40-OIP/A

                                                         File No. 812-13700



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


         AMENDED AND RESTATED APPLICATION FOR AN ORDER OF APPROVAL PURSUANT TO


               SECTION 26(c) OF THE INVESTMENT COMPANY ACT OF 1940
                      AND AN ORDER OF EXEMPTION PURSUANT TO
                            SECTION 17(b) OF THE ACT
                            -------------------------

                    MetLife Insurance Company of Connecticut
          MetLife of CT Separate Account Eleven for Variable Annuities
            MetLife of CT Separate Account QPN for Variable Annuities
                MetLife of CT Fund UL for Variable Life Insurance
                       MetLife Investors Insurance Company

                 MetLife Investors Variable Annuity Account One
                   MetLife Investors Variable Life Account One

                  MetLife Investors Variable Life Account Eight
                    First MetLife Investors Insurance Company
              First MetLife Investors Variable Annuity Account One
                     MetLife Investors USA Insurance Company
                    MetLife Investors USA Separate Account A
                       Metropolitan Life Insurance Company
                     Metropolitan Life Separate Account DCVL
                      Metropolitan Life Separate Account UL
                   Security Equity Separate Account Twenty-Six
                  Security Equity Separate Account Twenty-Seven
                    Security Equity Separate Account No. 13S
                    Security Equity Separate Account No. 485
                     General American Life Insurance Company
                 General American Separate Account Twenty-Eight
                  General American Separate Account Twenty-Nine
                           Met Investors Series Trust
                         Metropolitan Series Fund, Inc.




               Please send all communications, notices and order to:

     Paul G. Cellupica                          Robert N. Hickey, Esq.
 Chief Counsel - Securities Regulation and     Sullivan & Worcester LLP
       Corporate Services                And    1666 K Street, N.W.
         MetLife Group                          Washington, D.C. 20006
  1095 Avenue of the Americas
        40th Floor
     New York, NY 10036



              Amended and Restated Application Filed March 23, 2010







                            UNITED STATES OF AMERICA
                                   BEFORE THE
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


         In the Matter of:                              )
                                                        )
         MetLife Insurance Company of                   )
         Connecticut                                    )
                                                        )
         MetLife of CT Separate Account                 )
         Eleven for Variable Annuities                  )
                                                        )
         MetLife of CT Separate Account QPN             )
         for Variable Annuities                         )
                                                        )
         MetLife of CT Fund UL for                      )
         Variable Life Insurance                        )
                                                        )
         1300 Hall Boulevard                            )
         Bloomfield, Connecticut 06002                  )
                                                        )
         MetLife Investors Insurance Company            )
                                                        )
         MetLife Investors Variable Annuity             )
         Account One                                    )
                                                        )
         MetLife Investors Variable Life                )
         Account One                                    )
                                                        )
         MetLife Investors Variable Life                )
         Account Eight                                  )
                                                        )
         5 Park Plaza, Suite 1900                       )
         Irvine, California 92614                       )
                                                        )
         First MetLife Investors Insurance              )
         Company                                        )
                                                        )
         First MetLife Investors Variable               )
         Annuity Account One                            )
                                                        )
         200 Park Avenue                                )
         New York, New York  10166                      )
                                                        )
         MetLife Investors USA Insurance                )
         Company                                        )
                                                        )
         MetLife Investors USA Separate                 )
         Account A                                      )
                                                        )
         5 Park Plaza, Suite 1900                       )
         Irvine, California  92614                      )
                                                        )
         Metropolitan Life Insurance Company            )
                                                        )
         Metropolitan Life Separate Account             )
         DCVL                                           )
                                                        )
         Metropolitan Life Separate Account UL          )
                                                        )
         Security Equity Separate Account               )
         Twenty-Six                                     )
                                                        )
         Security Equity Separate Account               )
         Twenty-Seven                                   )
                                                        )
         Security Equity Separate Account               )
         No.13S                                         )
                                                        )
         Security Equity Separate Account               )
         No. 485                                        )
                                                        )
         200 Park Avenue                                )
         New York, New York  10166                      )
                                                        )
         General American Life Insurance                )
         Company                                        )
                                                        )
         General American Separate Account              )
         Twenty-Eight                                   )
                                                        )
         General American Separate Account              )
         Twenty-Nine                                    )
                                                        )
         13045 Tesson Ferry Road                        )
         St. Louis, Missouri  63128                     )
                                                        )
         Met Investors Series Trust                     )
                                                        )
         5 Park Plaza, Suite 1900                       )
         Irvine, California 92614                       )
                                                        )
         Metropolitan Series Fund, Inc.                 )
                                                        )
         501 Boylston Street                            )
         Boston, Massachusetts  02116                   )
                                                        )
         Investment Company Act of 1940                 )
         File No. 812-                                  )
                                                        )
         -----------------------------------------------





