[Federal Register: October 17, 2006 (Volume 71, Number 200)]
[Notices]
[Page 61086-61111]
[DOCID:fr17oc06-138]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27516; File No. 812-13301]

MONY Life Insurance Company of America, et al.

October 12, 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 ``1940 Act'') approving certain
substitutions of securities and an order of exemption pursuant to
Section 17(b) of the 1940 Act from Section 17(a) of the 1940 Act.

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Summary of Application: The Section 26 Applicants (as defined below)
request an order approving the proposed substitution of shares of
certain series of EQ Advisors Trust (``EQAT'') and AXA Premier VIP
Trust (``VIP'', together with EQAT, the ``Trusts,'' and each, a
``Trust''), by the Separate Accounts (as defined below) for shares of
similar series of unaffiliated registered investment companies (the
``Substitutions''). In particular, the Section 26 Applicants request an
order pursuant to Section 26(c) approving the substitution of: (1)
Class IA shares of the EQ/Calvert Socially Responsible Portfolio for
Initial Class shares of The Dreyfus Socially Responsible Growth Fund,
Inc.; (2) Class IA shares of the EQ/Mercury International Value
Portfolio for Initial Class shares of the Dreyfus Variable Investment
Fund--International Value Portfolio; (3) Class IA shares of the EQ/Lord
Abbett Growth and Income Portfolio for Class VC shares of the Lord
Abbett Series Fund--Growth and Income Portfolio; (4) Class IA shares of
the EQ/Short Duration Bond Portfolio for shares of the T. Rowe Price
Fixed Income Series, Inc.--Limited-Term Bond Portfolio; (5) Class IA
shares of EQ/Money Market Portfolio for shares of the T. Rowe Price
Fixed Income Series, Inc.--Prime Reserve Portfolio; (6) Class IA shares
of the EQ/Alliance International Portfolio for shares of the T. Rowe
Price International Series, Inc.--International Stock Portfolio; (7)
Class IA shares of the EQ/Van Kampen Emerging Markets Equity Portfolio
for Class I shares of The Universal Institutional Funds, Inc.--Emerging
Markets Equity Portfolio; (8) Class IA shares of the EQ/FI Mid Cap
Portfolio for shares of the Old Mutual Insurance Series Fund--Mid-Cap
Portfolio; (9) Class IA shares of the EQ/Lord Abbett Mid Cap Value
Portfolio for Class VC shares of the Lord Abbett Series Fund--Mid-Cap
Value Portfolio; (10) Class IA shares of the EQ/JPMorgan Core Bond
Portfolio for Administrative Class shares of the PIMCO Variable
Insurance Trust--Real Return Portfolio; and (11) Class A shares of the
AXA Premier VIP High Yield Portfolio for Class VC shares of the Lord
Abbett Series Fund--Bond Debenture Portfolio. Applicants also request
an order of exemption to permit certain in-kind transactions in
connection with the proposed Substitutions (the ``In-Kind
Transactions''). Each of the portfolios involved in the Substitutions
serves as an underlying investment option for certain variable annuity
contracts and/or variable life insurance policies (``Contracts'')
issued by the Insurance Companies (as defined below). The portfolios
receiving assets in the Substitutions are referred to in this notice as
the ``Replacement Portfolios.'' The portfolios from which the assets
are transferred in connection with the Substitutions are referred to in
this notice as the ``Removed Portfolios.''

Applicants: MONY Life Insurance Company of America (``MLOA''), MONY
Life Insurance Company (``MONY'', with MLOA, each an ``Insurance
Company'' and collectively, the ``Insurance Companies''), MONY America
Variable Account A (``MLOA Separate Account A''), MONY America Variable
Account L (``MLOA Separate Account L'' and together with MLOA Separate
Account A, ``MLOA Separate Accounts''), MONY Variable Account A (``MONY
Separate Account A'') and MONY Variable Account L (``MONY Separate
Account L'' and together with MONY Separate Account A, ``MONY Separate
Accounts'') (the MONY Separate Accounts and the MLOA Separate Accounts
are referred to as the ``Separate Accounts'' and individually as a
``Separate Account'') (the Separate Accounts and the Insurance
Companies are referred to as the ``Section 26 Applicants''). EQAT is
also an applicant for purposes of the order pursuant to Section 17(b)
together with the Insurance Companies and the Separate Accounts (the
``Section 17 Applicants'').

Filing Date: The application was filed on June 1, 2006 and amended on
October 6, 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 November 2, 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 issues 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: c/o Steven M. Joenk, Senior
Vice President, AXA Equitable Life Insurance Company, 1290 Avenue of
the Americas, New York, New York 10104.

FOR FURTHER INFORMATION CONTACT: Ellen Sazzman, Senior Counsel, at
(202) 551-6762, or Harry Eisenstein, Branch Chief, Office of Insurance
Products at<PHONE_NUMBER>, Office of Insurance Products, Division of
Investment Management.

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 (tel.<PHONE_NUMBER>).

Applicants' Representations

    1. MLOA is a stock life insurance company organized in 1969 under
the laws of the State of Arizona. MLOA is licensed to sell life
insurance and annuities in 49 states (not including New York), the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. MONY is
a stock life insurance company organized in 1998 under the laws of New
York. MONY is licensed to sell life insurance and annuities in 50
states, the District of Columbia, Puerto Rico, and the U.S. Virgin
Islands. Each Insurance Company is a wholly owned subsidiary of AXA
Financial, Inc., a diversified financial services company, which is a
wholly owned subsidiary of the AXA Group, the holding company for an
international group of insurance and related financial services
companies. MLOA serves as depositor for each of the MLOA Separate
Accounts; MONY serves as depositor for each of the MONY Separate
Accounts.
    2. MLOA Separate Account A and MLOA Separate Account L were
established under Arizona law in 1987 and 1985, respectively, pursuant
to authority granted by MLOA's Board of Directors. Each MLOA Separate
Account is a segregated asset account of MLOA and is registered with
the Commission as a unit investment trust under the 1940 Act. The MLOA
Separate Accounts fund the respective variable benefits available under
the Contracts issued by MLOA. Units of interest in the MLOA Separate
Accounts under the Contracts are registered under the Securities Act of
1933 (``1933 Act'').\1\
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    \1\ See File Nos. 333-72632, 333-91776, 333-59717, 333-92066
(MLOA Separate Account A) and 333-06071, 333-104162, 333-72596, 333-
56969, 33-82570, 333-64417, 333-72578 (MLOA Separate Account L).
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    3. MONY Separate Account A and MONY Separate Account L were each
established under New York law in 1990 pursuant to authority granted by
MONY's Board of Trustees. Each MONY Separate Account is a segregated
asset account of MONY and is registered with the Commission as a unit
investment trust under the 1940 Act. The MONY Separate Accounts fund
the respective variable benefits available under the Contracts issued
by MONY. Units of interest in the MONY Separate Accounts under the
Contracts are registered under the 1933 Act.\2\
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    \2\ See File No. 333-72714, 333-92320, 333-92312, 333-72259
(MONY Separate Account A) and 333-104156, 333-71417, 333-01581, 333-
72590, 333-71677, 333-72594 (MONY Separate Account L).
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    4. EQAT and VIP are each organized as a Delaware statutory trust
and registered as an open-end management investment company under the
1940 Act. Each is an affiliate of the Section 26 Applicants. The shares
of each Trust are registered under the 1933 Act. Each Trust is a series
investment company. EQAT currently has 63 separate series and VIP
currently has 20 separate series (each a ``Portfolio'' and
collectively, the ``Portfolios''). AXA Equitable Life Insurance Company
currently serves as investment manager (``Manager'') of each of the
Portfolios. The Replacement Portfolios are series of the Trusts. The
Removed Portfolios are series of unaffiliated registered investment
companies.
    5. Each Trust currently offers two classes of shares, Class IA and
Class IB shares for EQAT and Class A and Class B shares for VIP, which
differ only in that Class IB and Class B shares are subject to a
distribution plan adopted and administered pursuant to Rule 12b-1 under
the 1940 Act. Under that distribution plan, up to 0.50% of the average
daily net assets attributable to the Class IB or Class B shares of each
Portfolio may be used to pay for distribution and shareholder services.
The distributors for the shares of each Portfolio are AXA Advisors, LLC
(``AXA Advisors'') and AXA Distributors, LLC (``AXA Distributors'').
Under the Distribution Agreements with respect to the promotion, sale
and servicing of shares of each Portfolio, payments to AXA Advisors and
AXA Distributors, with respect to activities under the distribution
plan, are currently limited to payments at an annual rate equal to
0.25% of the average daily net assets of each Portfolio (including the
Replacement Portfolios) attributable to its Class IB or Class B shares.
    6. The Manager has retained investment sub-advisers (``Advisers'')
to provide day-to-day investment advisory services for each of the 61
of the 63 current EQAT Portfolios and 11 of the 20 current VIP
Portfolios. The Trusts have received an exemptive order from the
Commission (``Multi-Manager Order'') that permits the Manager, or any
entity controlling, controlled by, or under common control (within the
meaning of Section 2(a)(9) of the 1940 Act) with the Manager, subject
to certain conditions, including approval of the Board of Trustees of
the relevant Trust, and without the approval of shareholders to: (i)
Select new or additional Advisers for each Portfolio; (ii) enter into
new Investment Advisory Agreements with Advisers (``Advisory
Agreements'') and/or materially modify the terms of any existing
Advisory Agreement; (iii) terminate any existing Adviser and replace
the Adviser; and (iv) continue the employment of an existing Adviser on
the same contract terms where the Advisory Agreement has been assigned
because of a change of control of the Adviser.
    7. The variable annuity Contracts subject to this Application
include flexible premium deferred variable annuity contracts with a
variety of sales charge structures. These variable annuity Contracts
are issued to or on behalf of individuals. All variable annuity
Contracts allow the Contract owner to allocate contributions or premium
payments among the variable and any fixed investment options available
under the variable annuity Contracts. The contributions or premium
payments accumulate in the investment options. The variable life
insurance Contracts issued by the Insurance Companies include flexible
premium individual variable life, second to die and corporate variable
life policies. Premium payments under the variable life insurance
Contracts

accumulate in variable and any fixed investment options.
    8. The Section 26 Applicants have reserved the right under the
Contracts to substitute shares of another eligible investment fund for
one of the current investment funds offered as a funding option under
the Contracts. The prospectuses for the Contracts and the Separate
Accounts contain appropriate disclosure of this right.
    9. The Contracts do not restrict transfers from a variable
subaccount and there are no limits on transfers into a variable
subaccount or a guaranteed account (for those Contracts that offer a
guaranteed account investment option), although transfer charges may
apply. For those variable annuity Contracts that offer a guaranteed
account investment option, except with respect to New York variable
annuity Contracts, transfers from the guaranteed account are subject to
a market value adjustment if the transfer request is not received at
the end of the prescribed accumulation period. In addition, for New
York variable annuity Contracts, a minimum amount must be maintained in
a guaranteed account for those Contracts that have investments in such
accounts and a minimum number of free transfers are guaranteed. For
variable life insurance Contracts that offer a guaranteed account
investment option, there is a dollar limit on the amount that can be
held in, and the amount that may be transferred from, the guaranteed
account. Also with respect to variable life insurance Contracts,
transfers from a guaranteed account may only be made once a year. With
respect to certain variable life insurance Contracts, including New
York life insurance Contracts, there are a minimum number of free
transfers guaranteed. With respect to corporate-owned life insurance
Contracts, transfers are not permitted between a guaranteed account and
a fixed separate account.
    10. Each Insurance Company, on its own behalf and on behalf of its
Separate Accounts, proposes to exercise its contractual right to
substitute a different eligible investment fund for one of the current
investment funds offered as a funding option under the Contracts. In
particular, the Section 26 Applicants propose the following
substitutions:

