Nos. 033-74174, 333-96773, 333-125613, 333-125617 and
333-125618/811-08036.
---------------------------------------------------------------------------

    78. First VA Account One is currently divided into 152 sub-
accounts, 83 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 14 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with First VA Account One (however, in
some instances, First VA Account One may own more than five percent of
such investment company).
    79. VA Account Five is a ``separate account'' as defined by Rule 0-
1(e) under the Act and is registered under the Act as a unit investment
trust for the purpose of funding the Contracts. Security interests
under the Contracts

have been registered under the Securities Act of 1933.\33\
---------------------------------------------------------------------------

    \33\ File Nos. 333-54016/811-07060.
---------------------------------------------------------------------------

    80. VA Account Five is currently divided into 58 sub-accounts, 42
of which reflect the investment performance of a corresponding series
of MIST or Met Series Fund, and 16 of which reflect the performance of
registered investment companies managed by advisers that are not
affiliated with VA Account Five (however, in some instances, VA Account
Five may own more than five percent of such investment company).
    81. Separate Account A was established as a segregated asset
account under Delaware law in 1980. Separate Account A is a ``separate
account'' as defined by Rule 0-1(e) under the Act and is registered
under the Act as a unit investment trust for the purpose of funding the
Contracts. Security interests under the Contracts have been registered
under the Securities Act of 1933.\34\
---------------------------------------------------------------------------

    \34\ File Nos. 333-125753, 333-125756 and 333-125757/811-03365.
---------------------------------------------------------------------------

    82. Separate Account A is currently divided into 157 sub-accounts,
80 of which reflect the investment performance of a corresponding
series of MIST or Met Series Fund, and 77 of which reflect the
performance of registered investment companies managed by advisers that
are not affiliated with Separate Account A (however, in some instances,
Separate Account A may own more that five percent of such investment
company).
    83. Separate Account UL is a ``separate account'' as defined by
Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\35\
---------------------------------------------------------------------------

    \35\ File Nos. 033-57320/811-06025.
---------------------------------------------------------------------------

    84. Separate Account UL is currently divided into 89 sub-accounts,
50 of which reflect the investment performance of a corresponding
series of MIST or Met Series Fund, and 39 of which reflect the
performance of registered investment companies managed by advisers that
are not affiliated with Separate Account UL (however, in some
instances, Separate Account UL may own more than five percent of such
investment company).
    85. Separate Account DCVL serves as a separate account funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    86. Separate Account DCVL is currently divided into 53 sub-
accounts, 21 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 32 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with Separate Account DCVL (however,
in some instances, Separate Account DCVL may own more than five percent
of such investment company).
    87. SE Separate Account Thirteen is a ``separate account'' as
defined by Rule 0-1(e) under the Act and is registered under the Act as
a unit investment trust for the purpose of funding the Contracts.
Security interests under the Contracts have been registered under the
Securities Act of 1933.\36\
---------------------------------------------------------------------------

    \36\ File Nos. 333-110185/811-08938.
---------------------------------------------------------------------------

    88. SE Separate Account Thirteen is currently divided into 17 sub-
accounts, 4 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 13 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with SE Separate Account Thirteen
(however, in some instances, SE Separate Account Thirteen may own more
than five percent of such investment company).
    89. SE Separate Account Seven serves as a separate account funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    90. SE Separate Account Seven is currently divided into 1 sub-
account, 0 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 1 of which
reflects the performance of a registered investment company managed by
an adviser that is not affiliated with SE Separate Account Seven
(however, in some instances, SE Separate Seven may own more than five
percent of such investment company).
    91. NEVL Separate Account Four serves as a separate account funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    92. NEVL Separate Account Four is currently divided into 34 sub-
accounts, 21 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 13 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with NEVL Separate Account Four
(however, in some instances, NEVL Separate Account Four may own more
than five percent of such investment company).
    93. NEVL Separate Account Five serves as a separate account funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    94. NEVL Separate Account Five is currently divided into 34 sub-
accounts, 21 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 13 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with NEVL Separate Account Five
(however, in some instances, NEVL Separate Account Five may own more
than five percent of such investment company).
    95. GA Separate Account Seven serves as a separate account funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.
    96. GA Separate Account Seven is currently divided into 64 sub-
accounts, 23 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 41 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with GA Separate Account Seven
(however, in some instances, GA Separate Account Seven may own more
than five percent of such investment company).
    97. GA Separate Account Eleven is a ``separate account'' as defined
by Rule 0-1(e) under the Act and is registered under the Act as a unit
investment trust for the purpose of funding the Contracts. Security
interests under the Contracts have been registered under the Securities
Act of 1933.\37\
---------------------------------------------------------------------------

    \37\ File Nos. 333-64216/811-04901.
---------------------------------------------------------------------------

    98. GA Separate Account Eleven is currently divided into 55 sub-
accounts, 40 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 15 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with GA Separate Account Eleven
(however, in some instances, GA Separate Account Eleven may own more
than five percent of such investment company).
    99. Separate Account Thirty Three serves as a separate funding
vehicle for certain Contracts that are exempt from registration under
Section 4(2) of the

Securities Act of 1933 and Regulation D thereunder.
    100. Separate Account Thirty Three is currently divided into 64
sub-accounts, 23 of which reflect the investment performance of a
corresponding series of MIST or Met Series Fund, and 41 of which
reflect the performance of registered investment companies managed by
advisers that are not affiliated with Separate Account Thirty Three
(however, in some instances, Separate Account Thirty Three may own more
than five percent of such investment company).

The Investment Companies

    101. Shares of MIST and Met Series Fund are sold exclusively to
insurance company separate accounts to fund benefits under variable
annuity contracts and variable life insurance policies sponsored by the
Insurance Companies or their affiliates. MIST is a Delaware statutory
trust organized on July 27, 2000. Met Series Fund is a Maryland
corporation organized on November 23, 1982. MIST and Met Series Fund
are each registered under the Act as open-end management investment
companies of the series type, and their securities are registered under
the Securities Act of 1933.\38\ Met Investors Advisory, LLC and MetLife
Advisers, LLC serve as investment adviser to MIST and Met Series Fund,
respectively. Each investment adviser is an affiliate of MetLife.
---------------------------------------------------------------------------

    \38\ File Nos. 333-48456/811-10183 and 002-80751/811-03618,
respectively.
---------------------------------------------------------------------------

The Substitutions

    102. Under the Contracts, the Insurance Companies reserve the right
to substitute shares of one fund with shares of another.
    103. Each Insurance Company, on its behalf and on behalf of the
Separate Accounts, proposes to make certain substitutions of shares of
thirty funds (the ``Existing Funds'') held in sub-accounts of its
respective Separate Accounts for certain series (the ``Replacement
Funds'') of MIST and Met Series Fund. The proposed substitutions are as
follows:\39\
---------------------------------------------------------------------------

    \39\ The specific classes of shares involved in the substitution
are described in the fee tables located in Appendix 1.
---------------------------------------------------------------------------