         MetLife Insurance Company of Connecticut ("MetLife of CT"), MetLife of
CT Separate Account Eleven for Variable Annuities ("Separate Account Eleven"),
MetLife of CT Separate Account QPN for Variable Annuities ("Separate Account
QPN"), MetLife of CT Fund UL for Variable Life Insurance ("Fund UL"), MetLife
Investors Insurance Company ("MetLife Investors"), MetLife Investors Variable
Annuity Account One ("VA Account One"), MetLife Investors Variable Life Account
One ("VL Account One"), MetLife Investors Variable Life Account Eight ("VL
Account Eight"), First MetLife Investors Insurance Company ("First MetLife
Investors"), First MetLife Investors Variable Annuity Account One ("First VA
Account One"), MetLife Investors USA Insurance Company ("MetLife Investors
USA"), MetLife Investors USA Separate Account A ("Separate Account A"),
Metropolitan Life Insurance Company ("MetLife"), Metropolitan Life Separate
Account DCVL ("Separate Account DCVL"), Metropolitan Life Separate Account UL
("Separate Account UL"), Security Equity Separate Account Twenty-Six ("SE
Separate Account Twenty-Six"), Security Equity Separate Account Twenty-Seven
("SE Separate Account Twenty-Seven"), Security Equity Separate Account No. 13S
("SE Separate Account 13S"), Security Equity Separate Account No. 485 ("SE
Separate Account 485"), General American Life Insurance Company ("General
American") (together with MetLife of CT, MetLife Investors, First MetLife
Investors, MetLife Investors USA and MetLife, the "Insurance Companies"),
General American Separate Account Twenty-Eight ("GA Separate Account
Twenty-Eight"), General American Separate Account Twenty-Nine ("GA Separate
Account Twenty-Nine"), (together with Separate Account Eleven, Separate Account
QPN, Fund UL, VA Account One, VL Account One, VL Account Eight, First VA Account
One, Separate Account A, Separate Account DCVL, Separate Account UL, SE Separate
Account Twenty-Six, SE Separate Account Twenty-Seven, SE Separate Account 13S,
SE Separate Account 485 and GA Separate Account Twenty-Eight, the "Separate
Accounts"), Met Investors Series Trust ("MIST") and Metropolitan Series Fund,
Inc. ("Met Series Fund") hereby apply for an Order of the Securities and
Exchange Commission (the "Commission") pursuant to Section 26(c) of the
Investment Company Act of 1940, as amended (the "Act"), approving the
substitution of shares of certain series of MIST and Met Series Fund (together,
MIST and Met Series Fund are referred to as the "Investment Companies") for
shares of comparable series of unaffiliated registered investment companies, in
each case held by certain of the Separate Accounts to fund certain group and
individual variable annuity contracts and variable life insurance policies
(collectively, the "Contracts") issued by the Insurance Companies.


         The Insurance Companies and the Separate Accounts are referred to
herein collectively as the "Substitution Applicants." The Insurance Companies,
the Separate Accounts and the Investment Companies (the "Section 17 Applicants")
also hereby apply for an order of exemption pursuant to Section 17(b) of the Act
from Section 17(a) of the Act to permit the Insurance Companies to carry out
certain of the substitutions.

I. GENERAL DESCRIPTION OF THE APPLICANTS

A. The Insurance Companies

1. MetLife of CT

         MetLife of CT is a stock life insurance company organized in 1863 under
the laws of Connecticut. MetLife of CT is a wholly-owned subsidiary of MetLife,
Inc. MetLife of CT's principal place of business is located at 1300 Hall
Boulevard, Bloomfield, Connecticut 06002. MetLife, Inc., headquartered in New
York City, is publicly owned and through its subsidiaries and affiliates is a
leading provider of insurance and financial products and services to individual
and group customers. MetLife of CT is the depositor and sponsor of Separate
Account Eleven, Separate Account QPN and Fund UL.

2. MetLife Investors


         MetLife Investors is a stock life insurance company organized on August
17, 1981 under the laws of Missouri. MetLife Investors is a wholly-owned
subsidiary of MetLife, Inc. MetLife Investors' executive offices are at 5 Park
Plaza, Suite 1900, Irvine, California 92614. MetLife Investors is the depositor
and sponsor of VA Account One, VL Account One and VL Account Eight.


3. First MetLife Investors

         First MetLife Investors is a stock life insurance company organized on
December 31, 1992 under the laws of New York. First MetLife Investors is a
wholly-owned subsidiary of MetLife, Inc. First MetLife Investors' home offices
are at 200 Park Avenue, New York, New York 10166. First MetLife Investors is the
depositor and sponsor of First VA Account One.

4. MetLife Investors USA

         MetLife Investors USA is a stock life insurance company organized on
September 13, 1960 under the laws of Delaware. MetLife Investors USA is an
indirect wholly-owned subsidiary of MetLife, Inc. MetLife Investors USA's
executive offices are at 5 Park Plaza, Suite 1900, Irvine, California 92614.
MetLife Investors USA is the depositor and sponsor of Separate Account A.

5. MetLife

         MetLife is a stock life insurance company organized in 1868 under the
laws of New York. MetLife is a wholly-owned subsidiary of MetLife, Inc.
MetLife's home offices are at 200 Park Avenue, New York, New York 10166. MetLife
is the depositor and sponsor of Separate Account DCVL, Separate Account UL, SE
Separate Account Twenty-Six, SE Separate Account Twenty-Seven, SE Separate
Account 13S and SE Separate Account 485.

6. General American

         General American is a stock life insurance company organized in 1933
under the laws of Missouri. General American is an indirect wholly-owned
subsidiary of MetLife, Inc. General American's executive offices are at 13045
Tesson Ferry Road, St. Louis, Missouri 63128. General American is the depositor
and sponsor of GA Separate Account Twenty-Eight and GA Separate Account
Twenty-Nine.


B. The Accounts

     1. Separate  Account Eleven was  established as a segregated  asset account
under Connecticut law in 2002.  Separate Account Eleven is a "separate  account"
as defined by Rule  0-1(e)  under the Act and is  registered  under the Act as a
unit  investment  trust for the  purpose  of  funding  the  Contracts.  Security
interests under the Contracts have been  registered  under the Securities Act of
1933. (1)

         Separate Account Eleven is currently divided into 146 sub-accounts, 65
of which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 81 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate Account
Eleven (except, that, in some instances, Separate Account Eleven may own more
than 5% of such investment company). Separate Account Eleven is administered and
accounted for as part of the general business of MetLife of CT, and the income,
gains or losses of Separate Account Eleven are credited to or charged against
the assets of Separate Account Eleven in accordance with the terms of the
Contracts, without regard to income, gains or losses of MetLife of CT.