------------------------------------------------------------------------
           Removed portfolios                 Replacement portfolios
------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth  EQ/Calvert Socially Responsible
 Fund, Inc. (Initial Class shares).       Portfolio (Class IA shares).
Dreyfus Variable Investment Fund--       EQ/Mercury International Value
 International Value Portfolio (Initial   Portfolio (Class IA shares).
 Class shares).
Lord Abbett Series Fund--Growth and      EQ/Lord Abbett Growth and
 Income Portfolio (Class VC shares).      Income Portfolio (Class IA
                                          shares).
T. Rowe Price Fixed Income Series,       EQ/Short Duration Bond
 Inc.--Limited-Term Bond Portfolio.       Portfolio (Class IA shares).
T. Rowe Price Fixed Income Series,       EQ/Money Market Portfolio
 Inc.--Prime Reserve Portfolio.           (Class IA shares).
T. Rowe Price International Series,      lEQ/Alliance International
 Inc.--International Stock Portfolio.     Portfolio (Class IA shares).
The Universal Institutional Funds,       EQ/Van Kampen Emerging Markets
 Inc.--Emerging Markets Equity            Equity Portfolio (Class IA
 Portfolio (Class I shares).              shares).
Old Mutual Insurance Series Fund--Mid-   EQ/FI Mid Cap Portfolio (Class
 Cap Portfolio.                           IA shares).
Lord Abbett Series Fund--Mid-Cap Value   EQ/Lord Abbett Mid Cap Value
 Portfolio (Class VC shares).             Portfolio (Class IA shares).
PIMCO Variable Insurance Trust--Real     EQ/JPMorgan Core Bond Portfolio
 Return Portfolio (Administrative Class   (Class IA shares).
 shares).
Lord Abbett Series Fund--Bond-Debenture  AXA Premier VIP High Yield
 Portfolio (Class VC shares).             Portfolio (Class A shares).
------------------------------------------------------------------------

    11. The Section 26 Applicants propose the Substitutions as part of
a continued and overall business plan by each of the Insurance
Companies to make its Contracts more attractive to existing Contract
owners or to prospective purchasers, as the case may be. Each Insurance
Company has reviewed its Contracts and each investment option offered
under its Contracts with the goal of providing a superior choice of
investment alternatives. The Substitutions are being proposed to
address the lack of Contract owner interest in the Removed Portfolios,
which generally have not attracted sufficient Contract owner interest
to support maintaining them as separate investment options under the
Contracts, particularly where they duplicate or substantially overlap
with other investment options offered through the Separate Accounts.
The Substitutions also are intended to simplify the prospectuses and
related materials with respect to the Contracts and the investment
options available through the Separate Accounts. Additionally, each
Substitution will substitute shares of the Replacement Portfolio for
shares of the Removed Portfolio, which has similar investment
objectives, policies and risks as the Replacement Portfolio. In
addition, the Insurance Companies have agreed to impose certain expense
limits with respect to the Replacement Portfolios for certain periods
after the Substitutions, as described below. Furthermore, the
Substitutions ultimately may enable the Insurance Companies to reduce
certain of the costs that they incur in administering the Contracts by
removing overlapping and unpopular Portfolios. Moreover, the proposed
Substitutions would replace an unaffiliated Portfolio with a Portfolio
for which AXA Equitable serves as Manager and, thus, would permit AXA
Equitable to appoint, dismiss and replace Advisers and amend Advisory
Agreements as necessary to seek optimal performance from the Portfolio
and its portfolio managers. Finally, the Substitutions are designed to
provide Contract owners with an opportunity to continue their
investment in a similar Portfolio without interruption and without any
cost to them.
    12. The Insurance Companies have agreed to bear all expenses
incurred in connection with the Substitutions and related filings and
notices, including legal, accounting, brokerage and other fees and
expenses. On the effective date of the Substitutions (``Substitution
Date''), the amount of any Contract owner's Contract value or the
dollar value of a Contract owner's investment in the relevant Contract
will not change as a result of the Substitutions.
    13. The following is a description and comparison of the investment
objectives, policies and risks of each Removed Portfolio and its
corresponding Replacement Portfolio:

                                   (1)
------------------------------------------------------------------------
             Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth     EQ/Calvert Socially
 Fund, Inc. (Initial Class shares): The      Responsible Portfolio
 Portfolio seeks to provide capital          (Class IA shares): The
 growth, with current income as a            Portfolio seeks long-term
 secondary goal. Under normal                capital appreciation. Under
 circumstances, the Portfolio invests at     normal circumstances, the
 least 80% of its assets in common stocks    Portfolio invests at least
 of companies that the manager believes      80% of its net assets in
 meet traditional investment standards and   large-cap companies that
 conduct their business in a manner that     meet both investment and
 contributes to the enhancement of the       social criteria. The
 quality of life in America. The Portfolio   Adviser utilizes multiple
 normally focuses on large-cap growth        investment styles in
 stocks. The Portfolio may also invest in    selecting securities
 value-oriented stocks, mid-cap stocks and   including growth, growth at
 small-cap stocks. The Portfolio may         a reasonable price, value
 invest in foreign securities. The           and momentum models. The
 Portfolio may invest in securities of       Portfolio may invest up to
 companies in initial public offerings       10% of its total assets in
 (``IPOs'') and derivatives. The Portfolio   foreign securities and up
 may invest up to 15% of the value of its    to 15% of its net assets in
 net assets in illiquid securities.          illiquid securities. The
                                             Portfolio also may invest
                                             in derivatives and in
                                             securities issued in an
                                             IPO.
Principal Risks:                            Principal Risks:
     Market Risk                        Market Risk
     Issuer Risk                        Asset Class Risk
     Market Sector Risk                 Equity Risk
     Social Investment Risk             Adviser
                                                Selection Risk
     Small and Midsize Company          Security
     Risk                                       Selection Risk
     Growth Stock Risk                  Derivatives Risk
     Value Stock Risk               3 Foreign Securities
                                             Risk
     Foreign Investment Risk        3 Security Risk
                                                Liquidity Risk
                                                Mid-Cap Company
                                                Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that The Dreyfus Socially
Responsible Growth Fund, Inc. and the EQ/Calvert Socially Responsible
Portfolio have substantially similar investment objectives, policies
and risks and that the essential objectives and expectations of
Contract owners will continue to be met after the Substitution. In this
connection, the Section 26 Applicants note that each Portfolio invests
virtually all of its assets in securities of companies that satisfy
both social and investment criteria. Each Portfolio invests mostly in
large-cap companies, but also may invest in small- and mid-cap
companies. In addition, the Section 26 Applicants believe that the
Portfolios' advisers use comparable investment styles in managing each
Portfolio's assets and that, while the principal risks are stated
somewhat differently, the Portfolios have substantially similar risk
profiles. Each Portfolio is subject to general investment risks, such
as market risk, asset class risk and security risk, and to very similar
portfolio risks, such as equity risk, social investing risk and foreign
securities risk.

                                   (2)
------------------------------------------------------------------------
             Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
Dreyfus Variable Investment Fund--          EQ/Mercury International
 International Value Portfolio (Initial      Value Portfolio (Class IA
 Class shares): The Portfolio seeks long     shares): The Portfolio
 term capital growth. The Portfolio          seeks to provide current
 normally invests at least 80% of its        income and long-term growth
 assets in stocks. The Portfolio invests     of income, accompanied by
 most of its assets in securities of         growth of capital. Under
 foreign companies which the adviser         normal circumstances, the
 considers to be value companies. The        Portfolio invests at least
 Portfolio may invest in securities of       80% of its net assets, plus
 companies of any size and may invest in     borrowings for investment
 companies located in emerging markets.      purposes, in stocks that
 The Portfolio also may invest in stocks     pay dividends. Stocks may
 issued in an IPO, it may invest in          include common stocks,
 derivatives and it may make short sales.    preferred stocks,
                                             securities convertible into
                                             common or preferred stocks
                                             and warrants. The Portfolio
                                             invests primarily in
                                             securities of companies
                                             located in developed
                                             foreign markets, but may
                                             invest in securities issued
                                             by companies located in
                                             emerging markets. In
                                             investing the Portfolio's
                                             assets, the Adviser follows
                                             a value investment style.
                                             The Portfolio may invest in
                                             companies of any size,
                                             although it generally will
                                             invest in large cap
                                             companies. The Portfolio
                                             also may invest in
                                             derivatives and in
                                             securities issued in an
                                             IPO.
Principal Risks:                            Principal Risks:
     Market Risk                        Market Risk
     Issuer Risk                        Asset Class Risk
     Market Sector Risk                 Equity Risk
     Small and Midsize Company          Adviser
     Risk                                       Selection Risk
     Value Stock Risk                   Security
                                                Selection Risk
     Foreign Investment Risk            Convertible
                                                Securities Risk
     Foreign Currency Risk              Derivatives Risk
     Emerging Market Risk               Liquidity Risk
     Derivatives Risk                   Small-Cap and
                                                Mid-Cap Company Risk
     Short Sale Risk                    Value Investing
                                                Risk
     IPO Risk                           Security Risk
                                                Foreign
                                                Securities Risk
                                                Currency Risk
                                                Depositary
                                                Receipts Risk
                                                Emerging Market
                                                Risk
                                                Settlement Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Dreyfus Variable
Investment Fund--International Value Portfolio and the EQ/Mercury
International Value Portfolio have similar investment objectives and
substantially similar investment policies and risks. The Section 26
Applicants also believe that the essential objectives and expectations
of Contract owners will continue to be met after the Substitution. In
this connection, the Section 26 Applicants note that each Portfolio
invests virtually all of its assets in foreign stocks. In addition, the
Section 26 Applicants believe that the Portfolios' advisers use a value
investment style in managing each Portfolio's assets. Each Portfolio
may invest in companies of any size and in companies located in
emerging markets. Moreover, the Section 26 Applicants believe that
while the principal risks are stated somewhat differently, the
Portfolios have substantially similar risk profiles. The Section 26
Applicants note that each Portfolio is subject to general investment
risks, such as market risk, asset class risk and security risk, and to
very similar portfolio risks, such as equity risk, foreign securities
and emerging markets risk and value investing risk.