    (1) Shares of T. Rowe Price Large Cap Growth Portfolio for shares
of:
    (a) AllianceBernstein Large Cap Growth Portfolio--Fund U, Fund ABD,
Fund ABD II, Separate Account Nine, Separate Account Ten, Separate
Account 2002, TLAC Separate Account 2002, Separate Account Thirteen,
Separate Account Fourteen, Separate Account Eleven, Separate Account
Twelve, Separate Account PF, Separate Account PF II, Fund UL, First
Citicorp Separate Account, Citicorp Separate Account, Separate Account
TM, Separate Account TM II, Fund BD, Fund BD II, Fund BD III, Fund BD
IV, Separate Account QPN, Fund UL II, Fund UL III, Separate Account
CPPVUL I and Separate Account PP.
    (b) Appreciation Portfolio--Separate Account UL.
    (c) (Janus Aspen Series) Growth and Income Portfolio--Separate
Account QPN, Separate Account TM, Separate Account TM II, Separate
Account CPPVUL I and Separate Account PP.
    (d) VIP Growth Portfolio--VA Account One, First VA Account One, VA
Account Five, GA Separate Account Eleven, Separate Account UL, GA
Separate Account Seven, Separate Account Thirty Three, SE Separate
Account Seven, SE Separate Account Thirteen, NEVL Separate Account
Four, NEVL Separate Account Five, Separate Account CPPVUL I and
Separate Account PP.
    (2) Shares of Lord Abbett Growth and Income Portfolio for shares
of:
    (a) AllianceBernstein Growth and Income Portfolio--Separate Account
QPN, Citicorp Separate Account, First Citicorp Separate Account,
Separate Account TM, Separate Account TM II, Separate Account Nine,
Separate Account Ten, Separate Account 2002, TLAC Separate Account
2002, Fund BD III, Fund BD IV, Fund UL III, Separate Account UL,
Separate Account CPPVUL I and Separate Account PP.
    (b) Mutual Shares Securities Fund--Fund U, Separate Account QPN,
Separate Account QP, Fund ABD, Fund ABD II, Separate Account Nine,
Separate Account Ten, Separate Account 2002, TLAC Separate Account
2002, Fund UL, Separate Account Eleven, Separate Account Twelve,
Separate Account Thirteen, Separate Account Fourteen, Fund BD III, Fund
BD IV, Separate Account PF, Separate Account PF II, Separate Account
TM, Separate Account TM II, Separate Account Five, Separate Account
Six, First VA Account One, Separate Account A, Fund UL II, Separate
Account CPPVUL I and Separate Account PP.
    (c) Oppenheimer Main Street Fund/VA--Separate Account QPN, Fund
ABD, Fund ABD II, Separate Account Thirteen, Separate Account Fourteen,
Separate Account Nine, Separate Account Ten, Separate Account 2002,
TLAC Separate Account 2002, Separate Account Eleven, Separate Account
Twelve, Fund BD III, Fund BD IV, Separate Account PF, Separate Account
PF II, Separate Account QP, Separate Account Five, Separate Account
Six, Fund UL III and Separate Account CPPVUL I.
    (d) (Lord Abbett Series Fund) Growth & Income Portfolio--Separate
Account QPN, Fund ABD, Fund ABD II, Separate Account Nine, Separate
Account Ten, Separate Account 2002, TLAC Separate Account 2002,
Separate Account Thirteen, Separate Account Fourteen, Separate Account
Eleven, Separate Account Twelve, Fund BD III, Fund BD IV, Separate
Account Five, Separate Account Six, Separate Account TM, and Separate
Account TM II, Separate Account QP, Separate Account PP, Fund UL III
and Separate Account CPPVUL I.
    (e) VIP Growth and Income Portfolio--VA Account One, First VA
Account One and VA Account Five.
    (3) Shares of Neuberger Berman Real Estate Portfolio for shares of:
    (a) Delaware VIP REIT Series--Fund U, Separate Account QPN,
Separate Account QP, Fund ABD, Fund ABD II, Separate Account Nine,
Separate Account Ten, Separate Account 2002, TLAC Separate Account
2002, Fund UL, Separate Account Eleven, Separate Account Twelve,
Separate Account Thirteen, Separate Account Fourteen, Fund BD III, Fund
BD IV, Separate Account Five, Separate Account Six, Fund UL II, Fund UL
III, Separate Account CPPVUL I and Separate Account PP.
    (b) U.S. Real Estate Portfolio--Fund ABD, Fund ABD II, Separate
Account Seven, Separate Account Eight, Separate Account A, Separate
Account PF, Separate Account PF II, Separate Account PP, First VA
Account One and Separate Account CPPVUL I.
    (4) Shares of Oppenheimer Global Equity Portfolio for shares of:
    (a) Templeton Growth Securities Fund--Fund U, Separate Account QPN,
Separate Account QP, Fund ABD, Fund ABD II, Separate Account Nine,
Separate Account Ten, Separate Account 2002, TLAC Separate Account
2002, Separate Account Eleven, Separate Account Twelve, Separate
Account Thirteen, Separate Account Fourteen, Fund BD III, Fund BD IV,
Separate Account PF, Separate Account PF II, Separate Account Five,
Separate Account Six, First VA Account One, Separate Account A, Fund
UL, Fund UL II, Fund UL III, Separate Account CPPVUL I, Separate
Account PP and Separate Account DCVL.
    (b) Mercury Global Allocation V.I. Fund--Fund ABD, Fund ABD II,
Separate Account Nine, Separate Account Ten, Separate Account 2002,
TLAC Separate Account 2002, Separate Account Thirteen, Separate Account

Fourteen, Separate Account Eleven, Separate Account Twelve, Fund BD III
and Fund BD IV.
    (c) Global Franchise Portfolio--Fund ABD, Fund ABD II, Separate
Account Seven, and Separate Account Eight.
    (d) Oppenheimer Global Securities Fund/VA--Separate Account
Thirteen, Separate Account Fourteen, Separate Account Nine, Separate
Account Ten, Separate Account Eleven, Separate Account Twelve, Fund UL
III and Separate Account CPPVUL I.
    (5) Shares of Lord Abbett Mid Cap Value Portfolio for shares of:
Mid Cap Value Portfolio--Separate Account QPN, Separate Account QP,
Separate Account Five, Separate Account Six, Fund ABD, Fund ABD II,
Separate Account Nine, Separate Account Ten, Separate Account 2002,
TLAC Separate Account 2002, Fund BD III, Fund BD IV, Separate Account
Thirteen, Separate Account Fourteen, Separate Account Eleven, Separate
Account Twelve, Separate Account TM, Separate Account TM II, Fund UL
III, Separate Account CPPVUL I and Separate Account PP
    (6) Shares of Oppenheimer Capital Appreciation Portfolio for shares
of: Oppenheimer Capital Appreciation Fund/VA--Separate Account PF,
Separate Account PF II, Separate Account Thirteen, Separate Account
Fourteen, Separate Account Nine, Separate Account Ten, First VA Account
One, Separate Account Eleven, Separate Account A and Separate Account
Twelve
    (7) Shares of MFS Total Return Portfolio for shares of:
    (a) VIP Asset Manager Portfolio--Separate Account Five and Separate
Account Six.
    (b) Equity and Income Portfolio--Fund ABD, Fund ABD II, Separate
Account Seven, Separate Account Eight, Separate Account PF, Separate
Account A, First VA Account One and Separate Account PF II.
    (c) AIM V.I. Basic Balanced Fund--Separate Account CPPVUL I and
Separate Account PP.
    (d) Balanced Portfolio--Fund ABD, Fund ABD II, Separate Account
Nine, Separate Account Ten, Separate Account 2002, TLAC Separate
Account 2002, Separate Account Thirteen, Separate Account Fourteen,
Separate Account Eleven, Separate Account Twelve, Fund BD III, Fund BD
IV, Separate Account QP, Separate Account Five, Separate Account Six,
Separate Account DCVL, Fund UL III, Separate Account CPPVUL I and
Separate Account PP.
    (e) MFS Total Return Series--Citicorp Separate Account and First
Citicorp Separate Account.
    (f) Alger American Balanced Portfolio--Separate Account 2002, TLAC
Separate Account 2002, Separate Account Eleven, and Separate Account
Twelve.
    (8) Shares of Janus Aggressive Growth Portfolio for shares of:
    (a) Van Kampen LIT Emerging Growth Portfolio--Separate Account QPN,
Fund ABD, Fund ABD II, Separate Account PF, Separate Account PF II,
Citicorp Separate Account, First Citicorp Separate Account, Separate
Account TM, Separate Account TM II, Separate Account QP, Separate
Account Seven, Separate Account Eight, Separate Account Five, Separate
Account Six, Separate Account Nine, Separate Account Ten, Separate
Account 2002, Separate Account A, TLAC Separate Account 2002, Fund UL,
Fund UL II, Fund BD III, and Fund BD IV, Separate Account CPPVUL I,
First VA Account One and Separate Account PP.
    (b) MFS Emerging Growth Series--Citicorp Separate Account and First
Citicorp Separate Account.
    (9) Shares of BlackRock Money Market Portfolio for shares of:
    (a) Van Kampen LIT Money Market Portfolio--Fund ABD, Fund ABD II,
Separate Account Seven, Separate Account Eight, and Separate Account
QPN.
    (b) MFS Money Market Series--Citicorp Separate Account and First
Citicorp Separate Account.
    (10) Shares of Third Avenue Small Cap Value Portfolio for shares
of:
    (a) Mercury Value Opportunities V.I. Fund--Fund ABD, Fund ABD II,
Separate Account Nine, Separate Account Ten, Separate Account 2002,
TLAC Separate Account 2002, Separate Account Thirteen, Separate Account
Fourteen, Separate Account Eleven, Separate Account Twelve, Fund BD
III, and Fund BD IV.
    (b) Lazard Retirement Small Cap Portfolio--Fund ABD, Fund ABD II,
Fund ABD III, Fund BD IV, Fund U, Fund UL, Fund UL II, Separate Account
Ten, Separate Account Five, Separate Account Six, Separate Account
Nine, Separate Account QP, Separate Account QPN, Separate Account
Eleven, Separate Account Thirteen, Separate Account A, Separate Account
2002, TLAC Separate Account 2002, Separate Account Fourteen, Separate
Account Twelve, Separate Account TM, First VA Account One and Separate
Account TM II.
    (11) Shares of Salomon Strategic Bond Opportunities Portfolio for
shares of: MFS Strategic Income Series--Citicorp Separate Account and
First Citicorp Separate Account.
    104. Set forth below is a description of the investment objectives,
the principal investment policies and principal risk factors of each
Existing Fund and its corresponding Replacement Fund.