     2. Separate Account QPN was established as a segregated asset account under
Connecticut law in 1995. Separate Account QPN is a "separate account" as defined
by Rule  0-1(e)  under the Act and is exempt  from  registration  under the Act.
Security interests under the Contracts have been registered under the Securities
Act of 1933.(2)

         Separate Account QPN is currently divided into 76 sub-accounts, 48 of
which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 28 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate Account QPN
(except, that, in some instances, Separate Account QPN may own more than 5% of
such investment company). Separate Account QPN is administered and accounted for
as part of the general business of MetLife of CT, and the income, gains or
losses of Separate Account QPN are credited to or charged against the assets of
Separate Account QPN in accordance with the terms of the Contracts, without
regard to income, gains or losses of MetLife of CT.


     3. Fund UL was established as a segregated asset account under  Connecticut
law in 1983. Fund UL is a "separate account" as defined by Rule 0-1(e) under the
Act and is registered  under the Act as a unit investment  trust for the purpose
of funding the  Contracts.  Security  interests  under the  Contracts  have been
registered under the Securities Act of 1933.(3)

         Fund UL is currently divided into 69 sub-accounts, 40 of which reflect
the investment performance of a corresponding series of MIST or Met Series Fund
and 29 of which reflect the performance of registered investment companies
managed by advisers that are not affiliated with Fund UL (except, that, in some
instances, Fund UL may own more than 5% of such investment company). Fund UL is
administered and accounted for as part of the general business of MetLife of CT,
and the income, gains or losses of Fund UL are credited to or charged against
the assets of Fund UL in accordance with the terms of the Contracts, without
regard to income, gains or losses of MetLife of CT.

     4. VA Account One was  established  as a  segregated  asset  account  under
Missouri law in 1987. VA Account One is a "separate  account" as defined by Rule
0-1(e) under the Act and is registered  under the Act as a unit investment trust
for the purpose of funding the Contracts. Security interests under the Contracts
have been registered under the Securities Act of 1933.(4)

         VA Account One is currently divided into 87 sub-accounts, 68 of which
reflect the investment performance of a corresponding series of MIST or Met
Series Fund and 19 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with VA Account One
(except, that, in some instances, VA Account One may own more than 5% of such
investment company). VA Account One is administered and accounted for as part of
the general business of MetLife Investors, and the income, gains or losses of VA
Account One are credited to or charged against the assets of VA Account One in
accordance with the terms of the Contracts, without regard to income, gains or
losses of MetLife Investors.



     5. VL Account One was  established  as a  segregated  asset  account  under
Missouri law in 1996. VL Account One is a "separate  account" as defined by Rule
0-1(e) under the Act and is registered  under the Act as a unit investment trust
for the purpose of funding the Contracts. Security interests under the Contracts
have been registered under the Securities Act of 1933.(5)


         VL Account One is currently divided into 45 sub-accounts, 39 of which
reflect the investment performance of a corresponding series of MIST or Met
Series Fund and 6 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with VL Account One
(except, that, in some instances, VL Account One may own more than 5% of such
investment company). VL Account One is administered and accounted for as part of
the general business of MetLife Investors, and the income, gains or losses of VL
Account One are credited to or charged against the assets of VL Account One in
accordance with the terms of the Contracts, without regard to income, gains or
losses of MetLife Investors.



     6. VL Account  Eight was  established  as a segregated  asset account under
Missouri  law in 1998.  VL Account  Eight serves as a separate  account  funding
vehicle for certain  Contracts that are exempt from  registration  under Section
4(2) of the Securities Act of 1933 and Regulation D thereunder.


         VL Account Eight is currently divided into 18 sub-accounts, 8 of which
reflect the investment performance of a corresponding series of MIST or Met
Series Fund and 10 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with VL Account Eight
(except, that, in some instances, VL Account Eight may own more than 5% of such
investment company). VL Account Eight is administered and accounted for as part
of the general business of MetLife Investors, and the income, gains or losses of
VL Account Eight are credited to or charged against the assets of VL Account
Eight in accordance with the terms of the Contracts, without regard to income,
gains or losses of MetLife Investors.


     7. First VA Account One was established as a segregated asset account under
New York law in 1992. First VA Account One is a "separate account" as defined by
Rule 0-1(e) under the Act and is registered  under the Act as a unit  investment
trust for the purpose of funding the  Contracts.  Security  interests  under the
Contracts have been registered under the Securities Act of 1933.(6)


         First VA Account One is currently divided into 135 sub-accounts, 77 of
which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 58 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with First VA Account One
(except, that, in some instances, First VA Account One may own more than 5% of
such investment company). First VA Account One is administered and accounted for
as part of the general business of First MetLife Investors, and the income,
gains or losses of First VA Account One are credited to or charged against the
assets of First VA Account One in accordance with the terms of the Contracts,
without regard to income, gains or losses of First MetLife Investors.