                                   (3)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Lord Abbett Series Fund--Growth and      EQ/Lord Abbett Growth and
 Income Portfolio (Class VC shares):      Income Portfolio (Class IA
 The Portfolio seeks long term growth     shares): The Portfolio seeks
 of capital and income without            capital appreciation and
 excessive fluctuations in market         growth of income without
 value. Under normal circumstances, the   excessive fluctuation in
 Portfolio will invest at least 80% of    market value. Under normal
 its net assets in equity securities of   circumstances, the Portfolio
 large companies. The Portfolio           invests at least 80% of its
 primarily purchases equity securities    net assets in equity
 of large, seasoned U.S. and multi-       securities of large companies.
 national companies that the adviser      The Portfolio primarily
 believes are undervalued. Equity         purchases equity securities of
 securities in which the Portfolio may    large, seasoned U.S. and multi-
 invest may include common stocks,        national companies that the
 preferred stocks, convertible            Adviser believes are
 securities, warrants, and similar        undervalued. Equity securities
 instruments. The Portfolio may           in which the Portfolio may
 purchase and write national securities   invest include common stocks,
 exchange-listed put and call options     preferred stocks, convertible
 on securities or securities indices      securities, warrants, and
 and it may use options for hedging or    similar instruments. The
 cross-hedging purposes or to seek to     Portfolio may purchase and
 increase total return.                   write exchange-listed put and
                                          call options on securities or
                                          securities indices for hedging
                                          or cross-hedging purposes or
                                          to seek to increase total
                                          return.
Principal Risks:                         Principal Risks:
 Market Risk                      Convertible Securities
 Asset Class Risk                 Risk
 Equity Risk                      Derivatives Risk
 Security Selection Risk          Futures and Options
 Liquidity Risk                   Risk
 Foreign Securities Risk          Security Selection
 Security Risk                    Risk
 Value Investing Risk             Equity Risk
                                          Foreign Securities
                                          Risk
                                          Value Investing Risk
                                          Adviser Selection Risk
                                          Asset Class Risk
                                          Market Risk
                                          Security Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Lord Abbett Series
Fund--Growth and Income Portfolio and the EQ/Lord Abbett Growth and
Income Portfolio have substantially identical investment objectives,
policies and risks and that the essential objectives and expectations
of Contract owners will continue to be met after the Substitution. In
this connection, the Section 26 Applicants note that each Portfolio
invests virtually all of its assets in equity securities of large
companies. Each Portfolio also may invest in foreign securities and
derivatives for hedging and non-hedging purposes to the same extent. In
addition, the Section 26 Applicants believe that the adviser to each
Portfolio, which is the same for both Portfolios, uses an identical
investment style in managing each Portfolio's assets and that, while
the principal risks are stated somewhat differently, the Portfolios
have substantially identical risk profiles. Each Portfolio is subject
to general investment risks, such as market risk, asset class risk and
security risk, and to substantially identical portfolio risks, such as
equity risk, foreign securities risk and value investing risk.

                                   (4)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
T. Rowe Price Fixed Income Series,       EQ/Short Duration Bond
 Inc.--Limited-Term Bond Portfolio: The   Portfolio (Class IA shares):
 Portfolio seeks a high level of          The Portfolio seeks current
 current income consistent with           income and reduced volatility
 moderate fluctuations in principal       of principal. Under normal
 value. Normally, the Portfolio invests   circumstances, the Portfolio
 at least 80% of its net assets in        invests at least 80% of its
 bonds and 65% of total assets in short-  net assets, plus borrowings
  and intermediate-term bonds. There      for investment purposes, in
 are no maturity limitations on           bonds and other debt
 individual securities purchased, but     securities. These securities
 the Portfolio's average effective        include U.S. Government bonds
 maturity will not exceed five years.     and notes, corporate bonds,
 At least 90% of the Portfolio's assets   municipal bonds, asset-backed
 will consist of investment grade         bonds, mortgage-related bonds,
 securities and up to 10% of its assets   convertible securities and
 can be invested in below investment      preferred stocks. The
 grade securities. The Portfolio's        Portfolio intends to invest
 holdings may include mortgage-backed     only in investment grade fixed
 securities, derivatives and foreign      income securities and seeks to
 securities. There is no limit on the     maintain a minimum average
 Portfolio's investments in U.S. dollar-  credit quality rating of
 denominated debt securities issued by    ``A.'' The Portfolio may
 foreign issuers, foreign branches of     invest in securities with
 U.S. banks, and U.S. branches of         effective or final maturities
 foreign banks, however, the Portfolio    of any length at the time of
 may only invest up to 10% of its total   purchase, but it is
 assets (excluding reserves) in non-      anticipated that the average
 U.S. dollar-denominated fixed-income     effective maturity of the
 securities.                              Portfolio will range from one
                                          to four years. The average
                                          duration of the overall
                                          Portfolio will be between one
                                          and three years. The Portfolio
                                          also may invest in derivatives
                                          and up to 20% of its total
                                          assets in U.S. dollar
                                          denominated fixed income
                                          securities of foreign issuers.
Principal Risks:                         Principal Risks:
     Interest Rate Risk           Market Risk
     Credit Risk                  Asset Class Risk
     Prepayment and Extension     Adviser Selection Risk
     Risk
     Derivatives Risk             Security Selection
                                          Risk
     Foreign Investing Risk       Derivatives Risk
                                          Fixed Income Risk
                                          Asset-Backed
                                          Securities Risk
                                          Credit Risk
                                          Interest Rate Risk
                                          Investment Grade
                                          Securities Risk

                                          Mortgage-Backed
                                          Securities Risk
                                          Foreign Securities
                                          Risk
                                          Security Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the T. Rowe Price Fixed
Income Series, Inc.--Limited-Term Bond Portfolio and the EQ/Short
Duration Bond Portfolio have substantially similar investment
objectives, policies and risks and that the essential objectives and
expectations of Contract owners will continue to be met after the
Substitution. In this connection, the Section 26 Applicants note that
each Portfolio invests virtually all of its assets in investment grade
bonds and seeks to maintain an average effective maturity that is
generally within the same range. Each Portfolio may invest in the same
types of debt securities, such as asset-backed and mortgage-backed
securities. Each Portfolio also may invest in U.S. dollar-denominated
debt securities of foreign issuers and derivatives. Moreover, the
Section 26 Applicants believe that while the principal risks are stated
somewhat differently, the Portfolios have substantially similar risk
profiles. Each Portfolio is subject to general investment risks, such
as asset class risk and security risk, and to very similar portfolio
risks, such as fixed income risk, including credit risk and interest
rate risk, foreign securities risk and derivatives risk.

                                   (5)
------------------------------------------------------------------------
           Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
T. Rowe Price Fixed Income Series,       EQ/Money Market Portfolio
 Inc.--Prime Reserve Portfolio: The       (Class IA shares): The
 Portfolio seeks to preserve capital,     Portfolio seeks to obtain a
 liquidity and, consistent with these,    high level of current income,
 the highest possible current income.     preserve its assets and
 The Portfolio is a money market fund,    maintain liquidity. The
 which is managed to provide a stable     Portfolio invests primarily in
 share price of $1.00 and invests in      a diversified portfolio of
 high-quality U.S. dollar-denominated     high-quality U.S. dollar
 money market securities. The fund's      denominated money market
 average weighed maturity will not        instruments. The Portfolio
 exceed 90 days and it will not           will maintain a dollar-
 purchase any security with a maturity    weighted average portfolio
 longer than 13 months.                   maturity of 90 days or less
                                          and will invest only in
                                          instruments with a remaining
                                          maturity of 397 calendar days
                                          or less. The Portfolio may
                                          invest in mortgaged-backed and
                                          asset-backed securities and
                                          normally invests at least 25%
                                          of its net assets in bank
                                          obligations. The Portfolio may
                                          also invest up to 20% of its
                                          total assets in U.S. dollar
                                          denominated money market
                                          instruments of foreign
                                          branches of foreign banks.
Principal Risks:                         Principal Risks:
     Credit Risk                  Market Risk
     Interest Rate Risk           Asset Class Risk
     Money Market Risk            Adviser Selection Risk
                                          Security Selection
                                          Risk
                                          Banking Industry
                                          Sector Risk
                                          Foreign Securities
                                          Risk
                                          Security Risk
                                          Money Market Risk
                                          Fixed Income Risk
                                          Credit Risk
                                          Interest Rate Risk
                                          Asset-Backed
                                          Securities Risk
                                          Mortgage-Backed
                                          Securities Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the T. Rowe Price Fixed
Income Series, Inc.--Prime Reserve Portfolio and the EQ/Money Market
Portfolio have substantially identical investment objectives, policies
and risks and that the essential objectives and expectations of
Contract owners will continue to be met after the Substitution. In this
connection, the Section 26 Applicants note that each Portfolio is a
money market fund and invests all of its assets in high-quality U.S.
dollar denominated money market instruments permitted under Rule 2a-7
under the 1940 Act. In addition, each Portfolio is managed to maintain
a stable share price of $1.00 and has an average weighted maturity that
will not exceed 90 days. The Section 26 Applicants believe that the
Portfolios also have substantially identical risk profiles. Each
Portfolio is subject to general investment risks, such as asset class
risk and security risk, and to very similar portfolio risks, such as
money market risk and fixed income risk, including credit risk and
interest rate risk.

                                   (6)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
T. Rowe Price International Series,      EQ/Alliance International
 Inc.--International Stock Portfolio:     Portfolio (Class IA shares):
 The Portfolio seeks long-term growth     The Portfolio seeks to achieve
 of capital through investments           long-term growth of capital.
 primarily in common stocks of            The Portfolio intends, under
 established, non-U.S. companies.         normal market conditions, to
 Normally, at least 80% of the            invest primarily in equity
 Portfolio's net assets will be           securities. The Portfolio
 invested in stocks. The Portfolio        invests in both growth-
 expects to invest substantially all of   oriented and value-oriented
 its assets in stocks outside the U.S.    stocks of non-U.S. companies.
 and to diversify broadly among           The growth portion of the
 developed and emerging countries         Portfolio invests primarily in
 throughout the world. The Portfolio      a diversified portfolio of
 utilizes an investment style that        equity securities of non-U.S.
 incorporates growth and value            companies or foreign
 investing components. The Portfolio      governmental enterprises from
 may purchase securities of any size,     anywhere in the world
 but focuses on large and, to a lesser    (including in emerging
 extent, medium-sized companies. The      markets). The value portion of
 Portfolio may invest in derivatives.     the Portfolio invests
                                          primarily in equity securities
                                          of issuers in countries that
                                          comprise the MSCI EAFE Index
                                          and Canada. The Portfolio also
                                          may invest in any investment
                                          grade fixed income security
                                          and in derivatives.
Principal Risks:                         Principal Risks:
     Currency Risk                Market Risk
     Geographic Risk              Asset Class Risk
     Emerging Market Risk         Adviser Selection Risk
     Foreign Investing Risk       Security Selection
                                          Risk
     Futures/Options Risk         Security Risk
                                          Convertible Securities
                                          Risk
                                          Derivatives Risk
                                          Equity Risk
                                          Fixed Income Risk
                                          Investment Grade
                                          Securities Risk
                                          Interest Rate Risk
                                          Foreign Securities
                                          Risk
                                          Currency Risk
                                          Emerging Markets Risk
                                          Value Investing Risk
                                          Growth Investing Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the T. Rowe Price
International Series, Inc.--International Stock Portfolio and the EQ/
Alliance International Portfolio have substantially similar investment
objectives, policies and risks and that the essential objectives and
expectations of Contract owners will continue to be met after the
Substitution. In this connection, the Section 26 Applicants note that
each Portfolio invests virtually all of its assets in equity securities
of foreign companies. Each Portfolio may invest companies in developed
and emerging markets. Each Portfolio also invests mostly in large-cap
companies, but may invest in smaller companies as well. In addition,
the Section 26 Applicants believe that the adviser to each Portfolio
uses comparable investment styles in managing each Portfolio's assets
and that, while the principal risks are stated somewhat differently,
the Portfolios have substantially similar risk profiles. Each Portfolio
is subject to general investment risks, such as market risk, asset
class risk and security risk, and to very similar portfolio risks, such
as equity risk, foreign securities and emerging markets risk and growth
investing risk.