------------------------------------------------------------------------
           Existing fund                       Replacement fund
------------------------------------------------------------------------
AIM V.I. Basic Balanced Fund--seeks  MFS Total Return Portfolio--seeks a
 long-term growth of capital and      favorable total return through an
 current income. The Fund normally    investment in a diversified
 invests a minimum of 30% and a       portfolio. The Portfolio normally
 maximum of 70% of its total assets   invests at least 40% but not more
 in equity securities of large        than 75% of its net assets in
 market capitalization companies      common stocks and related
 and a minimum of 25% and a maximum   securities such as preferred
 of 70% of its total assets in        stocks, and bonds, warrants or
 investment grade non-convertible     rights convertible into stock. The
 debt securities. The Fund does not   Portfolio may also invest in
 invest in non-investment grade       depositary receipts for such
 debt securities. The Fund may        equity securities. At least 25% of
 invest up to 25% of its total        the Portfolio's net assets is
 assets in convertible securities.    normally invested in non-
 The Fund may invest up to 25% of     convertible fixed-income
 its total assets in foreign          securities and up to 20% of its
 securities. In selecting the         net assets may be in non-
 percentages of assets to be          investment grade debt securities.
 invested in equity or debt           However, historically, the
 securities, the portfolio managers   Portfolio does not invest a
 consider such factors as general     significant portion of its assets
 market and economic conditions, as   in non-investment grade debt
 well as, trends, yields, interest    securities. For the period January
 rates and change in fiscal and       1, 2001 to December 31, 2005, the
 monetary policies. In selecting      Portfolio investment in non-
 equity investments, the portfolio    investment grade debt securities
 managers seeks companies whose       has ranged from 0.08% to 0.96%. As
 stock prices are undervalued and     of 12/31/05 the Portfolio had
 that provide the potential for       invested 0.56% of its assets in
 attractive returns. The portfolio    non-investment grade debt
 managers will purchase debt          securities. The Portfolio may
 securities for both capital          invest up to 20% of its net assets
 appreciation and income, and to      in foreign securities and may have
 provide portfolio diversification.   exposure to foreign currencies
Principal Risks:                      through its investments in these
 Market Risk                  securities. As of 12/31/05, the
 Market Capitalization Risk   weighting of investments in
 Investment Style Risk        foreign securities was 5.73%. The
 Interest Rate Risk           Portfolio focus on undervalued
 Credit Risk                  equity securities issued by
 Foreign Investment Risk      companies with large market
 Other Risks: The value of    capitalizations ($5 billion or
 convertible securities in which      more).
 the fund invests may also be        Principal Risks:
 affected by market interest rates,   Market Risk
 the risk that the issuer may         Market Capitalization Risk
 default on interest or principal     Investment Style Risk
 payments and the value of the        Interest Rate Risk
 underlying stock into which these    Credit Risk
 securities may be converted.         Foreign Investment Risk
Alger American Balanced Portfolio--
 seeks current income and long-term
 capital appreciation. The
 Portfolio primarily invests in
 equity securities of large market
 capitalization companies, such as
 common or preferred stock, which
 are listed on U.S. exchanges or in
 the over-the-counter market. The
 Portfolio focuses on stocks of
 companies with growth potential.
 Under normal circumstances, at
 least 25% of the Portfolio's net
 assets are invested in fixed-
 income senior securities. The
 Portfolio does not invest in non-
 investment grade debt securities.
 The Portfolio may invest up to 20%
 of its assets in foreign
 securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
Balanced Portfolio--seeks long-term
 capital growth, consistent with
 preservation of capital and
 balanced by current income. The
 Portfolio normally invests 50-60%
 of its assets in equity securities
 of any market capitalization
 companies selected primarily for
 their growth potential, these
 include common stocks, preferred
 stocks, convertible securities, or
 other securities selected for
 their growth potential. The
 Portfolio also invests 40-50% of
 its assets in securities selected
 primarily for their income
 potential, which primarily will
 include fixed-income securities.
 The Portfolio normally invests at
 least 25% of its assets in fixed-
 income senior securities. The
 Portfolio will limit its
 investments in high-yield/high-
 risk bonds to less than 35% of its
 net assets. There are no limits on
 the countries in which the
 Portfolio may invest and the
 Portfolio may at times have
 significant foreign exposure. The
 Portfolio may not invest more than
 15% of its total assets in
 illiquid securities. Other types
 of investments that the Portfolio
 may invest its assets in include:
 Indexed/structured securities;
 options; futures; forwards; swap
 agreements; participatory notes;
 short sales; ``against the box''
 and when issued, delayed delivery
 or forward commitment securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     High-Yield Debt
     Security Risk
     Other Risk:
     Derivatives Risk

Equity and Income Portfolio--seeks
 both capital appreciation and
 current income. Under normal
 circumstances, at least 80% of the
 Portfolio's assets will be
 invested in income producing
 equity securities (including
 common stocks, preferred stocks
 and convertible securities) and
 investment grade fixed-income
 securities (including securities
 rated BBB or higher by Standard's
 & Poors or Baa or higher by
 Moody's Investors Service, Inc. or
 unrated securities determined by
 the Adviser to be of comparable
 quality). The Portfolio generally
 does not invest in non-investment
 grade debt securities. The
 Portfolio, under normal market
 conditions will invest at least
 65% of its total assets in income-
 producing equity securities of
 large market capitalization
 companies (including without
 limitation common or preferred
 stocks, interest paying
 convertible debentures or bonds,
 or zero coupon convertible
 securities). The Portfolio may
 purchase and sell certain
 derivative instruments, such as
 options, futures contracts and
 options on futures contracts. The
 Portfolio intends to diversify its
 investments among various
 industries, although it may invest
 up to 25% of its total assets in a
 particular industry at any one
 time. The Portfolio may invest up
 to 25% of its total assets in
 securities of foreign issuers.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     Other Risks: The
     prices of convertible
     securities are affected by
     changes similar to those of
     equity and fixed income
     securities. The value of a
     convertible security tends to
     decline as interest rates rise
     and, because of the conversion
     features, tend to vary with
     fluctuations in the market
     value of the underlying equity
     security.
     Other Risks:
     Derivatives Risks
MFS Total Return Series--seeks
 above average in consistent with
 the prudent employment of capital.
 The Series' secondary objective is
 to provide reasonable opportunity
 for growth of capital and income.
 The Series is a ``balanced fund''
 and invests in a combination of
 equity and fixed-income
 securities. Under normal market
 conditions the Series invests at
 least 40%, but not more than 75%
 of its net assets in common stocks
 and related securities (including,
 preferred stock, bonds, warrants
 or rights convertible into stock,
 and depositary receipts). At least
 25% of the Portfolio's net assets
 is normally invested in non-
 convertible fixed-income
 securities (including, U.S.
 government securities, mortgage-
 backed, collateralized mortgage
 obligations securities and
 corporate bonds). The Series is
 permitted to invest in foreign
 securities and non-investment
 grade debt securities. The manager
 of the Series is also the manager
 of the Replacement Fund.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Styles Risk
     Foreign Investment
     Risk
     High-Yield Debt
     Security Risk
     Credit Risk
     Interest Rate Risk
     Other Risks:
     Derivatives Risk
VIP Asset Manager Portfolio--seeks
 a high total return with reduced
 risk over the long term by
 allocating its assets among stocks
 and bonds of large market
 capitalization companies and short
 term instruments. The Portfolio
 maintains a neutral mix over time
 of 50% of assets in stocks, 40% of
 assets in bonds, and 10% of assets
 in short-term money market
 instruments. The Portfolio may
 adjust the allocation among the
 asset classes gradually within the
 following ranges: stock class (30%-
 70%), bond class (20%-60%), and
 short-term and money market class
 (0%-50%). The portfolio manager
 selects issuers based on an
 evaluation of the security's
 current price relative to
 estimated long-term value. The
 Portfolio may invest up to 50% of
 its net assets in foreign
 securities. The Portfolio may
 invest up to 15% of its assets in
 non-investment grade debt
 securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk

     Investment Styles Risk
     Foreign Investment
     Risk
     High Yield Debt
     Security Risk
     Credit Risk
     Interest Rate Risk
AllianceBernstein Growth and Income  Lord Abbett Growth and Income
 Portfolio--seeks long-term growth    Portfolio--seeks long-term growth
 of capital through investments       of capital and income without
 primarily in dividend-paying         excessive fluctuation in market
 common stocks of good quality. The   value. The Portfolio normally
 Portfolio primarily invests in       invests 80% of its net assets in
 dividend-paying common stocks of     equity securities of large (at
 large, well-established ``blue-      least $5 billion of market
 chip'' companies. The Fund may       capitalization), seasoned U.S. and
 also invest in foreign securities.   multinational companies that are
 Although there are no stated         believed to be undervalued. The
 limits on investment in foreign      Portfolio may also invest in
 securities, for the period January   foreign securities up to 10% of
 1, 2001 to December 31, 2005,        its assets. As of 12/31/05, 7.3%
 investment in foreign securities     of the Portfolio's assets was
 ranged from 0% to 2.64%. As of 12/   invested in foreign securities.
 31/05, investments in foreign       Principal risks:
 securities was 0%. Since the         Market Risk
 purchase of foreign securities       Market Capitalization Risk
 entails certain political and        Investment Style Risk
 economic risks, the Fund restricts   Foreign Investment Risk
 its investments in these
 securities to issues of high
 quality. The Fund also may invest
 in fixed-income securities and
 convertible securities. The Fund
 also may try to realize income by
 writing covered call options
 listed on domestic securities
 exchanges. The Fund also may:
 invest in non-dividend paying
 stocks; purchase and sell
 financial forward and futures
 contracts and options on these
 securities for hedging purposes;
 make loans of portfolio securities
 up to 33\1/3\% of its total assets
 (including collateral for any
 security loaned); and invest up to
 10% of its total assets in
 illiquid securities.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     Other Risk:
     Derivatives Risk
(Lord Abbett Series Fund) Growth
 and Income Portfolio--seeks long-
 term growth of capital and income
 without excessive fluctuations in
 market price. Under normal
 circumstances the Portfolio will
 invest at least 80% of its net
 assets in equity securities
 (including, common stocks,
 preferred stocks, convertible
 securities, warrants and similar
 investments) of large, seasoned
 U.S. and multinational companies.
 The Portfolio invests primarily in
 the securities of companies that
 fall within the market
 capitalization range of the
 Russell 1000 Index (between $471
 million to $352 billion). The
 Portfolio may also invest up to
 10% of its assets in the
 securities of foreign issuers,
 (the Portfolio does not consider
 American Depositary Receipts
 (``ADRs'') as a foreign security).
 As of 12/31/05, 7.3% of the
 Portfolio's assets was invested in
 foreign securities. The manager of
 the Portfolio also manages the
 Replacement Fund.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Foreign Investment
     Risk
Mutual Shares Securities Fund--
 seeks capital appreciation. Income
 is a secondary goal. The Fund
 invests at least 65% of its assets
 in equity securities believed to
 be undervalued. The Fund invests
 primarily in medium- and large-
 capitalization companies with a
 market capitalization greater than
 $1.5 billion. The Fund may also
 invest between 25-50% of its
 assets in small-capitalization
 companies. The Fund may invest up
 to 35% of its assets in foreign
 securities, which may include
 sovereign debt and participations
 in foreign government debts. As of
 12/31/05, 34% of the Portfolio's
 assets was invested in foreign
 securities. The Fund may from time
 to time attempt to hedge against
 currency risk using forward
 foreign currency exchange
 contracts. The Fund may also
 engage from time to time in an
 arbitrage strategy where it
 simultaneously purchases a
 security and sells another
 security short. The Fund may also
 invest in the securities of
 distressed companies, including
 bank debt, lower-rated or
 defaulted debt securities,
 comparable unrated debt
 securities, or other indebtedness
 of such companies.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     High-Yield Debt
     Security Risk
     Foreign Investment
     Risk

     Credit Risk
     Other Risk:
     Derivatives Risk
Oppenheimer Main Street Fund/VA--
 seeks high total return (which
 includes growth in the value of
 its shares as well as current
 income). The Fund invests mainly
 in common stocks of U.S. companies
 of different capitalization
 ranges, presently focusing on
 large-capitalization issuers. The
 Fund does not currently emphasize
 investments in debt securities but
 may invest in them, including debt
 securities rated below investment
 grade (or, if unrated, determined
 by the investment adviser to be of
 comparable quality). The Fund may
 invest in other equity securities
 including, preferred stocks and
 convertible securities. The Fund
 may also invest in foreign equity
 and debt securities including
 those rated below investment grade
 by a nationally recognized ratings
 organization. Although there are
 no stated limits on investment in
 foreign securities, for the period
 January 1, 2001 to December 31,
 2005, investment in foreign
 securities ranged from 1.0% to
 3.8%. As of 12/31/05, investments
 in foreign securities was 1.2%.
 The Fund may also invest in a
 number of different kinds of
 derivative instruments, including
 exchange-traded options, futures
 contracts, mortgage-related
 securities and other hedging
 instruments.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     High-Yield Security
     Risk
     Foreign Investment
     Risk
     Other Risk:
     Derivatives Risk
VIP Growth and Income Portfolio--
 seeks high total return through a
 combination of income and capital
 appreciation. Normally, the
 Portfolio invests a majority of
 its assets in common stocks with a
 focus on those that pay current
 dividends or show a potential for
 capital appreciation. Portfolio
 may invest in growth or value
 stocks of foreign and domestic
 issuers. Although there are no
 stated limits on investment in
 foreign securities, for the period
 December 31, 2002 to December 31,
 2005, investment in foreign
 securities ranged from 0.8% to
 9.5%. As of 12/31/05, investments
 in foreign securities was 9.5%.
 The Portfolio may also invest in
 bonds, including lower-quality
 debt securities, as well as stocks
 that are not currently paying
 dividends, but offer prospects for
 future income or capital
 appreciation.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investment
     Risk
     High-Yield Security
     Risk
AllianceBernstein Large Cap Growth   T. Rowe Price Large Cap Growth
 Portfolio 1--seeks growth of         Portfolio--seeks long-term growth
 capital. Normally the Portfolio      of capital and, secondarily,
 invests at least 80% of its net      dividend income. Normally, the
 assets in common stocks of large-    Portfolio invests at least 80% of
 capitalization companies (i.e.,      these assets in the common stocks
 those within the market              and other securities of large
 capitalization range of the          capitalization companies (i.e.,
 Russell 1000 Growth Index but        those within the market
 generally with a market              capitalization range of the
 capitalization of at least $5        Russell 1000 Index). The
 billion). Normally, the Portfolio    investment adviser seeks companies
 invests in about 40-60 companies,    that have the ability to pay
 with the 25 most highly regarded     increasing dividends through
 of these companies usually           strong cash flow. The Portfolio
 constituting approximately 70% of    may also purchase other
 the Portfolio's assets. The          securities, including foreign
 Portfolio may invest up to 20% of    stocks, hybrid securities and
 its assets in foreign securities.    futures and options, in keeping
 The Portfolio may also invest up     with the Portfolio's investment
 to 20% of its assets in              objective. Historically, the
 convertible securities. The          Portfolio has not invested in
 Portfolio may, but usually does      derivatives. As of 12/31/05,
 not, use derivatives.                investments in derivatives was 0%.
Principal Risks:                      The Portfolio may invest up to 30%
 Market Risk                  of its assets in foreign
 Investment Style Risk        securities, excluding American
 Market Capitalization Risk   Depositary Receipts.
 Foreign Investment Risk     Principal Risks:
 Interest Rate Risk           Market Risk
 Other Risks: Because the     Market Capitalization Risk
 Portfolio may invest its assets in   Investment Style Risk
 a small number of issuers, the       Foreign Investment Risk
 Portfolio is more susceptible to     Other Risks: Derivatives
 any single-economic, political or    Risk
 regulatory event affecting those
 issuers than is a diversified
 portfolio.