     8. Separate  Account A was established as a segregated  asset account under
Delaware law in 1980.  Separate Account A is a "separate  account" as defined by
Rule 0-1(e) under the Act and is registered  under the Act as a unit  investment
trust for the purpose of funding the  Contracts.  Security  interests  under the
Contracts have been registered under the Securities Act of 1933.(7)


         Separate Account A is currently divided into 150 sub-accounts, 76 of
which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 74 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate Account A
(except, that, in some instances, Separate Account A may own more that 5% of
such investment company). Separate Account A is administered and accounted for
as part of the general business of MetLife Investors USA, and the income, gains
or losses of Separate Account A are credited to or charged against the assets of
Separate Account A in accordance with the terms of the Contracts, without regard
to income, gains or losses of MetLife Investors USA.

     9.  Separate  Account DCVL was  established  as a segregated  asset account
under New York law in 2003.  Separate  Account DCVL serves as a separate funding
vehicle for certain  Contracts that are exempt from  registration  under Section
4(2) of the Securities Act of 1933 and Regulation D thereunder.

         Separate Account DCVL is currently divided into 121 sub-accounts, 50 of
which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 71 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate Account DCVL
(except, that, in some instances, Separate Account DCVL may own more than 5% of
such investment company). Separate Account DCVL is administered and accounted
for as part of the general business of MetLife, and the income, gains or losses
of Separate Account DCVL are credited to or charged against the assets of
Separate Account DCVL in accordance with the terms of the Contracts, without
regard to income, gains or losses of MetLife.

     10. Separate Account UL was established as a segregated asset account under
New York law in 1990.  Separate Account UL is a "separate account" as defined by
Rule 0-1(e) under the Act and is registered  under the Act as a unit  investment
trust for the purpose of funding the  Contracts.  Security  interests  under the
Contracts have been registered under the Securities Act of 1933.(8)


         Separate Account UL is currently divided into 116 sub-accounts, 63 of
which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 53 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate Account UL
(except, that, in some instances, Separate Account UL may own more than 5% of
such investment company). Separate Account UL is administered and accounted for
as part of the general business of MetLife, and the income, gains or losses of
Separate Account UL are credited to or charged against the assets of Separate
Account UL in accordance with the terms of the Contracts, without regard to
income, gains or losses of MetLife.

     11. SE Separate  Account  Twenty-Six was established as a segregated  asset
account  under  New  York law in  1994.  SE  Separate  Account  Twenty-Six  is a
"separate  account"  as defined by Rule 0-1(e)  under the Act and is  registered
under  the  Act as a unit  investment  trust  for the  purpose  of  funding  the
Contracts. Security interests under the Contracts have been registered under the
Securities Act of 1933.(9)

         SE Separate Account Twenty-Six is currently divided into 3
sub-accounts, 1 of which reflects the investment performance of a corresponding
series of MIST or Met Series Fund and 2 of which reflect the performance of
registered investment companies managed by advisers that are not affiliated with
SE Separate Account Twenty-Six (except, that, in some instances, SE Separate
Account Twenty-Six may own more than 5% of such investment company). SE Separate
Account Twenty-Six is administered and accounted for as part of the general
business of MetLife, and the income, gains or losses of SE Separate Account
Twenty-Six are credited to or charged against the assets of SE Separate Account
Twenty-Six in accordance with the terms of the Contracts, without regard to
income, gains or losses of MetLife.

     12. SE Separate Account  Twenty-Seven was established as a segregated asset
account  under  New York law in 1994.  SE  Separate  Account  Twenty-Seven  is a
"separate  account"  as defined by Rule 0-1(e)  under the Act and is  registered
under  the  Act as a unit  investment  trust  for the  purpose  of  funding  the
Contracts. Security interests under the Contracts have been registered under the
Securities Act of 1933.(10)

         SE Separate Account Twenty-Seven is currently divided in 4
sub-accounts, 0 of which reflect the investment performance of a corresponding
series of MIST or Met Series Fund and 4 of which reflect the performance of
registered investment companies managed by advisers that are not affiliated with
SE Separate Account Twenty-Seven (except, that, in some instances, SE Separate
Account Twenty-Seven may own more than 5% of such investment company). SE
Separate Account Twenty-Seven is administered and accounted for as part of the
general business of MetLife, and the income, gains or losses of SE Separate
Account Twenty-Seven are credited to or charged against the assets of SE
Separate Account Twenty-Seven in accordance with the terms of the Contracts,
without regard to income, gains or losses of MetLife.

     13.  Separate  Account 13S was  established  as a segregated  asset account
under New York law in 1994.  Separate  Account  13S is a  "separate  account" as
defined by Rule 0-1(e) under the Act and is  registered  under the Act as a unit
investment  trust for the purpose of funding the Contracts.  Security  interests
under the Contracts have been registered under the Securities Act of 1933(11).

         Separate Account 13S is currently divided into 44 sub-accounts, 16 of
which reflect the investment performance of a corresponding series of MIST or
Met Series Fund, and 28 of which reflect the performance of registered
investment companies managed by advisers that are not affiliated with Separate
Account 13S (except, that, in some instances, Separate Account 13S may own more
than 5% of such investment company). Separate Account 13S is administered and
accounted for as part of the general business of MetLife, and the income, gains
or losses of Separate Account 13S are credited to or charged against the assets
of Separate Account 13S in accordance with the terms of the Contracts, without
regard to income, gains or losses of MetLife.

     14.  Separate  Account 485 was  established  as a segregated  asset account
under New York law in 2008.  Separate  Account 485 serves as a separate  account
funding vehicle for certain  Contracts that are exempt from  registration  under
Section 4(2) of the Securities Act of 1933 and Regulation D thereunder.