                                   (7)
------------------------------------------------------------------------
           Removed Portfolio                  Replacement Portfolio
------------------------------------------------------------------------
The Universal Institutional Funds,       EQ/Van Kampen Emerging Markets
 Inc.--Emerging Markets Equity            Equity Portfolio (Class IA
 Portfolio (Class I shares): The          shares): The Portfolio seeks
 Portfolio seeks long-term capital        long-term capital
 appreciation by investing primarily in   appreciation. Under normal
 growth-oriented equity securities of     circumstances, the Portfolio
 issuers in emerging market countries.    invests at least 80% of its
 Under normal circumstances, at least     net assets, plus borrowings
 80% of the Portfolio's assets will be    for investment purposes, in
 invested in equity securities located    equity securities of companies
 in emerging market countries. The        located in emerging market
 Portfolio combines top-down country      countries or other equity
 allocation with bottom-up stock          investments that are tied
 selection. The Portfolio also may        economically to emerging
 invest in derivatives and, to a          market countries. Such equity
 limited extent, in U.S. Government       securities may include common
 securities and debt securities rated     stocks, securities convertible
 below investment grade (also known as    into common stocks, preferred
 ``junk bonds'').                         stocks, depositary receipts,
                                          rights and warrants. The
                                          Portfolio combines top-down
                                          country allocation with bottom-
                                          up stock selection. The
                                          Portfolio also may invest, to
                                          a limited extent, in debt
                                          securities rated below
                                          investment grade (also known
                                          as ``junk bonds''). The
                                          Portfolio currently is non-
                                          diversified, however, it is
                                          expected that the Portfolio's
                                          subclassification will be
                                          changed from non-diversified
                                          to diversified prior to the
                                          Substitution. The Portfolio
                                          may also invest in derivatives
                                          to a limited extent.
Principal Risks:                         Principal Risks:
     Market Risk                  Market Risk
     Emerging Markets Risk        Asset Class Risk
     Foreign Securities Risk      Adviser Selection Risk
     Currency Risk                Security Selection
                                          Risk
     Security Risk                Convertible Securities
                                          Risk
     Derivatives Risk             Derivatives Risk

     Equity Risk                  Equity Risk
                                          Fixed Income Risk
                                          Junk Bonds and Lower
                                          Rated Securities Risk
                                          Foreign Securities
                                          Risk
                                          Currency Risk
                                          Emerging Markets Risk
                                          Security Risk
                                          Growth Investing Risk
                                          Liquidity Risk
                                          Portfolio Turnover
                                          Risk
                                          Focused Portfolio Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that The Universal Institutional
Funds, Inc.--Emerging Markets Equity Portfolio and the EQ/Van Kampen
Emerging Markets Equity Portfolio have substantially identical
investment objectives, policies and risks and that the essential
objectives and expectations of Contract owners will continue to be met
after the Substitution. In this connection, the Section 26 Applicants
note that each Portfolio invests virtually all of its assets in equity
securities of companies located in emerging markets countries. In
addition, the Portfolios' advisers are affiliated companies. The
Section 26 Applicants believe that the Portfolios' advisers use a
substantially identical investment style in managing each Portfolio's
assets and that, while the principal risks are stated somewhat
differently, the Portfolios have substantially identical risk profiles.
Each Portfolio is subject to general investment risks, such as market
risk, asset class risk and security risk, and to substantially
identical portfolio risks, such as equity risk, foreign securities and
emerging markets risk and growth investing risk.

                                   (8)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Old Mutual Insurance Series Fund--Mid-   EQ/FI Mid Cap Portfolio (Class
 Cap Portfolio: The Portfolio seeks to    IA shares): The Portfolio
 provide above-average total return       seeks long-term growth of
 over a 3 to 5 year market cycle,         capital. The Portfolio
 consistent with reasonable risk. The     normally invests at least 80%
 Portfolio normally invests at least      of its net assets, plus any
 80% of its net assets, plus any          borrowings for investment
 borrowings for investment purposes, in   purposes, in common stocks of
 equity securities of mid-cap             companies with medium market
 companies. The Portfolios also may       capitalizations. The Portfolio
 invest in small-cap companies. The       may also invest in companies
 Portfolio invests in companies           with smaller or larger market
 believed to have attractive valuations   capitalization and securities
 relative to the sector and the market,   of foreign issuers. The
 near-term business dynamics and long-    Portfolio is not constrained
 term earnings growth. The Portfolio      by any particular investment
 may invest up to 20% of its net assets   style and may buy growth-
 in foreign-traded securities and         oriented or value-oriented
 derivatives..                            stock or a combination of
                                          both. The Portfolio may invest
                                          up to 20% of its net assets in
                                          derivatives and, while the
                                          Portfolio does not have a
                                          stated limit with respect to
                                          investments in securities of
                                          foreign issuers, from January
                                          1, 2004 through June 30, 2006,
                                          the Portfolio generally has
                                          invested between 10-20% of its
                                          net assets in such securities.
Principal Risks:                         Principal Risks:
     Market Risk                  Market Risk
     Small and Mid-Size Company   Asset Class Risk
     Risk
     Industry and Sector Risk     Adviser Selection Risk
                                          Security Selection
                                          Risk
                                          Equity Risk
                                          Derivatives Risk
                                          Foreign Securities
                                          Risk
                                          Security Risk
                                          Portfolio Turnover
                                          Risk
                                          Small-Cap and Mid-Cap
                                          Company Risk
                                          Growth Investing Risk
                                          Value Investing Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Old Mutual Insurance
Series Fund--Mid-Cap Portfolio and the EQ/FI Mid Cap Portfolio have
very similar investment objectives and substantially similar investment
policies and risks and that the essential objectives and expectations
of Contract owners will continue to be met after the Substitution. The
Section 26 Applicants believe that the Portfolios are substantially
similar given their focus on investments in equity securities of mid-
cap companies. The Section 26 Applicants do not believe that the income
component of the Removed Portfolio's investment objective is a
significant difference between the Portfolios given that, as a general
matter, mid-cap companies do not pay significant, if any, dividends. In
this connection, the Section 26 Applicants note that, for the fiscal
year ended December 31, 2005, the Removed Portfolio's net investment
income (including dividend income) was only approximately $122,000 on
an asset base of about $55 million. The Section 26 Applicants also note
that each Portfolio may also invest, to a limited extent, in securities
of small-cap companies, foreign securities and derivatives. The Section
26 Applicants believe that the Portfolios' advisers also use comparable
investment styles in managing each Portfolio's assets and

that, while the principal risks are stated somewhat differently, the
Portfolios have substantially similar risk profiles. Each Portfolio is
subject to general investment risks, such as market risk, asset class
risk and security risk, and to very similar portfolio risks, such as
equity risk, mid-cap company risk and foreign securities risk.

                                   (9)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Lord Abbett Series Fund--Mid-Cap Value   EQ/Lord Abbett Mid Cap Value
 Portfolio (Class VC shares): The         Portfolio (Class IA shares):
 Portfolio seeks capital appreciation     The Portfolio seeks capital
 through investments, primarily in        appreciation. Under normal
 equity securities, which are believed    circumstances, the Portfolio
 to be undervalued in the marketplace.    invests at least 80% of its
 The Portfolio normally invests at        net assets, plus any
 least 80% of its net assets, plus any    borrowings for investment
 borrowings for investment purposes, in   purposes, in equity securities
 equity securities of mid-sized           of mid-sized companies. The
 companies. The Portfolio may invest in   Portfolio uses a value
 convertible bonds, convertible           approach that seeks to
 preferred stocks, warrants and similar   identify stocks of companies
 instruments. The Portfolio uses a        that have the potential for
 value approach. The Portfolio may        significant market
 invest up to 10% of its net assets in    appreciation due to growing
 foreign securities that are primarily    recognitions of improvement
 traded outside the United States and     (or anticipated improvement)
 may also invest in ADRs (which are not   in their financial results.
 included in the 10% limitation). The     The Portfolio may invest: (1)
 Portfolio may also purchase and write    Without limit in ADRs and
 national securities exchange-listed      similar depositary receipts;
 put and call options on securities or    (2) up to 10% of its assets in
 securities indices and it may use        other foreign securities; and
 options for hedging or cross-hedging     (3) in convertible securities.
 purposes or to seek to increase total    The Portfolio may also
 return.                                  purchase and write exchange-
                                          listed put and call options on
                                          securities or securities
                                          indices for hedging or cross-
                                          hedging purposes or to seek to
                                          increase total return.
Principal Risks:                         Principal Risks:
     Market Risk                  Market Risk
     Security Selection Risk      Asset Class Risk
     Equity Risk                  Adviser Selection Risk
     Value Investing Risk         Security Selection
                                          Risk
     Mid-Cap Company Risk         Security Risk
     Security Risk                Convertible Securities
                                          Risk
                                          Derivatives Risk
                                          Futures and Options
                                          Risk
                                          Equity Risk
                                          Mid-Cap Company Risk
                                          Value Investing Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Lord Abbett Series
Fund--Mid Cap Value Portfolio and the EQ/Lord Abbett Mid Cap Value
Portfolio have substantially identical investment objectives, policies
and risks and that the essential objectives and expectations of
Contract owners will continue to be met after the Substitution. In this
connection, the Section 26 Applicants note that each Portfolio invests
virtually all of its assets in equity securities of mid-sized
companies. Each Portfolio also may invest in foreign securities and
derivatives for hedging and non-hedging purposes to the same extent. In
addition, the Section 26 Applicants believe that the adviser to each
Portfolio, which is the same for both Portfolios, uses an identical
investment style in managing each Portfolio's assets and that, while
the principal risks are stated somewhat differently, the Portfolios
have substantially identical risk profiles. Each Portfolio is subject
to general investment risks, such as market risk, asset class risk and
security risk, and to substantially similar portfolio risks, such as
equity risk, mid-cap company risk and value investing risk.