Appreciation Portfolio--seeks long-  ...................................
 term capital growth consistent
 with the preservation of capital;
 current income is its secondary
 goal. The Portfolio normally
 invests at least 80% of its assets
 in the common stocks of ``blue
 chip'' companies with total market
 capitalizations of more than $5
 billion. The Portfolio employs a
 ``buy-and-hold'' investment
 strategy, which has generally
 resulted in an annual portfolio
 turnover of below 15%. The
 Portfolio may invest up to 10% of
 its assets in foreign securities.
 The Portfolio does not use
 derivatives.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Foreign Investment
     Risk
(Janus Aspen Series) Growth and
 Income Portfolio--seeks long-term
 capital growth and current income.
 The Portfolio normally invests in
 common stocks. It will normally
 invest up to 75% of its assets in
 equity securities selected for
 their growth potential and at
 least 25% of its assets in
 securities the portfolio manager
 believes have income potential.
 The Portfolio may invest
 significantly in foreign
 securities. The Portfolio will
 limit its investments in high-
 yield/high-risk bonds to less than
 35% of its net assets. The
 Portfolio may also invest in the
 following securities: Indexed/
 structured securities; options;
 futures; swap agreements;
 participatory notes and other
 types of derivatives; short sales
 ``against the box''; and
 securities purchased on a when-
 issued, delayed delivery or
 forward commitment basis. As of
 June 30, 2005, the Portfolio held
 no high-yield/high-risk bonds.
Principal Risks:
     Market Risk
     Investment Style Risk
     Market Capitalization
     Risk
     Interest Rate Risk
     Credit Risk
     Foreign Investments
     Risk
     High-Yield Debt
     Security Risk
     Other Risk: Derivative
     Risk
VIP Growth Portfolio \2\--seeks
 capital appreciation. Normally,
 the Portfolio invests at least 80%
 of its assets in common stocks of
 foreign and domestic issuers that
 have above average growth
 potential. The Portfolio may
 invest up to 50% of its assets in
 the securities of foreign issuers.
 The Portfolio may also use various
 techniques, such as buying and
 selling futures contracts, and
 exchange traded funds to increase
 the Portfolio's exposure to
 changing securities prices or to
 other factors that affect security
 values.
Principal Risks:
     Market Risk
     Market Capitalization
     Risk
     Investment Style Risk
     Foreign Investments
     Risk
     Other Risk:
     Derivatives Risk
Delaware VIP REIT Series ,\13\--     Neuberger Berman Real Estate
 seeks long-term total return, and    Portfolio--seeks total return
 a secondary objective of capital     through investment in real estate
 appreciation. The Series is non-     securities, emphasizing both
 diversified. Under normal            capital appreciation and current
 circumstances the Series will        income. The Portfolio is non-
 invest at least 80% of its net       diversified. The Portfolio
 assets in securities of real         invests, normally, at least 80% of
 estate investment trusts. The        its assets in equity securities of
 Series may also invest in the        real estate investment trusts and
 equity securities of real estate     other securities issued by real
 industry operating companies. The    estate companies. The Portfolio
 Series may invest up to 10% of its   may invest up to 20% of its assets
 net assets in foreign securities,    in investment grade or non-
 not including American Depositary    investment grade (minimum rating
 Receipts. The Series may also        of B) debt securities.
 invest in convertible securities,   Principal Risks:
 debt and non-traditional equity      Market Risk
 securities, options an futures;      Real Estate Investment
 repurchase agreements; restricted    Risk
 securities; illiquid securities;     Interest Rate Risk
 and when issued or delayed           Credit Risk
 delivery securities.                 High-Yield Debt Security
Principal Risks:                      Risk
 Market Risk                  Market Capitalization Risk
 Interest Rate Risk           Investment Style Risk
 Real Estate Investment       Other Risks: Because the
 Risk                                 Portfolio may invest its assets in
 Foreign Investment Risk      a small number of issuers, the
 Other Risks: Because the     Portfolio is more susceptible to
 Series may invest its assets in a    any single-economic, political or
 small number of issuers, the         regulatory event affecting those
 Series is more susceptible to any    issuers than is a diversified
 single-economic, political or        portfolio.
 regulatory event affecting those
 issuers than is a diversified
 portfolio
 Other Risk: Derivatives
 Risk

U.S. Real Estate Portfolio--seeks
 above average current income and
 long-term capital appreciation.
 The Portfolio is non-diversified.
 Under normal circumstances, at
 least 80% of the Portfolio's
 assets will be invested in equity
 securities of companies in the
 U.S. real estate industry, which
 includes real estate investment
 trusts and real estate operating
 companies. The portfolio manager
 uses a value-driven approach to
 its bottom-up security selection
 approach.
Principal Risks:
 Market Risk
 Investment Style Risk
 Interest Rate Risk
 Real Estate Investment
 Risk
 Other Risks: Because the
 Portfolio may invest its assets in
 a small number of issues, the
 Portfolio is more susceptible to
 any single-economic, political or
 regulatory event affecting those
 issuers than is a diversified
 portfolio
Mercury Global Allocation V.I.       Oppenheimer Global Equity
 Fund--seeks high total investment    Portfolio--seeks capital
 returns (which includes a            appreciation. Under normal
 combination of capital               circumstances the portfolio
 appreciation and investment          invests at least 80% of its net
 income). The Fund invests in         assets in equity securities. The
 equity, debt and money market        Portfolio seeks broad portfolio
 securities. The Fund may invest up   diversification in different
 to 35% of its net assets in debt     countries to help moderate the
 securities rated below investment    special risks of foreign
 grade corporate loans and            investing. The Portfolio may
 ``distressed securities.''           invest without limitation in
 Generally, the Fund seeks            foreign securities, including
 diversification across markets,      developing and emerging markets.
 countries, industries and issuers    The Portfolio emphasizes its
 as one of its strategies to reduce   investments in developed markets
 volatility. Although the Fund has    such as the United States, Western
 no geographical restrictions on      european countries and Japan. The
 its investments it typically         Portfolio does not intent to
 invests in the securities of the     invest more than five percent of
 companies and governments of North   its net assets in debt securities
 and South America, Europe and the    including below investment grade
 Far East. As of June 30, 2005,       securities. The Portfolio may also
 approximately 58% of the             use derivatives to hedge or
 Portfolio's assets was invested in   protect its assets from
 equity securities and                unfavorable shift in securities
 approximately 19.85% in debt         prices or interest rates, to
 securities and the remainder is      maintain exposure to broad equity
 invested in cash or cash             markets or, for speculative
 equivalents. Below investment        purposes to enhance return.
 grade debt securities amounted to    However, for the past 5 years the
 7.15%.                               portfolio has almost never used
Principal Risks:                      derivatives.
 Market Risk                 Principal Risks:
 Interest Rate Risk           Market Risk
 Credit Risk                  Investment Style Risk
 Investment Style Risk        Foreign Investment Risk
 Foreign Investment Risk      Market Capitalization Risk
 High-Yield Debt Security     Other Risks: Derivative
 Risk                                 Risk
Global Franchise Portfolio--seeks
 long-term capital appreciation.
 The Portfolio invests primarily in
 equity securities of any size
 issuers located throughout the
 world that are believed to have,
 among other things, resilient
 business franchise and growth
 potential. Under normal market
 conditions the Portfolio will
 invest in securities of issuers
 from at least three different
 countries, including both
 developed and emerging market
 countries, and which may include
 the United States. Securities are
 selected on a global basis with a
 strong bias towards value. The
 Portfolio is non-diversified and
 may concentrate its holdings in a
 relatively small number of
 companies and may invest up to 25%
 of its assets in a single issuer.
Principal Risks
 Market Risk
 Investment Style Risk
 Foreign Investment Risk
 Market Capitalization Risk
 Investment Style Risk
 Other Risks: Because the
 Portfolio may invest its assets in
 a small number of issuers, the
 portfolio is more susceptible to
 any single-economic, political or
 regulatory event affecting those
 issuers than is a diversified
 portfolio.
Oppenheimer Global Securities Fund/
 VA--seeks long-term capital
 appreciation. The Fund invests a
 substantial portion of its assets
 in the common stock and other
 equity securities (including
 preferred stocks and convertible
 securities) of foreign issuers,
 ``growth-type'' companies,
 cyclical industries and special
 situations that are considered to
 have appreciation possibilities.
 The Fund may invest in both
 developed and emerging markets and
 will normally invest in at least
 three different countries (one of
 which may be the United States).
 Typically the Fund invests in a
 number of different countries. The
 Fund may invest in the securities
 of issuers of any market
 capitalization range. The Fund can
 also use hedging instruments and
 certain derivative investments to
 try and manage investment risks.