         Separate Account 485 is currently divided into 28 sub-accounts, 9 of
which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 19 of which reflect the performance of registered investment
companies managed by advisers that are not affiliated with Separate Account 485
(except, that, in some instances, Separate Account 485 may own more than 5% of
such investment company). Separate Account 485 is administered and accounted for
as part of the general business of MetLife, and the income, gains or losses of
Separate Account 485 are credited to or charged against the assets of Separate
Account 485 in accordance with the terms of the Contracts, without regard to
income, gains or losses of MetLife.

     15. GA Separate Account  Twenty-Eight was established as a segregated asset
account  under  Missouri  law in 1992.  GA Separate  Account  Twenty-Eight  is a
"separate  account"  as defined by Rule 0-1(e)  under the Act and is  registered
under  the  Act as a unit  investment  trust  for the  purpose  of  funding  the
Contracts. Security interests under the Contracts have been registered under the
Securities Act of 1933.(12)

         GA Separate Account Twenty-Eight is currently divided into 3
sub-accounts, 1 of which reflects the investment performance of a corresponding
series of MIST or Met Series Fund and 2 of which reflect the performance of
registered investment companies managed by advisers that are not affiliated with
GA Separate Account Twenty-Eight (except, that, in some instances, GA Separate
Account Twenty-Eight may own more than 5% of such investment company). GA
Separate Account Twenty-Eight is administered and accounted for as part of the
general business of General American, and the income, gains or losses of GA
Separate Account Twenty-Eight are credited to or charged against the assets of
GA Separate Account Twenty-Eight in accordance with the terms of the Contracts,
without regard to income, gains or losses of General American.

     16. GA Separate  Account  Twenty-Nine was established as a segregated asset
account  under  Missouri  law in 1992.  GA  Separate  Account  Twenty-Nine  is a
"separate  account"  as defined by Rule 0-1(e)  under the Act and is  registered
under  the  Act as a unit  investment  trust  for the  purpose  of  funding  the
Contracts. Security interests under the Contracts have been registered under the
Securities Act of 1933.(13)

     GA Separate Account Twenty-Nine is currently divided into 4 sub-accounts, 2
of which reflect the investment performance of a corresponding series of MIST or
Met Series Fund and 2 of which reflect the performance of registered  investment
companies  managed by advisers that are not affiliated with GA Separate  Account
Twenty-Nine  (except,  that, in some instances,  GA Separate Account Twenty-Nine
may  own  more  than  5%  of  such  investment  company).  GA  Separate  Account
Twenty-Nine is administered and accounted for as part of the general business of
General  American,  and the  income,  gains or  losses  of GA  Separate  Account
Twenty-Nine are credited to or charged against the assets of GA Separate Account
Twenty-Nine  in accordance  with the terms of the  Contracts,  without regard to
income, gains or losses of General American.


     Although Separate Account QPN, VL Account Eight,  Separate Account DCVL and
Separate Account 485 are exempt from  registration  under the Act, they would be
subject  to the  investment  limitations  of  Section  12 but for the  exclusion
contained  in Section  12(d)(1)(E)  of the Act.  To rely on such  exclusion,  an
investment company that is not a registered investment company must, among other
things,  agree to refrain from  substituting  a security  unless the  Commission
approves the substitution in the manner provided in Section 26 of the Act.



C. The Investment Companies


         Shares of MIST and Met Series Fund are sold exclusively to insurance
company separate accounts to fund benefits under variable annuity contracts and
variable life insurance policies sponsored by the Insurance Companies or their
affiliates. MIST is a Delaware statutory trust organized on July 27, 2000. Met
Series Fund is a Maryland corporation organized on November 23, 1982. MIST and
Met Series Fund are each registered under the Act as open-end management
investment companies of the series type, and their securities are registered
under the Securities Act of 1933.(14) MIST currently offers 48 series. The
substitutions will involve 5 series of MIST. Met Series Fund currently offers 38
series. The substitutions will involve 4 series of Met Series Fund.


         MetLife Advisers, LLC serves as investment adviser to MIST and Met
Series Fund. The investment adviser is an affiliate of MetLife. MetLife
Investors Distribution Company, an affiliate of MetLife, is the distributor of
certain of the Contracts and serves as the principal underwriter of MIST and Met
Series Fund.

II. STATEMENT OF ADDITIONAL FACTS

A. The Proposed Substitutions


         Each Insurance Company, on its behalf and on behalf of the Separate
Accounts set forth below, proposes to make certain substitutions of shares of 11
funds (the "Existing Funds") held in sub-accounts of its respective Separate
Accounts for certain series (the "Replacement Funds") of MIST and Met Series
Fund. The specific classes of shares involved in the substitutions are described
in the fee tables below. The proposed substitutions are as follows:


1)   Shares of Met Series Fund's BlackRock Money Market Portfolio for shares of:

         (a) AIM V.I. Money Market Fund - GA Separate Account Twenty-Eight, SE
         Separate Account Twenty-Six


         (b) Legg Mason Western Asset Variable Money Market Portfolio - Fund UL,
         Separate Account Eleven, Separate Account QPN, First VA Account One,
         Separate Account A


2)   Shares of MIST's RCM Technology Portfolio for shares of:

         (a) AIM V.I. Technology Fund - SE Separate Account Twenty-Seven, GA
Separate Account Twenty-Nine

         (b)  DWS Technology VIP - Separate Account Eleven

3)   Shares of Met Series Fund's  Oppenheimer Global Equity Portfolio for shares
     of DWS Global Opportunities VIP - Separate Account Eleven

4)   Shares of Met Series Fund's  Met/Artisan Mid Cap Value Portfolio for shares
     of Janus Aspen Perkins Mid Cap Value  Portfolio - Separate  Account Eleven,
     Separate  Account UL,  Separate  Account DCVL, SE Separate  Account 13S, SE
     Separate Account 485