                                  (10)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
PIMCO Variable Insurance Trust--Real     EQ/JPMorgan Core Bond Portfolio
 Return Portfolio (Administrative Class   (Class IA shares): The
 shares): The Portfolio seeks maximum     Portfolio seeks a high total
 real return consistent with              return consistent with
 preservation of real capital and         moderate risk to capital and
 prudent investment management. Under     maintenance of liquidity.
 normal circumstances, the Portfolio      Under normal circumstances,
 invests at least 80% of its net assets   the Portfolio invests at least
 in inflation-indexed bonds of varying    80% of its net assets, plus
 maturities issued by United States and   borrowings for investment
 non-U.S. issuers, their agencies or      purposes, in investment grade
 government-sponsored enterprises and     debt securities. These
 corporations. The Portfolio invests      securities principally include
 primarily in investment grade            U.S. Government and agency
 securities, but also may invest up to    securities, corporate
 10% in high yield bonds. The average     securities, private
 duration varies within 3 years (plus     placements, asset-backed
 or minus) of the Lehman Brothers U.S.    securities, mortgage-related
 TIPS Index (as of March 31, 2006, 6.9    securities and direct mortgage
 years). The Portfolio may invest up to   obligations. The overall
 30% in securities denominated in         duration generally will be
 foreign currencies and beyond this       within one year of the
 limit in U.S. dollar denominated         Portfolio's benchmark, the
 securities of foreign issuers. The       Lehman Brothers Aggregate Bond
 Portfolio also may invest in             Index (as of March 31, 2006,
 derivatives. The Portfolio is non-       4.68 years). The Portfolio may
 diversified.                             invest up to 25% of assets in
                                          foreign issuers, including up
                                          to 20% in debt securities
                                          denominated in currencies of
                                          developed foreign countries.
                                          The Portfolio may invest in
                                          derivatives.
Principal Risks:                         Principal Risks:
     Market Risk                     Market Risk
     Issuer Risk                     Asset Class Risk
     Interest Rate Risk              Adviser Selection
                                             Risk
     Credit Risk                     Security Selection
                                             Risk
     High Yield Risk                 Derivatives Risk
     Liquidity Risk                  Fixed Income Risk
     Derivatives Risk                Mortgage-Backed
                                             Securities Risk

     Mortgage Risk                   Asset-Backed
                                             Securities Risk
     Foreign Investment Risk         Credit Risk
     Currency Risk                   Interest Rate Risk
     Issuer Non-Diversification      Investment Grade
     Risk                                    Securities Risk
     Leveraging Risk                 Foreign Securities
                                             Risk
     Management Risk                 Security Risk
                                             Liquidity Risk
                                             Portfolio Turnover
                                             Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the PIMCO Variable Insurance
Trust--Real Return Portfolio and the EQ/JPMorgan Core Bond Portfolio
have substantially similar investment objectives, policies and risks
and that the essential objectives and expectations of Contract owners
will continue to be met after the Substitution. In this connection, the
Section 26 Applicants note that each Portfolio invests primarily in
investment grade debt securities and seeks to maintain a duration that
is generally within the same range. Each Portfolio also may invest, to
a limited extent, in foreign securities and derivatives. Moreover, the
Section 26 Applicants believe that while the principal risks are stated
somewhat differently, the Portfolios have substantially similar risk
profiles. Each Portfolio is subject to general investment risks, such
as asset class risk and security risk, and to substantially similar
portfolio risks, such as fixed income risk, including investment grade
securities risk, credit risk and interest rate risk, and foreign
securities risk.

                                  (11)
------------------------------------------------------------------------
           Removed portfolio                  Replacement portfolio
------------------------------------------------------------------------
Lord Abbett Series Fund--Bond-Debenture  AXA Premier VIP High Yield
 Portfolio (Class VC shares): The         Portfolio (Class A shares):
 Portfolio seeks high current income      The Portfolio seeks high total
 and the opportunity for capital          return through a combination
 appreciation to produce a high total     of current income and capital
 return. Under normal circumstances,      appreciation. Under normal
 the Portfolio invests at least 80% of    circumstances, the Portfolio
 its net assets, plus the amount of any   intends to invest at least 80%
 borrowings for investment purposes, in   of its net assets, plus
 fixed income securities of various       borrowings for investment
 types. The Portfolio may invest in       purposes, in a diversified mix
 high-yield debt securities and           of bonds that are rated below
 mortgage- and asset-backed securities.   investment grade. The Advisers
 The Portfolio has found good value in    select bonds from several
 high-yield securities and has invested   sectors, including commercial
 more than half of its assets in these    and residential mortgage-
 securities. At least 20% of the          backed securities, asset-
 Portfolio's net assets must be           backed securities, corporate
 invested in any combination of           bonds and bonds of foreign
 investment grade debt securities, U.S.   issuers. The Portfolio also
 Government securities and cash           may invest in equity
 equivalents. The Portfolio may also      securities, derivatives and,
 invest up to 20% of its net assets in    to a limited extent, illiquid
 equity securities and up to 20% of its   securities. In addition, the
 net assets in foreign securities.        Portfolio may invest up to 20%
                                          of its net assets in
                                          investment grade debt
                                          securities.
Principal Risks:                         Principal Risks:
     Market Risk                     Adviser Selection
                                             Risk
     Issuer Risk                     Credit/Default Risk
     Debt Securities Risk            Currency Risk
     Interest Rate Risk              Derivatives Risk
     High-Yield Debt Securities      Foreign Investing
     Risk                                    and Emerging Markets Risk
     Mortgage-Related                Interest Rate Risk
     Securities Risk
     Credit Risk                     Liquidity Risk
     Equity Risk                     Lower-Rated
                                             Securities Risk
     Foreign Securities Risk         Loan Participation
                                             Risk
                                             Mortgage-Backed and
                                             Asset-Backed Securities
                                             Risk
                                             Portfolio
                                             Management Risk
                                             Issuer-Specific
                                             Risk
------------------------------------------------------------------------

    The Section 26 Applicants believe that the Lord Abbett Series
Fund--Bond Debenture Portfolio and the AXA Premier VIP High Yield
Portfolio have substantially similar investment objectives, policies
and risks and that the essential objectives and expectations of
Contract owners will continue to be met after the Substitution. In this
connection, the Section 26 Applicants note that each Portfolio invests
virtually all of its assets in fixed income securities. In addition,
each Portfolio invests largely in high-yield securities and also may
invest in investment grade debt securities. Applicants note that the
Removed Portfolio generally invests at least 20% of its net assets in
investment grade debt securities, while the Replacement Portfolio
generally invests no more than 20% of its net assets in such
securities. Applicants believe, however, that this is neither a
significant difference in the investment policies of the Portfolios nor
a difference that significantly alters the overall risk profile of
either Portfolio. In this connection, Applicants note that the Removed
Portfolio has only invested approximately 23% of its assets in
investment grade debt securities over the past three fiscal years,
while the Replacement Portfolio has invested approximately 8% of its
assets in such securities over the same period. Thus, each Portfolio
has invested the substantial majority (indeed, more than three quarters
of the Portfolio) in high-yield debt securities over the last three

fiscal years. Each Portfolio also may invest, to a limited extent, in
equity securities and foreign securities. Moreover, the Section 26
Applicants believe that while the principal risks are stated somewhat
differently, as noted above, the Portfolios have substantially similar
risk profiles. Each Portfolio is subject to general investment risks,
such as asset class risk and security risk, and to substantially
similar portfolio risks, such as fixed income risk, including high-
yield securities risk, investment grade securities risk, credit risk
and interest rate risk, and foreign securities risk.
    14. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the Initial Class shares of The Dreyfus Socially Responsible Growth
Fund, Inc. (the ``Removed Portfolio'' for purposes of this discussion)
and the Class IA shares of the EQ/Calvert Socially Responsible
Portfolio (the ``Replacement Portfolio'' for purposes of this
discussion). The total annual operating expenses of the Replacement
Portfolio have been restated to reflect recent changes to the
administration fees charged with respect to that Portfolio.\3\ Class IA
shares of the Replacement Portfolio and the Initial Class shares of the
Removed Portfolio have not adopted plans pursuant to Rule 12b-1 under
the 1940 Act.
---------------------------------------------------------------------------

    \3\ Effective May 1, 2006, each EQAT Portfolio pays an
administration fee equal to $30,000 per year, plus its pro rata
portion of the Trust's asset-based administration fee, which is
equal to an annual rate of 0.12% of the first $3 billion of total
EQAT average daily net assets, 0.11% of the next $3 billion, 0.105%
of the next $4 billion, 0.10% of the next $20 billion of total EQAT
average daily net assets and 0.975% of the total EQAT average daily
net assets in excess of $30 billion. Prior to that date, the
administration fee for each EQAT Portfolio was equal to $30,000 per
year, plus its pro rata portion of the Trust's asset-based
administration fee, which was equal to an annual rate of 0.04% of
the first $3 billion of total EQAT average daily net assets, 0.03%
of the next $3 billion, 0.025% of the next $4 billion, and 0.0225%
of the total EQAT average daily net assets in excess of $10 billion.