Principal Risks:
 Market Risk
 Market Capitalization Risk
 Investment Style Risk
 Foreign Investment Risk
 Credit Risk
 Other Risks: Derivatives
 Risk
Templeton Growth Securities Fund--
 Seeks long term capital growth.
 The Fund invests mainly in equity
 securities of companies located
 anywhere in the world, including
 those in the U.S. and emerging
 markets. The Fund may invest
 without limitation in foreign
 securities. Up to 15% of the
 Fund's net assets may be invested
 in debt securities, including 10%
 of net assets in debt securities
 rated below investment grade. The
 Fund may also invest up to five
 percent of its assets in swap
 agreements, put and call options
 and collars. The portfolio manager
 investment philosophy is ``bottom-
 up'', value-oriented and long-
 term. The Fund may from time to
 time have significant investments
 in particular countries or in
 particular sectors.
Principal Risks:
     Market Risk
     Investment Style Risk
     Foreign Investment
     risk
     Other Risks:
     Derivatives Risk
     Other Risks: By
     focusing on investments in
     particular countries or
     sectors from time to time, the
     Fund carries greater risks of
     adverse developments in a
     country or sector than a fund
     that always invests in a wide
     variety of countries and
     sectors.
Mercury Value Opportunities V.I.     Third Avenue Small Cap Value
 Fund \4\--seeks long-term growth     Portfolio--seeks long-term capital
 of capital. The fund primarily       appreciation. Normally, the
 invests in common stock of small-    Portfolio, which is non-
 cap companies and emerging growth    diversified, invests at least 80%
 companies that Fund management       of its net assets in equity
 believes have special investment     securities of small companies
 value. The Fund tries to choose      whose market capitalization is no
 investments that will increase in    greater than nor less than the
 value. The Fund also seeks to        range of capitalization of
 invest in emerging growth            companies in the Russell 2000
 companies that occupy dominant       Index or the S&P Small Cap 600
 positions in developing              Index. The Portfolio seeks to
 industries, have strong management   acquire common stocks of well-
 and demonstrate successful product   financed companies at a
 development and marketing            substantial discount to what the
 capabilities. The Fund can invest    investment adviser believes is
 up to 30% of its assets in foreign   their true value. The Portfolio
 securities including securities of   may invest up to 25% of its assets
 emerging market issuers.             in foreign securities. As of
Principal Risks:                      December 31, 2005, 11.4% of the
 Market Risk                  Portfolio's assets were invested
 Market Capitalization Risk   in foreign securities.
 Investment Style Risk       Principal Risks:
 Foreign Investment Risk      Market Risk
Lazard Retirement Small Cap           Market Capitalization Risk
 Portfolio \5\--seeks long-term       Investment Style Risk
 capital appreciation. Under normal   Foreign Investment Risk
 circumstances, at least 80% of the  Other Risks: Because the Portfolio
 Portfolio's assets are invested in   may invest its assets in a small
 equity securities, primarily         number of issuers, the Portfolio
 common stock of small-cap            is more susceptible to any single-
 companies with market                economic, political or regulatory
 capitalizations within the range     event affecting those issuers than
 of the companies included in the     is a diversified portfolio.
 Russel 2000 Index. The portfolio
 manager looks for companies that
 are undervalued relative to their
 earnings, cash flow, asset values
 or other measures of value.The
 Portfolio may also invest up to
 20% of its assets in equity
 securities of larger U.S.
 companies. The Portfolio
 occasionally invests in foreign
 securities. There are no stated
 limits for investments in foreign
 securities. For the period
 December 31, 2001 to December 31,
 2005, the Portfolio's investment
 in foreign securities ranged from
 0% to 3.4% of its assets. As of
 December 31, 2005,the weighting of
 investments in foreign securities
 was 0.07%.
Principal Risks:
 Market Risk
 Market Capitalization Risk
     Investment Style Risk

Mid-Cap Value Portfolio--seeks       Lord Abbett Mid-Cap Value
 capital appreciation through         Portfolio--seeks capital
 investments, primarily in equity     appreciation through investments,
 securities, which are believed to    primarily in equity securities,
 be undervalued in the marketplace.   which are believed to be
 The Portfolio invests at least 80%   undervalued in the marketplace.
 of its assets in mid-sized           The Portfolio invests at least 80%
 companies with a capitalization      of its assets in mid-sized
 range of the companies in the        companies in the Russell Mid Cap
 Russell Mid Cap Index, as of         Index which is roughly $500
 February 28, 2005 the market         million to $10 billion. The
 capitalization range of the          Portfolio invests primarily in
 Russell Mid Cap Index was $564       common stocks, including
 million to $37 billion. The          convertible securities, of
 portfolio invests primarily in       companies with good prospects for
 common stocks, including             improvement in earning trends or
 convertible securities, of           asset values that are not yet
 companies with good prospects for    fully recognized. The Portfolio
 improvement in earning trends or     may invest up to 10% of its assets
 asset values that are not yet        in foreign securities.
 fully recognized. The Portfolio     Principal Risks:
 may invest up to 10% of its assets   Market Risk
 in foreign securities. The manager   Market Capitalization Risk
 of the Portfolio also manages the    Investment Style Risk
 Replacement Fund.                    Foreign Investment Risk
Principal Risks:
 Market Risk
 Market Capitalization Risk
 Investment Style Risk
 Foreign Investment Risk
Oppenheimer Capital Appreciation     Oppeheimer Capital Appreciation
 Fund/VA--seeks capital               Portfolio--seeks capital
 appreciation by investing in         appreciation. The Portfolio mainly
 securities of well-known             invests in common stocks of growth
 established companies. The Fund      companies of any market
 invests mainly in the common stock   capitalization. The Portfolio
 of ``growth companies'' of any       currently focuses on the
 market capitalization. The Fund      securities of mid-cap and large-
 currently focuses on the             cap companies. The Portfolio may
 securities of mid-cap and large-     also invest up to 35% of its
 cap companies and will not invest    assets in the securities of
 more than 25% of its assets in any   foreign issuers.
 one industry. The Fund may also     Principal Risks:
 invest up to 35% of its assets in    Market Risks
 the securities of foreign issuers.   Foreign Investment Risk
 The manager of the Fund also         Market Capitalization Risk
 manages the Replacement Fund.        Investment Style Risk
Principal Risk:
 Market Risk
 Foreign Investment Risk
 Market Capitalization Risk
 Investment Style Risk
MFS Money Market Series--seeks as    Black Rock Money Market Portfolio--
 high a level of current income as    seeks a high level of current
 is considered consistent with the    income consistent with
 preservation of capital and          preservation of capital. The
 liquidity. The Series invests in     Portfolio invests in the highest
 high quality money market            quality money market obligations
 obligations including U.S.           including commercial paper and
 government securities,               asset-backed securities. The
 certificates of deposit,             Portfolio may also invest in U.S.
 commercial paper, certificates of    dollar-denominated securities
 deposit, commercial paper,           issued by foreign companies or
 municipal securities and other       banks or their U.S. affiliates.
 short-term obligations which are    Principal Risks:
 rated within the highest credit      Market Risk
 rating. The Series may also invest   Foreign Investment Risk
 up to 35% of its total assets in     Interest Rate Risk
 short-term notes of other debt       Credit Risk
 securities that are of comparable
 high quality and liquidity. The
 Series may invest up to 20% of its
 total assets in municipal
 securities when backed by a letter
 of credit or guarantee from an
 issuing bank.
Principal Risks:
     Market Risk
     Foreign Investment
     Risk
     Interest Rate Risk
     Credit Risk
Van Kampen LIT--Money Market
 Portfolio--seeks the protection of
 capital and high current income
 through investing in money market
 instruments. The Portfolio invests
 in U.S. dollar-denominated money
 market securities, including U.S.
 government securities, bank
 obligations, commercial paper and
 repurchase agreements secured by
 such obligations. The Portfolio's
 investments are limited to those
 securities that meet maturity,
 quality and diversification
 standards with which money market
 funds must comply.
Principal Risks:
     Market Risk
     Interest Rate Risk
     Credit Risk
     Investment Style Risk