5)   Shares of MIST's  Met/Templeton  Growth  Portfolio for shares of Legg Mason
     Batterymarch  Variable Global Equity  Portfolio - Separate  Account Eleven,
     First VA Account One, Separate Account A

6)   Shares of Met Series  Fund's  MetLife  Stock Index  Portfolio for shares of
     Legg Mason  Batterymarch  S&P 500 Index  Portfolio -  Separate
     Account QPN


7)   Shares of MIST's  BlackRock High Yield Portfolio for shares of Pioneer High
     Yield VCT  Portfolio  - Separate  Account  Eleven,  First VA  Account  One,
     Separate Account A



8)   Shares of MIST's  Lord  Abbett  Growth and Income  Portfolio  for shares of
     Putnam VT Growth and Income Fund - VA Account One, First VA Account One, VL
     Account One, VL Account Eight

9)   Shares of MIST's Met/AIM Small Cap Growth Portfolio for shares of UIF Small
     Company Growth Portfolio - Separate Account Eleven




B. Description of the Funds

         Set forth below is a description of the investment objectives, the
principal investment policies and principal risk factors of each Existing Fund
and its corresponding Replacement Fund. A description of each risk factor is
found in footnotes to each principal risk factor.










- ---------------------------------------------------------- -------------------------------------------------------------
                      EXISTING FUND                                              REPLACEMENT FUND
- ---------------------------------------------------------- -------------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------------
                                                       

AIM V.I. Money Market Fund(15) - seeks to provide as       BlackRock Money Market Portfolio - seeks a high level of
high a level of current income as is consistent with       current income consistent with preservation of capital.
the preservation of capital and liquidity.
                                                           The Portfolio invests in accordance with industry-standard
The Fund invests only in high-quality U.S.                 requirements for money market funds for the quality,
dollar-denominated short term debt obligations,            maturity and diversification of investments.
including:  (i) securities issued by the U.S. Government
or its agencies; (ii) bankers' acceptances, certificates   The Portfolio may invest in the highest quality, short-term
of deposit, and time deposits from U.S. or foreign         money market instruments or in U.S. Government securities.
banks; (iii) repurchase agreements; (iv) commercial        The Portfolio may invest in commercial paper and
paper; (v) taxable municipal securities; (vi) master       asset-backed securities, including those issued in Rule
notes; and (vii) cash equivalents.                         144A and other private placement transactions.

The Fund invests in accordance with industry-standard      The Portfolio may also invest in U.S. dollar denominated
requirements for money market funds for the quality,       securities issued by foreign companies or banks or their
maturity and diversification of investments.               U.S. affiliates.

The Fund may invest up to 50% of its assets in U.S.        Principal Risks:
dollar-denominated foreign securities.                     o  Market Risk
                                                           o  Credit Risk
The Fund may invest in securities issued or guaranteed     o  Interest Rate Risk
by companies in the financial services industry.           o  Foreign Investment Risk
                                                           o  Non-Mortgage Asset-Backed Securities Risk (23)
Principal Risks:
o  Market Risk(16)
o  Credit Risk(17)
o  Interest Rate Risk(18)
o  Foreign Investment Risk(19)
o  Municipal Securities Risk(20)
o  Repurchase Agreement Risk(21)
o  Financial Services Risk(22)

- ---------------------------------------------------------- -------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
AIM V.I. Technology Fund(15) - seeks capital growth.    RCM Technology Portfolio - seeks capital appreciation; no
                                                      consideration is given to income.
The Fund normally invests at least 80% of its assets
in equity securities (principally common stocks) of   The Portfolio normally invests at least 80% of its assets in
issuers engaged primarily in technology-related       common stocks of companies which utilize new, creative or
industries. The Fund considers a company to be doing  different, or "innovative," technologies to gain a strategic
business in technology-related industries if it meets competitive advantage in their industry, as well as companies
at least one of the following tests: (1) at least     that provide and service those technologies. The Portfolio
50% of its gross income or its net sales come from    identifies its investment universe of technology-related
activities in technology-related industries; (2) at   companies primarily by reference to classifications made by
least 50% of its assets are devoted to producing      independent firms, such as Standard & Poor's and by
revenues in technology-related industries; or (3)     identifying companies that derive a substantial portion of
based on other available information, the portfolio   their revenues from the manufacture, sale, use and/or service
manager determines that its primary business is       of technological products or services.
within technology-related industries.
                                                      Although the Portfolio emphasizes companies which utilize
The Fund may invest up to 25% of its total assets in  technologies, it is not required to invest exclusively in
securities of non-U.S. issuers doing business in      companies in a particular business sector or industry.
technology-related industries.  Securities of
Canadian issuers and American Depositary Receipts     The Adviser selects stocks for the Portfolio using a "growth"
are not subject to this 25% limitation.               style.

The portfolio manager focuses on attractively valued  The Portfolio may invest a portion of its assets in the
well-managed companies with the potential to deliver  securities of smaller capitalization companies and may invest
attractive returns.                                   in initial public offerings ("IPOs").