------------------------------------------------------------------------
                                           The Dreyfus
                                            Socially        EQ/Calvert
                                           Responsible       Socially
                                          Growth Fund,     Responsible
                                              Inc.          Portfolio
                                            (percent)       (percent)
------------------------------------------------------------------------
Management Fee \4\.....................            0.75            0.65
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.06            0.27
Total Annual Operating Expenses........            0.81            0.92
Less Fee Waiver/Expense Reimbursement               N/A           (0.12)
 \5\...................................
Net Annual Operating Expenses..........            0.81            0.80
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the net annual
operating expense ratio of the Replacement Portfolio was lower than the
Removed Portfolio's net annual operating expense ratio due primarily to
the Replacement Portfolio's lower management fee rate and an expense
limitation arrangement in effect for the Replacement Portfolio.
---------------------------------------------------------------------------

    \4\ The management fee schedule for the Replacement Portfolio on
an annual basis is equal to 0.650% of the first $1 billion; 0.600%
on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the
next $5 billion; and 0.525% thereafter. The management fee schedule
for the Removed Portfolio, as well as the management fee schedule
for each Removed Portfolio in Substitutions 2, 4, 5, 6 and 10
discussed herein, does not include breakpoints.
    \5\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 0.80%.
---------------------------------------------------------------------------

    As of December 31, 2005, the assets of the Replacement Portfolio
were approximately $72.5 million, while the assets of the Removed
Portfolio were approximately $431.2 million. Although the Replacement
Portfolio is smaller than the Removed Portfolio, it is anticipated that
the Replacement Portfolio's net annual operating expense ratio will be
lower than the Removed Portfolio's annual operating expense ratio
immediately after the Substitution due to the expense limitation
arrangement in effect. The Section 26 Applicants assert that the
proposed Substitution of the Replacement Portfolio for the Removed
Portfolio will therefore benefit the Contract owners by lowering the
annual operating expense ratio. To ensure that Contract owners with
amounts allocated to the Removed Portfolio on the date of the
Substitution do not incur higher expenses with respect to such amounts
for a period of two years after the Substitution, MLOA and MONY also
have agreed to impose a two-year expense limitation with respect to
such amounts, as summarized below.
    15. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the Initial Class shares of the Dreyfus Variable Investment Fund--
International Value Portfolio (the ``Removed Portfolio'' for purposes
of this discussion) and the Class IA shares of the EQ/Mercury
International Value Portfolio (the ``Replacement Portfolio'' for
purposes of this discussion). The total annual operating expenses of
the Replacement Portfolio have been restated to reflect recent changes
to the administration fees charged with respect to that Portfolio (as
described above). Class IA shares of the Replacement Portfolio and the
Initial Class shares of the Removed Portfolio have not adopted plans
pursuant to Rule 12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                      Dreyfus Variable
                                     Investment Fund--      EQ/Mercury
                                    International Value   International
                                         Portfolio       Value Portfolio
                                         (percent)           (percent)
------------------------------------------------------------------------
Management Fee \6\................               1.00              0.85

Rule 12b-1 Fee....................               None              None
Other Expenses....................               0.20              0.23
Total Annual Operating Expenses...               1.20              1.08
Less Fee Waiver/Expense                           N/A             (0.08)
 Reimbursement \7\................
Net Annual Operating Expenses.....               1.20              1.00
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio (before and after waivers
and reimbursements) was lower than the annual operating expense ratio
of the Removed Portfolio due primarily to the Replacement Portfolio's
lower management fee rate and an expense limitation arrangement in
effect for the Replacement Portfolio. In addition, as of December 31,
2005, the assets of the Replacement Portfolio were approximately $1.4
billion, while the assets of the Removed Portfolio were approximately
$149.2 million.
---------------------------------------------------------------------------

    \6\ The management fee schedule for the Replacement Portfolio on
an annual basis is equal to 0.850% of the first $1 billion; 0.800%
on the next $1 billion; 0.775% on the next $3 billion; 0.750% on the
next $5 billion; and 0.725% thereafter.
    \7\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 1.00%. With respect to the Removed Portfolio, the investment
adviser has agreed to waive its fees and/or assume expenses of the
Portfolio to the extent that the Total Annual Operating Expenses
exceed 1.40% for the fiscal year ended December 31, 2006.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual
operating expense ratio will be lower than the Removed Portfolio's net
annual operating expense ratio immediately after the Substitution due
primarily to the lower management fee rate and economies of scale from
the substantially larger asset base as well as the expense limitation
arrangement in effect. The Section 26 Applicants assert that the
proposed Substitution of the Replacement Portfolio for the Removed
Portfolio will therefore benefit the Contract owners by lowering the
annual operating expense ratio. To ensure that Contract owners with
amounts allocated to the Removed Portfolio on the date of the
Substitution do not incur higher expenses with respect to such amounts
for a period of two years after the Substitution, MLOA and MONY also
have agreed to impose a two year expense limitation with respect to
such amounts, as summarized below.
    16. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the Class VC shares of the Lord Abbett Series Fund--Growth and Income
Portfolio (the ``Removed Portfolio'' for purposes of this discussion)
and the Class IA shares of the EQ/Lord Abbett Growth and Income
Portfolio (the ``Replacement Portfolio'' for purposes of this
discussion). The total annual operating expenses of the Replacement
Portfolio have been restated to reflect recent changes to the
administration fees charged with respect to that Portfolio (as
described above). Class IA shares of the Replacement Portfolio and the
Class VC shares of the Removed Portfolio have not adopted plans
pursuant to Rule 12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                           Lord Abbett
                                          Series Fund--   EQ/Lord Abbett
                                           Growth and       Growth and
                                             Income           Income
                                            Portfolio       Portfolio
                                            (percent)       (percent)
------------------------------------------------------------------------
Management Fee \8\.....................            0.48            0.65
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.41            0.93
Total Annual Operating Expenses........            0.89             .58
Less Fee Waiver/Expense Reimbursement               N/A           (0.83)
 \9\...................................
Net Annual Operating Expenses..........            0.89            0.75
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the net annual
operating expense ratio of the Replacement Portfolio was lower than the
net annual operating expense ratio of the Removed Portfolio due
primarily to an expense limitation arrangement in effect for the
Replacement Portfolio. This arrangement more than offset the
Replacement Portfolio's higher management fee rate and the higher rate
of ``other expenses.'' The Class VC shares of the Removed Portfolio are
not subject to any expense limit.
---------------------------------------------------------------------------

    \8\ The management fee schedule for the Replacement Portfolio on
an annual basis is equal to 0.650% of the first $1 billion; 0.600%
on the next $1 billion; 0.575% on the next $3 billion; 0.550% on the
next $5 billion; and 0.525% thereafter. The management fee schedule
for the Removed Portfolio on an annual basis is equal to 0.50% on
the first $1 billion and 0.45% over $1 billion.
    \9\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 0.75%.
---------------------------------------------------------------------------

    As of December 31, 2005, the assets of the Replacement Portfolio
were approximately $38.3 million, while the assets in the Removed
Portfolio were approximately $1.6 billion. Although the Replacement
Portfolio is smaller than the Removed Portfolio, it is anticipated that
the Replacement Portfolio's net annual operating expense ratio will be
lower than the Removed Portfolio's net annual operating expense ratio
immediately after the Substitution due to the expense limitation
arrangement in effect. In addition, after the Substitution, the
Replacement Portfolio will be substantially larger,

which should enable the Portfolio to realize greater economies of
scale. The Section 26 Applicants assert that the proposed Substitution
of the Replacement Portfolio for the Removed Portfolio will therefore
benefit the Contract owners by lowering the annual operating expense
ratio. To ensure that Contract owners with amounts allocated to the
Removed Portfolio on the date of the Substitution do not incur higher
expenses with respect to such amounts after the Substitution, MLOA and
MONY also have agreed to impose a permanent expense limitation with
respect to such amounts, as summarized below.
    17. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the shares of the T. Rowe Price Fixed Income Series, Inc.--Limited-Term
Bond Portfolio (the ``Removed Portfolio'' for purposes of this
discussion) and the Class IA shares of the EQ/Short Duration Bond
Portfolio (the ``Replacement Portfolio'' for purposes of this
discussion). The total annual operating expenses of the Replacement
Portfolio have been restated to reflect recent changes to the
administration fees charged with respect to that Portfolio (as
described above). Class IA shares of the Replacement Portfolio and the
shares of the Removed Portfolio have not adopted plans pursuant to Rule
12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                           T. Rowe Price
                                           Fixed Income
                                          Series, Inc.--     EQ/Short
                                           Limited-Term    Duration Bond
                                          Bond Portfolio     Portfolio
                                             (percent)       (percent)

------------------------------------------------------------------------
Management Fee \10\.....................            0.70            0.45
Rule 12b-1 Fee..........................            None            None
Other Expenses..........................            None            0.14
Total Annual Operating Expenses.........            0.70            0.59
Less Fee Waiver/Expense Reimbursement                N/A             N/A
 \11\...................................
Net Annual Operating Expenses...........            0.70            0.59
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio (before and after waivers
and reimbursements) was lower than the annual operating expense ratio
of the Removed Portfolio due primarily to the Replacement Portfolio's
lower management fee rate. In addition, the Class IA shares of the
Replacement Portfolio are subject to a 0.60% annual expense limit,
while the shares of the Removed Portfolio are not subject to any
expense limit. Moreover, as of December 31, 2005, the assets of the
Replacement Portfolio were approximately $1.3 billion, while the assets
in the Removed Portfolio were approximately $86.5 million.
---------------------------------------------------------------------------

    \10\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 0.450% of the first $750 million;
0.425% on the next $750 million; 0.400% on the next $1 billion;
0.380% on the next $2.5 billion; and 0.370% thereafter.
    \11\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 0.60%.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual
operating expense ratio will be lower than the Removed Portfolio's net
annual operating expense ratio immediately after the Substitution due
to the lower management fee rate and economies of scale from the
substantially larger asset base. The Section 26 Applicants assert that
the proposed Substitution of the Replacement Portfolio for the Removed
Portfolio will therefore benefit the Contract owners by lowering the
annual operating expense ratio. To ensure that Contract owners with
amounts allocated to the Removed Portfolio on the date of the
Substitution do not incur higher expenses with respect to such amounts
for a period of two years after the Substitution, MLOA and MONY also
have agreed to impose a two-year expense limitation with respect to
such amounts, as summarized below.
    18. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the shares of the T. Rowe Price Fixed Income Series, Inc.--Prime
Reserve Portfolio (the ``Removed Portfolio'' for purposes of this
discussion) and the Class IA shares of the EQ/Money Market Portfolio
(the ``Replacement Portfolio'' for purposes of this discussion). The
total annual operating expenses of the Replacement Portfolio have been
restated to reflect recent changes to the administration fees charged
with respect to that Portfolio (as described above). Class IA shares of
the Replacement Portfolio and the shares of the Removed Portfolio have
not adopted plans pursuant to Rule 12b-1 under the 1940 Act.
---------------------------------------------------------------------------

    \12\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 0.350% of the first $750 million;
0.325% on the next $750 million; 0.280% on the next $1 billion;
0.270% on the next $2.5 billion; and 0.250% thereafter.