MFS Strategic Income Series--seeks   Salomon Strategic Bond
 high current income by investment    Opportunities Portfolio--seeks to
 in fixed-income securities.          maximize total return consistent
 Significant capital appreciation     with preservation of capital.
 is the secondary objective. At       Under normal circumstances, the
 least 65% of its assets are          Portfolio invests at least 80% of
 invested in U.S. government          its assets in U.S. investment
 securities, foreign government       grade securities including U.S.
 securities, mortgage- and asset-     government securities, U.S. and
 backed securities, corporate bonds   foreign high-yield debt, including
 (including up to 100% of its         securities of emerging market
 assets in junk bonds) and emerging   issuers and foreign government
 market securities. The Series may    securities. Up to 100% of the
 invest in derivative securities      Portfolio's assets may be invested
 including futures and forward        in high-yield, high risk foreign
 contracts, options on futures        securities. The Portfolio may
 contracts, foreign currencies,       attempt to avoid the risk of an
 securities and bond indices,         unfavorable shift in currency
 structured notes and indexed         overnight rates by entering into
 securities, and swaps, caps,         forward contracts or buying or
 floors and collars. The Series is    selling a futures contract and
 non-diversified.                     options on futures contracts. The
Principal Risks:                      Portfolio may also purchase
 Market Risk                  futures contract or options on
 Interest Rate Risk           futures contracts to maintain
 Foreign Investment Risk      exposure to the broad fixed-income
 Credit Risk                  markets.
 High-Yield Debt Security    Principal Risks:
 Risk                                 Market Risk
 Other Risks: Because the     Interest Rate Risk
 Series may invest its assets in a    Credit Risk
 small number of issuers, the         Foreign Investment Risk
 Series is more susceptible to any    High-Yield Debt Security
 single-economic, political or        Risk
 regulatory event affecting those     Other Risks: Derivatives
 issuers than is a diversified        Risk
 portfolio.
 Other Risks: Derivatives
 Risk
MFS Emerging Growth Series \6\--     Janus Aggressive Growth Portfolio--
 seeks to provide long-term growth    seeks long-term growth of capital.
 of capital. Normally the Series      The Portfolio invests primarily in
 invests at least 65% of its net      common stocks selected for their
 assets in common stocks and          growth potential. Investments may
 related securities of emerging       be made in companies of any size.
 growth companies of any size         The Portfolio may invest without
 (currently invests primarily in      limit in foreign securities and up
 large-cap companies). The Series     to 10% of its assets in high-yield/
 may invest in securities listed on   high risk debt securities.
 a securities exchange or in the      Although there is no stated limit
 over-the-counter markets. The        for investment in foreign
 Series may invest in foreign         securities, for the period
 securities including emerging        February 2001 to December 31,
 market securities. The Series may    2005, the Portfolio's investments
 also use derivatives including       in foreign securities ranged from
 forward contracts and futures        3.10% to 24.6%. As of 12/31/05,
 contracts. The Series may invest     the weighting of investments in
 up to five percent of its assets     foreign securities was 23.0%. The
 in non-investment grade debt         Adviser actively manages foreign
 securities, but generally does not   currency exposure through the use
 do so. As of December 31, 2005,      of forward foreign currency
 there were 123 securities in the     exchange contracts, in conjunction
 Series.                              with stock selection, in an
Principal Risks:                      attempt to protect and possibly
 Market Risk                  enhance the Portfolio's market
 Market Capitalization Risk   value. As of 12/31/05, the
 Investment Style Risk        Portfolio had 0% of its
 Foreign Investment Risk      investments in derivatives. The
 Other Risks: Derivatives     Portfolio is non-diversified. At
 Risk                                 December 31, 2005 there were 86
Van Kampen LIT Emerging Growth        securities in the investment
 Portfolio \7\--seeks capital         portfolio. At December 31, 2005
 appreciation. The Portfolio          none of the Portfolio's assets
 invests primarily in companies       were invested in high-yield high
 considered by the Portfolio's        risk debt securities. For the
 investment adviser to be emerging    period December 31, 2001 to
 growth companies. The investment     December 31, 2005, the Portfolio's
 adviser seeks companies that it      investments in high-yield high
 expects have rates of earnings       risk debt securities ranged from
 growth that will accelerate, or      0% to 2.4%.
 whose rates of earnings growth are  Principal Risks:
 expected to exceed that of the       Market Risk
 overall economy. The Portfolio       High-Yield Debt Security
 invests in companies of any size,    Risk
 including larger, more established   Market Capitalization Risk
 companies or smaller, developing     Investment Style Risk
 companies. The Portfolio may         Foreign Investment Risk
 invest up to 25% of its total        Interest Rate Risk
 assets in securities of foreign      Credit Risk
 issuers. As of 12/31/05, the         Other Risks: Because the
 Portfolio had 5.7% invested in       Portfolio may invest its assets in
 foreign securities. The Portfolio    a small number of issuers, the
 may purchase and sell derivative     Portfolio is more susceptible to
 investments, such as options,        any single-economic, political or
 futures contracts and options on     regulatory event affecting those
 futures contracts. As of 12/31/05,   issuers than is a diversified
 the Portfolio has 0% of its          portfolio.
 investments in derivatives. As of    Other Risks: Derivatives
 December 31, 2005, there were 104    Risk
 securities in the Portfolio.
Principal Risks:
 Market Risk
 Market Capitalization Risk
 Credit Risk
 Investment Style Risk
 Foreign Investment Risk
 Other Risk: Derivatives
 Risk
------------------------------------------------------------------------
1 With respect to AllianceBernstein Large Cap Growth Portfolio and T.
  Rowe Price Large Cap Growth Portfolio, although income is not a stated
  objective of AllianceBernstein Large Cap Growth Portfolio,
  approximately 52% of the Portfolio's assets are invested in dividend
  paying securities. Moreover, at June 30, 2005, 4 of the top 10
  securities held by Alliance-Bernstein Large Cap Growth Portfolio are
  held by T. Rowe Price Large Cap Growth Portfolio. AllianceBernstein
  Large Cap Growth Portfolio's dividend yield as of June 30, 2005 was
  0.45% T. Rowe Price Large Cap Growth Portfolio's dividend yield as of
  June 30, 2005 was 1.00%.
\2\ With respect to VIP Growth Portfolio and T. Rowe Price Large Cap
  Growth Portfolio, although income is not a stated objective of VIP
  Growth Portfolio, approximately 71.7% of the Portfolio's assets are
  invested in dividend paying securities. Moreover, at June 30, 2005, 5
  of the top 10 securities held by VIP Growth Portfolio are held by T.
  Rowe Price Growth Stock Portfolio. VIP Growth Portfolio's dividend
  yield as of June 30, 2005 was 0.50%. T. Rowe Price Large Cap Growth
  Portfolio's dividend yield as of June 30, 2005 was 1.00%.
\3\ As of June 30, 2005, neither Delaware VIP REIT Series, U.S. Real
  Estate Portfolio nor Neuberger Berman Real Estate Portfolio had any
  investments in mortgage-backed securities or debt securities including
  in non-investment grade debt securities. Each Portfolio had over 96.3%
  of its assets invested in real estate investment trusts or common
  stock equities with the balance in cash and repurchase agreements.