The portfolio manager constructs the Fund's portfolio The Portfolio may invest up to 50% of its assets in foreign
with the goal of holding 40-60 individual stocks.     equity securities, including American Depositary Receipts,
                                                      and may invest in securities of emerging market countries.
While the portfolio manager may invest in stocks of
any market capitalization, the portfolio manager      The Portfolio may utilize, primarily for risk management and
tends to favor mid- and large-cap stocks.             hedging purposes, short sales (collateralized or
                                                      uncollateralized), or other derivative instruments such as
The portfolio manager may invest in derivatives.      stock index futures contracts, purchase and sale of put and
                                                      call options and other option strategies such as spreads and
Principal Risks:                                      straddles.
o  Market Risk
o  Sector Risk(24)                                    Principal Risks:
o  Technology Industry Risk(25)                       o  Market Risk
o  Foreign Investment Risk                            o  Foreign Investment Risk
o  Market Capitalization Risk(26)                     o  Market Capitalization Risk
o  Investment Style Risk(27)                          o  Investment Style Risk
o  Limited Number of Holdings Risk(28)                o  Technology Industry Risk
o  Derivatives Risk(29)                               o  Sector Risk
                                                      o  Derivatives Risk
                                                      o  IPO Risk(30)

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
DWS Technology VIP(15) - seeks capital growth.        RCM Technology Portfolio - seeks capital appreciation; no
                                                      consideration is given to
                                                      income.
Under normal circumstances, the Portfolio invests at
least 80% of net assets in common stocks of           The Portfolio normally invests at least 80% of its assets in
companies in the technology sector. For purposes of   common stocks of companies which utilize new, creative or
the Portfolio's 80% investment policy, companies in   different, or "innovative," technologies to gain a strategic
the technology sector must commit at least half of    competitive advantage in their industry, as well as companies
their assets to the technology sector or derive at    that provide and service those technologies. The Portfolio
least half of their revenues or net income from that  identifies its investment universe of technology-related
sector.                                               companies primarily by reference to classifications made by
                                                      independent firms, such as Standard & Poor's and by
The Portfolio may invest in companies of any size.    identifying companies that derive a substantial portion of
In addition, the Portfolio may invest in initial      their revenues from the manufacture, sale, use and/or service
public offerings ("IPOs").                            of technological products or services.

While the Portfolio invests mainly in U.S. stocks,    Although the Portfolio emphasizes companies which utilize
it may invest up to 35% of net assets in foreign      technologies, it is not required to invest exclusively in
securities.                                           companies in a particular business sector or industry.

The portfolio manager looks for growth companies and  The Adviser selects stocks for the Portfolio using a "growth"
reasonable market value.                              style.

The Portfolio may use derivatives for hedging and     The Portfolio may invest a portion of its assets in the
risk management or for non-hedging purposes to seek   securities of smaller capitalization companies and may invest
to enhance potential gains.                           in initial public offerings ("IPOs").

The Portfolio is non-diversified.                     The Portfolio may invest up to 50% of its assets in foreign
                                                      equity securities, including American Depositary Receipts,
Principal Risks:                                      and may invest in securities of emerging market countries.
o  Market Risk
o  Sector Risk                                        The Portfolio may utilize, primarily for risk management and
o  Technology Industry Risk                           hedging purposes, short sales (collateralized or
o  Non-diversification Risk(31)                       uncollateralized), or other derivative instruments such as
o  Market Capitalization Risk                         stock index futures contracts, purchase and sale of put and
o  Investment Style Risk                              call options and other option strategies such as spreads and
o  Derivatives Risk                                   straddles.
o  IPO Risk
                                                      Principal Risks:
                                                      o  Market Risk
                                                      o  Foreign Investment Risk
                                                      o  Market Capitalization Risk
                                                      o  Investment Style Risk
                                                      o  Technology Industry Risk
                                                      o  Sector Risk
                                                      o  Derivatives Risk
                                                      o  IPO Risk

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------

DWS Global Opportunities VIP(15) - seeks               Oppenheimer Global Equity Portfolio - seeks capital
above-average capital appreciation over the long       appreciation.
term.
                                                       The Portfolio invests under normal circumstances at least 80%
The Portfolio invests at least 65% of total assets     of its assets in equity securities (primarily common stock)
in common stocks and other equities of small companies of U.S. and foreign-based companies. The Portfolio can
throughout the world (companies with market values     invest without limit in foreign securities and can invest in
similar to the smallest 20% of the S&P Developed       any country, including countries with developed or emerging
Small Cap Index). While the Portfolio may invest in    markets. However, the Portfolio currently emphasizes its
securities in any country, it generally focuses on     investment in developed markets such as the United States,
countries with developed economies (including the      Western European countries and Japan.
U.S.). As of June 30, 2009, companies in which the
Portfolio invests typically have a market              The portfolio manager looks primarily for foreign and U.S.
capitalization of between $5.36 million and $53.8      companies with high growth potential.
billion. As part of the investment process
(and low turnover strategy) the Portfolio may own
stocks even though they exceed the market              The Portfolio does not limit its investments to companies in
capitalization upper range.                            a particular capitalization range, but currently focuses its
                                                       investments in mid- and large-cap companies.

The Portfolio looks for growth companies and           The Portfolio is not required to allocate its investment in
reasonable market value.                               any set percentages in any particular country.  The Portfolio
                                                       normally will invest in at least three countries (one of
The Portfolio may invest up to 35% of total assets     which may be the United States).  Typically, the Portfolio
in common stocks and other equities of large companies invests in a number of different countries.
or in debt securities (of which 5% of net assets may
be junk bonds).                                        Principal Risks
                                                       o  Market Risk
The Portfolio may use derivatives for hedging and for  o  Foreign Investment Risk
risk management or for non-hedging purposes to seek    o  Market Capitalization Risk
to enhance potential gains.                            o  Investment Style Risk


Principal Risks
o  Market Risk
o  Investment Style Risk
o  Market Capitalization Risk
o  Foreign Investment Risk
o  Interest Rate Risk
o  Credit Risk
o  Derivatives Risk

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Perkins Mid Cap Value Portfolio(15) -     Met/Artisan Mid Cap Value Fund- seeks long term capital
seeks capital appreciation.                           growth.