------------------------------------------------------------------------
                                           T. Rowe Price
                                           Fixed Income
                                          Series, Inc.--     EQ/Money
                                           Prime Reserve      Market
                                             Portfolio       Portfolio
                                             (percent)       (percent)

------------------------------------------------------------------------
Management Fee \12\.....................            0.55            0.34
Rule 12b-1 Fee..........................            None            None
Other Expenses..........................            None            0.13
Total Annual Operating Expenses.........            0.55            0.47
Less Fee Waiver/Expense Reimbursement...             N/A             N/A

Net Annual Operating Expenses...........            0.55            0.47
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio (before and after waivers
and reimbursements) was lower than the annual operating expense ratio
of the Removed Portfolio due primarily to the Replacement Portfolio's
lower management fee rate. In addition, as of December 31, 2005, the
assets of the Replacement Portfolio were approximately $1.5 billion,
while the assets in the Removed Portfolio were approximately $24.1
million.
    It is anticipated that the Replacement Portfolio's net annual
operating expense ratio will be lower than the Removed Portfolio's net
annual operating expense ratio immediately after the Substitution due
to the lower management fee rate and economies of scale from the
substantially larger asset base. The Section 26 Applicants assert that
the proposed Substitution of the Replacement Portfolio for the Removed
Portfolio will therefore benefit the Contract owners by lowering the
annual operating expense ratio. To ensure that Contract owners with
amounts allocated to the Removed Portfolio on the date of the
Substitution do not incur higher expenses with respect to such amounts
for a period of two years after the Substitution, MLOA and MONY also
have agreed to impose a two-year expense limitation with respect to
such amounts, as summarized below.
    19. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the shares of the T. Rowe Price International Series, Inc.--
International Stock Portfolio (the ``Removed Portfolio'' for purposes
of this discussion) and the Class IA shares of the EQ/Alliance
International Portfolio (the ``Replacement Portfolio'' for purposes of
this discussion). The total annual operating expenses of the
Replacement Portfolio have been restated to reflect recent changes to
the administration fees charged with respect to that Portfolio (as
described above). Class IA shares of the Replacement Portfolio and the
shares of the Removed Portfolio have not adopted plans pursuant to Rule
12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                        T. Rowe Price
                                        International       EQ/Alliance
                                        Series, Inc.--     International
                                     International Stock     Portfolio
                                          Portfolio          (percent)
                                          (percent)
------------------------------------------------------------------------
Management Fee \13\................               1.05              0.72
Rule 12b-1 Fee.....................               None              None
Other Expenses.....................               None              0.21
Total Annual Operating Expenses....               1.05              0.93
Less Fee Waiver/Expense                            N/A            (0.08)
 Reimbursement \14\................
Net Annual Operating Expenses......               1.05              0.85
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio (before and after waivers
and reimbursements) was lower than the annual operating expense ratio
of the Removed Portfolio due primarily to the Replacement Portfolio's
lower management fee rate and an expense limitation arrangement in
effect for the Replacement Portfolio. The Removed Portfolio is not
subject to any expense limitation arrangement. In addition, as of
December 31, 2005, the assets of the Replacement Portfolio were
approximately $2.3 billion, while the assets in the Removed Portfolio
were approximately $467.5 million.
---------------------------------------------------------------------------

    \13\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 0.750% of the first $1 billion;
0.700% on the next $1 billion; 0.675% on the next $3 billion; 0.650%
on the next $5 billion; and 0.625% thereafter.
    \14\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 0.85%.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual
operating expense ratio will be lower than the Removed Portfolio's net
annual operating expense ratio immediately after the Substitution due
to the lower management fee rate, economies of scale from the
substantially larger asset base and the expense limitation arrangement
in effect. The Section 26 Applicants assert that the proposed
Substitution of the Replacement Portfolio for the Removed Portfolio
will therefore benefit the Contract owners by lowering the annual
operating expense ratio. To ensure that Contract owners with amounts
allocated to the Removed Portfolio on the date of the Substitution do
not incur higher expenses with respect to such amounts for a period of
two years after the Substitution, MLOA and MONY also have agreed to
impose a two-year expense limitation with respect to such amounts, as
summarized below.
    20. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the Class I shares of The Universal Institutional Funds, Inc.--Emerging
Markets Equity Portfolio (the ``Removed Portfolio'' for purposes of
this discussion) and the Class IA shares of the EQ/Van Kampen Emerging
Markets Equity Portfolio (the ``Replacement Portfolio'' for purposes of
this discussion). The total annual operating expenses of the
Replacement Portfolio have been restated to reflect recent changes to
the administration

fees charged with respect to that Portfolio (as described above). Class
IA shares of the Replacement Portfolio and the Class I shares of the
Removed Portfolio have not adopted plans pursuant to Rule 12b-1 under
the 1940 Act.

------------------------------------------------------------------------
                                         The Universal
                                         Institutional    EQ/Van Kampen
                                         Funds, Inc.--       Emerging
                                            Emerging      Markets Equity
                                         Markets Equity     Portfolio
                                           Portfolio        (percent)
                                           (percent)
------------------------------------------------------------------------
Management Fee \15\...................            1.25             1.15
Rule 12b-1 Fee........................            None             None
Other Expenses........................            0.41             0.48
Total Annual Operating Expenses.......            1.66             1.63
Less Fee Waiver/Expense Reimbursement            (0.01)           (0.08)
 \16\.................................
Net Annual Operating Expenses.........            1.65             1.55
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio (before and after waivers
and reimbursements) was lower than the annual operating expense ratio
of the Removed Portfolio due primarily to the Replacement Portfolio's
lower management fee rate and an expense limitation arrangement in
effect for the Replacement Portfolio. In addition, as of December 31,
2005, the assets of the Replacement Portfolio were approximately $1.3
billion, while the assets in the Removed Portfolio were approximately
$740.0 million.
---------------------------------------------------------------------------

    \15\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 1.150% of the first $1 billion;
1.100% on the next $1 billion; 1.075% on the next $3 billion; 1.050%
on the next $5 billion; and 1.025% thereafter. The management fee
schedule for the Removed Portfolio on an annual basis is equal to
1.25% of the first $500 million; 1.20% from $500 million to $1
billion; 1.15% from $1 billion to $2.5 billion; and 1.00%
thereafter.
    \16\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 1.55%. With respect to the Removed Portfolio, the investment
adviser has agreed to reduce its advisory fee and/or reimburse the
Portfolio to the extent that the Total Annual Operating Expenses
exceed 1.65% for the fiscal year ended December 31, 2006.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual
operating expense ratio will be lower than the Removed Portfolio's net
annual operating expense ratio immediately after the Substitution due
to the lower management fee rate, economies of scale from the
substantially larger asset base and the expense limitation arrangement
in effect. The Section 26 Applicants assert that the proposed
Substitution of the Replacement Portfolio for the Removed Portfolio
will therefore benefit the Contract owners by lowering the annual
operating expense ratio. To ensure that Contract owners with amounts
allocated to the Removed Portfolio on the date of the Substitution do
not incur higher expenses with respect to such amounts for a period of
two years after the Substitution, MLOA and MONY also have agreed to
impose a two-year expense limitation with respect to such amounts, as
summarized below.
    21. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the shares of the Old Mutual Insurance Series Fund--Mid-Cap Portfolio
(the ``Removed Portfolio'' for purposes of this discussion) and the
Class IA shares of the EQ/FI Mid Cap Portfolio (the ``Replacement
Portfolio'' for purposes of this discussion). The total annual
operating expenses of the Replacement Portfolio have been restated to
reflect recent changes to the administration fees charged with respect
to that Portfolio (as described above). Class IA shares of the
Replacement Portfolio and the shares of the Removed Portfolio have not
adopted plans pursuant to Rule 12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                           Old Mutual
                                           Insurance
                                         Series Fund--    EQ/FI Mid Cap
                                            Mid-Cap         Portfolio
                                           Portfolio        (percent)
                                           (percent)
------------------------------------------------------------------------
Management Fee \17\...................            0.95             0.69
Rule 12b-1 Fee........................            None             None
Other Expenses........................            0.22             0.14
Total Annual Operating Expenses.......            1.17             0.83
Less Fee Waiver/Expense Reimbursement            (0.18)           (0.08)
 \18\.................................
Net Annual Operating Expenses.........            0.99             0.75
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense

ratio for the Replacement Portfolio (before and after waivers and
reimbursements) was lower than the annual operating expense ratio for
the Removed Portfolio due to a lower management fee rate and a lower
rate of ``other expenses.'' In addition, the Class IA shares of the
Replacement Portfolio are subject to a 0.75 annual expense limit, while
the shares of the Removed Portfolio are subject to a 0.99 fee cap.
Moreover, as of December 31, 2005, the assets of the Replacement
Portfolio were approximately $1.4 billion, while the assets in the
Removed Portfolio were approximately $54.8 million.
---------------------------------------------------------------------------

    \17\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 0.700% of the first $1 billion; 0.65%
on the next $1 billion; 0.625% on the next $3 billion; 0.600% on the
next $5 billion; and 0.575% thereafter. The management fee schedule
for the Removed Portfolio on an annual basis is equal to 0.950% of
the first $300 million; 0.900% from $300 million to $500 million;
0.850% from $500 million to $750 million; 0.800% from $750 million
to $1 billion; 0.750% from $1 billion to $1.5 billion; 0.700% from
$1.5 billion to $2.0 billion; and 0.65% thereafter.
    \18\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 0.75%. With respect to the Removed Portfolio, the investment
adviser has contractually agreed to waive a portion of its
management fee or to pay certain expenses of the Portfolio to the
extent that the Total Annual Operating Expenses exceed 0.99% for the
fiscal year ended December 31, 2006.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's net annual
operating expense ratio will be lower than the Removed Portfolio's net
annual operating expense ratio immediately after the Substitution due
to the lower management fee rate, the lower rate of other expenses,
economies of scale from the substantially larger asset base and the
expense limitation arrangement in effect. The Section 26 Applicants
assert that the proposed Substitution of the Replacement Portfolio for
the Removed Portfolio will therefore benefit the Contract owners by
lowering the annual operating expense ratio. To ensure that Contract
owners with amounts allocated to the Removed Portfolio on the date of
the Substitution do not incur higher expenses with respect to such
amounts for a period of two years after the Substitution, MLOA and MONY
also have agreed to impose a two-year expense limitation with respect
to such amounts, as summarized below.
    22. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the Class VC shares of the Lord Abbett Series Fund--Mid-Cap Value
Portfolio (the ``Removed Portfolio'' for purposes of this discussion)
and the Class IA shares of the EQ/Lord Abbett Mid Cap Value Portfolio
(the ``Replacement Portfolio'' for purposes of this discussion). The
total annual operating expenses of the Replacement Portfolio have been
restated to reflect recent changes to the administration fees charged
with respect to that Portfolio (as described above). Class IA shares of
the Replacement Portfolio and the Class VC shares of the Removed
Portfolio have not adopted plans pursuant to Rule 12b-1 under the 1940
Act.