\4\ Although Third Avenue Small Cap Value Portfolio is classified as a
  non-diversified fund, its investments are similar to a diversified
  fund. As of 12/31/05, Third Avenue Small Cap Portfolio's top ten
  holdings amounted to 20.95% with no portfolio holdings in excess of
  2.8%. Mercury Value Opportunities V.I. Fund's top ten holdings at 12/
  31/05 amounted to 18.4% of its portfolio with no holding in excess of
  2.9%. Third Avenue Small Cap Value Portfolio will continue to be
  managed as a diversified portfolio indefinitely.
\5\ Although Third Avenue Small Cap Value Portfolio is classified as a
  non-diversified fund, its investments are similar to a diversified
  fund. As of 12/31/05, Third Avenue Small Cap Portfolio's top ten
  holdings amounted to 20.95% with no portfolio holding in excess of
  2.8%. Lazard Retirement Small Cap Portfolio's top ten holdings at 12/
  31/05 amounts to 12.5% with no portfolio holding in excess of 1.5%.
  Third Avenue Small Cap Value Portfolio will continue to be managed as
  a diversified portfolio indefinitely.
\6\ Although Janus Aggressive Growth Portfolio is classified as a non-
  diversified fund, its investments are similar to a diversified fund.
  As of 12/31/05, Janus Aggressive Growth Portfolio's top ten holdings
  amounted to 24.61% with no portfolio holding in excess of 3.83%. MFS
  Growth Series' top ten holding at 12/31/05 amounted to 21.51% with no
  portfolio holding in excess of 2.43%. Janus Aggressive Growth
  Portfolio will continue to be managed as a diversified portfolio
  indefinitely.
\7\ Although Janus Aggressive Growth Portfolio is classified as a non-
  diversified fund, its investments are similar to a diversified fund.
  As of 12/31/05, Janus Aggressive Growth Portfolio's top ten holdings
  amounted to 24.61% with no portfolio holding in excess of 3.83%. Van
  Kampen LIT Emerging Growth Portfolio's top ten holdings at 12/31/05
  amounted to 17.46% with no portfolio holding in excess of 2.43%. Janus
  Aggressive Growth Portfolio will continue to be managed as a
  diversified portfolio indefinitely.

Description of the Contracts

    105. The annuity contracts are individual and group flexible
premium fixed and variable deferred annuity contracts. The annuity
contracts provide for the accumulation of values on a variable basis,
fixed basis, or both, during the accumulation period, and provide
settlement or annuity payment options on a variable basis, fixed basis,
or both. The immediate annuity contracts provide for a series of
payments under various pay-out types on a variable basis, fixed basis
or both. Under the annuity contracts, the Insurance Companies reserve,
explicitly or by implication, the right to substitute shares of one
fund with shares of another, including a fund of a different registered
investment company.
    106. Under the annuity contracts, the Contract owners may currently
select between a number of variable account investment options and,
under some Contracts, one fixed account investment option. Many of the
Contracts provide that a maximum of 12 transfers can be made every year
without charge or that a $10 contractual limit charge will apply or
that no transfer charge will apply. Currently, during the accumulation
period, Contract owners may transfer between the variable account
options or from variable account options to fixed account options
without limitation. Some of the Contracts have no contractual limit on
transfers during the accumulation period. Some Contract owners may make
transfers from the fixed account option subject to certain minimum
transfer amounts ($500 or the total interest in the account) and
maximum limitations. Some of the Contracts have additional restrictions
on transfers from the fixed account to the variable account. During the
income period or under the immediate annuity, Contract owners may
currently make unlimited transfers among investment portfolios and from
investment portfolios to the fixed account option. Transfers from the
fixed account option are not permitted during the payout period. No
fees or other charges are currently imposed on transfers for most of
the Contracts. Under certain annuity contracts, the Insurance Companies
reserve the right to impose additional restrictions on transfers. Any
transfer limits will be suspended in connection with the substitutions
as described in more detail below.
    107. The Insurance Companies issue two types of life insurance
policies: (1) A flexible premium joint and last survivor variable life
insurance policy and (2) a flexible premium single-life variable life
insurance policy. Policy owners may allocate account value among the
General Account and the available investment portfolios. The minimum
face amount of the insurance ranges from $50,000 to $100,000 (except
that Contracts that are exempt from registration have a minimum face
amount of $1,000,000). Under the policies, the Insurance Companies
reserve, explicitly or by implication, the right to substitute shares
of one fund with shares of another, including a fund of a different
investment company.
    108. All or part of the account value may be transferred from any
investment portfolio to another investment portfolio, or to the General
Account. The minimum amount that can be transferred is the lesser of
the minimum transfer amount (which ranges from $1 to $500), or the
total value in an investment portfolio or the General Account. Certain
policies provide that twelve transfers in a policy year can be made
without charge. A transfer fee of $25 is payable for additional
transfers in a policy year, but these fees are not currently charged.
Other policies do not currently limit the number of transfers; however,
the Insurance Companies reserve the right to limit transfers to four or
twelve (depending on the policy) per policy year and to impose a $25
charge on transfers in excess of 12 per year or on any transfer.
    109. Certain policies provide that the maximum amount that can be
transferred from the General Account in any policy year is the greater
of:
    (a) 15% to 25% (depending on the policy) of a policy's cash
surrender value in the General Account at the beginning of the policy
year, or
    (b) the previous policy year's General Account maximum withdrawal
amount, not to exceed the total cash surrender value of the policy.
    Transfers from the General Account of other policies are subject to
similar limitations. Some policies limit the number of transfers from
the General Account to four.
    110. Transfers resulting from policy loans are not counted for
purposes of the limitations on the amount or frequency of transfers
allowed in each policy year.
    111. Under the policies, the Insurance Companies reserve the right
to impose additional restrictions on transfers. All transfer limits
will be suspended in connection with the substitutions as described in
more detail below.

Reasons for the Substitution

    112. The substitutions are expected to provide significant benefits
to Contract owners, including improved selection of portfolio managers
and simplification of fund offerings through the elimination of
overlapping offerings. Based on generally better performance records
and generally lower total expenses of the Replacement Funds, the
Substitution Applicants believe that the sub-advisers to the
Replacement Funds overall are better positioned to provide consistent
above-average performance for their Funds than are the advisers or sub-
advisers of the Existing Funds. At the same time, Contract owners will
continue to be able to select among a large number of funds, with a
full range of investment objectives, investment strategies, and
managers.
    113. Further, many of the Existing Funds are smaller than their
respective Replacement Funds. As a result, various costs such as legal,
accounting, printing and trustee fees are spread over a larger base
with each Contract owner bearing a smaller portion of the cost than
would

be the case if the Fund were smaller in size.
    114. Those substitutions which replace outside funds with funds for
which either Met Investors Advisory, LLC or MetLife Advisers, LLC acts
as investment adviser will permit each adviser, under an order of the
Commission (``Multi-Manager Order''),\40\ to hire, monitor and replace
sub-advisers as necessary to seek optimal performance. Met Series Fund
and MIST have been subject to the Multi-Manager Order since 1999 and
2000, respectively.
---------------------------------------------------------------------------

    \40\ New England Funds Trust I, et al., Investment Company
Release No. 22824 (September 17, 1997) (order), amended by New
England Funds Trust I, et al., Investment Company Release No. 23859
(June 4, 1999). Under the Multi-Manager Order, Met Investors
Advisory LLC and MetLife Advisers, LLC are each authorized to enter
into and amend sub-advisory agreements without shareholder approval
under certain conditions.
---------------------------------------------------------------------------

    115. In addition, Contract owners with sub-account balances
invested in shares of the Replacement Funds will, except as follows,
have the same or lower total expense ratios taking into account fund
expenses (including Rule 12b-1 fees, if any) and current fee waivers.
In the following substitutions, the total operating expense ratios of
the Replacement Funds are higher because expenses, other than the
management fee, are somewhat higher:

     Mercury Global Allocation V.I. Fund/Oppenheimer Global
Equity Portfolio--total expenses of Class B shares are 16 basis points
higher than those of Mercury Global Allocation V.I. Fund
 Templeton Growth Securities Portfolio/Oppenheimer Global
Equity Portfolio--total expenses of Class A and Class B shares are 11
basis points higher each than those of Templeton Growth Securities
Portfolio
 Oppenheimer Global Securities Fund/VA/Oppenheimer Global
Equity Portfolio--total expenses of Class B shares are 26 basis points
higher than those of Oppenheimer Global Securities Fund/VA
 VIP Growth Portfolio/T. Rowe Price Large Cap Growth
Portfolio--total expenses of Class A and Class B shares are each 8
basis points higher than those of Initial Class and Service Class II