------------------------------------------------------------------------
                                           Lord Abbett
                                          Series Fund--   EQ/Lord Abbett
                                          Mid-Cap Value   Mid Cap Value
                                            Portfolio       Portfolio
                                            (percent)       (percent)

------------------------------------------------------------------------
Management Fee \19\....................            0.74            0.70
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.38            0.40
Total Annual Operating Expenses........            1.12            1.10
Less Fee Waiver/Expense Reimbursement               N/A           (0.30)
 \20\..................................
Net Annual Operating Expenses..........            1.12            0.80
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio (before and after waivers
and reimbursements) was lower than the annual operating expense ratio
for the Removed Portfolio due primarily to the lower management fee
rate for the Replacement Portfolio and an expense limitation
arrangement in effect for the Replacement Portfolio.
---------------------------------------------------------------------------

    \19\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 0.700% of the first $1 billion;
0.650% on the next $1 billion; 0.625% on the next $3 billion; 0.600%
on the next $5 billion; and 0.575% thereafter. The management fee
schedule for the Removed Portfolio on an annual basis is equal to
0.75% of the $1 billion; 0.70% on the next $1 billion; and 0.65%
over $2 billion.
    \20\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 0.80%.
---------------------------------------------------------------------------

    As of December 31, 2005, the assets of the Replacement Portfolio
were approximately $123.6 million, while the assets in the Removed
Portfolio were approximately $1.2 billion. Although the Replacement
Portfolio is smaller than the Removed Portfolio, it is anticipated that
the Replacement Portfolio's net annual operating expense ratio will be
lower than the Removed Portfolio's net annual operating expense ratio
immediately after the Substitution due to the lower management fee rate
and the expense limitation arrangement in effect. The Section 26
Applicants assert that the proposed Substitution of the Replacement
Portfolio for the Removed Portfolio will therefore benefit the Contract
owners by lowering the annual operating expense ratio. To ensure that
Contract owners with amounts allocated to the Removed Portfolio on the
date of the Substitution do not incur higher expenses with respect to
such amounts for a period of two years after the Substitution, MLOA and
MONY also have agreed to impose a two-year expense limitation with
respect to such amounts, as summarized below.
    23. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the Administrative Class shares of the PIMCO Variable Insurance Trust--
Real Return Portfolio (the ``Removed Portfolio'' for purposes of this
discussion) and the Class IA shares of the EQ/JPMorgan Core Bond
Portfolio (the ``Replacement Portfolio'' for purposes of this
discussion). The total annual operating expenses of the Replacement
Portfolio have been restated to reflect recent changes to the
administration fees charged with respect to that Portfolio (as
described above). Class IA shares of the Replacement Portfolio and the
Administrative Class shares of the Removed Portfolio have not adopted
plans pursuant to Rule 12b-1 under the 1940 Act.

------------------------------------------------------------------------
                                         PIMCO Variable
                                            Insurance      EQ/JPMorgan
                                           Trust--Real      Core Bond
                                             Return         Portfolio
                                            Portfolio       (percent)
                                            (percent)
------------------------------------------------------------------------
Management Fee \21\....................            0.25            0.44
Rule 12b-1 Fee.........................            None            None
Other Expenses.........................            0.41            0.13
Total Annual Operating Expenses........            0.66            0.57
Less Fee Waiver/Expense Reimbursement               N/A             N/A
 \22\..................................
Net Annual Operating Expenses..........            0.66            0.57
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio was lower than the annual
operating expense ratio of the Removed Portfolio, even though the
management fee rate for the Replacement Portfolio was higher than the
Removed Portfolio's management fee rate. The lower total annual
operating expense ratio of the Replacement Portfolio was due primarily
to the Portfolio's lower rate of ``other expenses.'' In addition, the
Class IA shares of the Replacement Portfolio are subject to a 0.60%
annual expense limit, while the Administrative Class shares of the
Removed Portfolio are not subject to any expense limit. Moreover, as of
December 31, 2005, the assets of the Replacement Portfolio were
approximately $1.4 billion, while the assets in the Removed Portfolio
were approximately $1.1 billion.
---------------------------------------------------------------------------

    \21\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 0.450% of the first $750 million;
0.425% on the next $750 million; 0.400% on the next $1 billion;
0.380% on the next $2.5 billion; and 0.370% thereafter.
    \22\ The Manager of the Replacement Portfolio has agreed to make
payments or waive its management, administrative and other fees to
limit the expenses of the Portfolio through April 30, 2007, pursuant
to an expense limitation agreement, so that the Total Annual
Operating Expenses of the Class IA shares of the Portfolio do not
exceed 0.60%.
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    It is anticipated that the Replacement Portfolio's net annual
operating expense ratio will be lower than the Removed Portfolio's net
annual operating expense ratio immediately after the Substitution due
primarily to the lower rate of ``other expenses'' due to economies of
scale as well as the expense limitation arrangement in effect. The
Section 26 Applicants assert that the proposed Substitution of the
Replacement Portfolio for the Removed Portfolio will therefore benefit
the Contract owners by lowering the annual operating expense ratio. To
ensure that Contract owners with amounts allocated to the Removed
Portfolio on the date of the Substitution do not incur higher expenses
with respect to such amounts after the Substitution, MLOA and MONY also
have agreed to impose a permanent expense limitation with respect to
such amounts, as summarized below.
    24. The following chart compares the fees paid for advisory
services and the total annual operating expenses (before and after any
waivers and reimbursements) for the fiscal year ended December 31,
2005, expressed as an annual percentage of average daily net assets, of
the Class VC shares of the Lord Abbett Series Fund--Bond-Debenture
Portfolio (the ``Removed Portfolio'' for purposes of this discussion)
and the Class A shares of the AXA Premier VIP High Yield Portfolio (the
``Replacement Portfolio'' for purposes of this discussion). Class A
shares of the Replacement Portfolio and the Class VC shares of the
Removed Portfolio have not adopted plans pursuant to Rule 12b-1 under
the 1940 Act.

------------------------------------------------------------------------
                                           Lord Abbett
                                          Series Fund--     AXA Premier
                                          Bond-Debenture  VIP High Yield
                                            Portfolio        Portfolio
                                            (percent)        (percent)

------------------------------------------------------------------------
Management Fee \23\....................            0.50             0.58
Rule 12b-1 Fee.........................            None             None
Other Expenses \24\....................            0.44             0.18
Total Annual Operating Expenses........            0.94             0.76
Less Fee Waiver/Expense Reimbursement..           (0.04)             N/A
Net Annual Operating Expenses..........            0.90             0.76
------------------------------------------------------------------------

    For the fiscal year ended December 31, 2005, the annual operating
expense ratio of the Replacement Portfolio was lower than the annual
operating expense ratio of the Removed Portfolio (before and after
waivers and reimbursements), even though the management fee rate for
the Replacement Portfolio was higher than the Removed Portfolio's
management fee rate. The lower annual operating expense ratio was due
primarily to the Replacement Portfolio's lower rate of ``other
expenses.'' In addition, as of December 31, 2005, the assets of the
Replacement Portfolio were approximately $1.8 billion, while the assets
in the Removed Portfolio were approximately $212.3 million.
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    \23\ The management fee schedule for the Replacement Portfolio
on an annual basis is equal to 0.600% of the first $750 million;
0.575% on the next $750 million; 0.550% on the next $1 billion;
0.530% on the next $2.5 billion; and 0.520% thereafter. The
management fee schedule for the Removed Portfolio on an annual
basis, as of January 1, 2006, is equal to 0.50% of the first $1
billion; and 0.45% thereafter. However, the management fee rate for
the fiscal year ended December 31, 2005, as reflected in the total
annual operating expenses table above, was 0.50% and did not include
breakpoints.
    \24\ With respect to the Removed Portfolio, the investment
adviser has contractually agreed through April 30, 2007 to reimburse
a portion of the Portfolio's expenses to maintain its ``Other
Expenses'' at an annualized rate of 0.40%.
---------------------------------------------------------------------------

    It is anticipated that the Replacement Portfolio's total annual
operating expense ratio will be lower than the Removed Portfolio's
total annual operating expense ratio immediately

after the Substitution, notwithstanding the difference in the
management fee rates, due primarily to the lower rate of other expenses
as a result of economies of scale attributable to the Replacement
Portfolio's substantially larger asset base. The Section 26 Applicants
assert that the proposed Substitution of the Replacement Portfolio for
the Removed Portfolio will therefore benefit the Contract owners by
lowering the annual operating expense ratio. To ensure that Contract
owners with amounts allocated to the Removed Portfolio on the date of
the Substitution do not incur higher expenses with respect to such
amounts after the Substitution, MLOA and MONY also have agreed to
impose a permanent expense limitation with respect to such amounts, as
summarized below.
    25. Appendix A describes each proposed substitution with respect to
each portfolio's comparative performance history. Information regarding
the average annual total returns of each Replacement and Removed
Portfolio for the one-, five- and ten-year periods (or since inception,
if shorter) ended December 31, 2005 is included in the Appendix.
    26. By supplements to the prospectuses for the Contracts and
Separate Accounts which will be delivered to Contract owners at least
thirty (30) days before the Substitutions, each Insurance Company will
notify all Contract owners of its intention to take the necessary
actions, including seeking the order requested by the Application, to
substitute shares of the Replacement Portfolios for the Removed
Portfolios as described in this notice. The supplements will advise
Contract owners that from the date of the supplement until the date of
the proposed Substitutions, owners are permitted to make transfers of
Contract value (or annuity unit value) out of each Removed Portfolio
subaccount to one or more other subaccounts without the transfers (or
exchanges) being treated as one of a limited number of permitted
transfers (or exchanges) or a limited number of transfers (or
exchanges) permitted without a transfer charge. The supplements also
will inform Contract owners that the Insurance Companies will not
exercise any rights reserved under any Contract to impose additional
restrictions on transfers until at least 30 days after each proposed
Substitution (other than with respect to implementing policies and
procedures designed to prevent disruptive transfer and other market
timing activity). The supplements also will advise Contract owners how
to provide instructions on reallocating Contract value in light of the
proposed Substitutions. In addition, the supplements will advise
Contract owners that any Contract value remaining in a Removed
Portfolio subaccount on the Substitution Date will be transferred to
the corresponding Replacement Portfolio subaccount and that the
Substitutions will take place at relative net asset value. The
supplements will also advise Contract owners that for at least 30 days
following each proposed Substitution, the Insurance Companies will
permit Contract owners to make transfers of Contract value (or annuity
unit value) out of each Replacement Portfolio subaccount to one or more
other subaccounts without the transfers (or exchanges) being treated as
one of a limited number of permitted transfers (or exchanges) or a
limited number of transfers (or exchanges) permitted without a transfer
charge, as applicable.
    27. Each Insurance Company also will send affected Contract owners
prospectuses for the Replacement Portfolio prior to the Substitutions.
Also the Section 26 Applicants will send the appropriate prospectus
supplement (or other notice, in the case of Contracts no longer
actively marketed and for which there are a relatively small number of
existing Contract owners (``Inactive Contracts'')), containing this
disclosure to all existing Contract owners. Prospective purchasers and
new purchasers of Contracts will be provided with a Contract prospectus
and the supplement containing disclosure regarding the Substitutions,
as well as a prospectus and/or supplement for the Replacement
Portfolios. Applicants represent that the Contract prospectus and the
supplement and the prospectus and/or supplement for the Replacement
Portfolios will be delivered to purchasers of new Contracts in
accordance with all applicable legal requirements.
    28. In addition to the prospectus supplements distributed to
Contract owners, within five business days after the proposed
Substitutions are completed, Contract owners will be sent a written
notice of the Substitutions informing them that each Substitution was
carried out and that they may transfer all Contract value or cash value
under a Contract invested in any one of the subaccounts on the date of
the notice to one or more other subaccounts available under their
Contract at no cost and without regard to the usual limit on the
frequency of transfers among the variable account options. The notice
will also reiterate that (other than with respect to implementing
policies and procedures designed to prevent disruptive transfers and
other market timing activity) each Insurance Company will not exercise
any rights reserved by it under the Contracts to impose additional