The Portfolio pursues its investment objective by     The Portfolio invests at least 80% of its net assets in the
investing primarily in common stocks selected for     common stocks of medium-sized companies. A medium-sized
their capital appreciation potential. The Portfolio   company is defined as one with a market capitalization
primarily invests in the common stocks of mid-sized   greater than the market capitalization of the smallest
companies whose stock prices the portfolio managers   company in the Russell Midcap Index and less than three times
believe to be undervalued. The Portfolio invests,     the weighted average market capitalization of companies in
under normal circumstances, at least 80% of its       that index. As of June 30, 2009, the market capitalization
assets in equity securities of companies whose market of the smallest company in the Russell Midcap Index was $40
capitalization falls, at the time of purchase, within million and the market capitalization of the largest company
the 12-month average of the capitalization range of   was $12.1 billion. As long as an investment continues to
the Russell Midcap(R) Value Index. This average is    meet the Portfolio's other investment criteria, the portfolio
updated monthly. The market capitalizations within    manager may choose to hold a stock even if the company's
the index will vary, but as of June 30, 2009, they    market capitalization grows or falls outside the range given
ranged from $40 million to approximately $12.1        above. The portfolio manager will generally not initiate a
billion.                                              position in a company unless it has a market capitalization
                                                      between $2 billion and $15 billion.  The Portfolio invests
Within the parameters of its specific investment      primarily in U.S. companies.
policies, the Portfolio may invest in foreign equity
and debt securities, which may include investments in The portfolio manager uses a value approach in selecting
emerging markets.                                     investments for the Portfolio.

Within the parameters of its specific investment      Principal Risks
policies, the Portfolio may invest its assets in      o Market Risk
derivatives (by taking long and/or short positions).  o Market Capitalization Risk
The Portfolio may use derivatives for different       o Investment Style Risk
purposes, including hedging (to offset risks
associated with an investment, currency exposure,
or market conditions) and to earn income and
enhance returns.

Principal Risks
o  Market Risk
o  Market Capitalization Risk
o  Investment Style Risk
o  Foreign Investment Risk
o  Derivatives Risk

- ---------------------------------------------------------------------------------------------------------------------


Legg Mason Batterymarch Variable Global Equity         Met/Templeton Growth Portfolio - seeks long-term capital
Portfolio(15) - seeks long-term capital growth.        growth.
Dividend income, if any, is a secondary consideration.
                                                       Under normal market conditions, the Portfolio invests
The Portfolio invests primarily in the common stock    primarily in the equity securities of companies with various
of U.S. and non-U.S. issuers, particularly issuers     market capitalizations located anywhere in the world,
located in countries included in the Morgan Stanley    including emerging markets. Up to 100% of the Portfolio's
Capital International World Index. Under normal        assets may be invested in foreign countries including,
circumstances, the Portfolio invests at least 80% of   without limit, in emerging markets. However, the Portfolio,
its assets in equity and equity-related securities,    under current market conditions, does not intend to invest
and under current market conditions, invests at least  more than 50% of its assets in emerging markets. The
40% of its assets in non-U.S. issuers. Although the    Portfolio also invests in depositary receipts.
Portfolio invests primarily in securities with a
market capitalization of greater than $15 billion,     In addition to the Portfolio's main investments, depending
the Portfolio may invest in securities of any market   upon current market conditions, the Portfolio may invest up
capitalization, including mid-cap and small-cap        to 25% of its total assets in debt securities of companies
securities.                                            and governments located anywhere in the world.

The Portfolio may invest up to 10% of its net assets   When choosing equity investments for the Portfolio, the
in emerging market issuers.                            subadviser applies a "bottom up", value-oriented, long-term
                                                       approach.

The Portfolio usually invests in securities listed on
securities exchanges, although it may also purchase    Principal Risks:
securities which are not registered for sale to the    o  Market Risk
general public, or, to a limited extent, securities    o  Investment Style Risk
that are not readily marketable.  The Portfolio may    o  Market Capitalization Risk
invest directly in foreign securities or may invest    o  Foreign Investment Risk
in depositary receipts for securities of foreign       o  Credit Risk
issuers.                                               o  Interest Rate Risk

The Portfolio may, but is not required to, enter
into forward currency transactions to buy or sell
currencies at a future date.

The portfolio manager uses a "bottom up" stock
selection process utilizing both growth and value
characteristics.

Principal Risks:
o  Market Risk
o  Foreign Investment Risk
o  Market Capitalization Risk
o  Investment Style Risk
o  Derivatives Risk
o  Illiquid Securities Risk(32)

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------

Legg Mason Batterymarch S&P 500 Index Fund(15) -       MetLife Stock Index Portfolio - seeks to equal the
seeks investment results that, before expenses,        performance of the S&P 500 Index (before expenses).
correspond to the price and yield
performance of the S&P 500 Index.                      The Portfolio purchases the common stocks of all the
                                                       companies in the S&P 500 Index.
Under normal market circumstances, the Fund invests
at least 80% of the value of its net assets in equity  The Portfolio also invests in exchange-traded funds (ETFs)
securities, or other investments with similar          and futures contracts based on the S&P 500 Index and/or
economic characteristics, included in the Index. The   related options to simulate full investment in the Index
Fund generally is fully invested in stocks included    while retaining liquidity, to facilitate trading and for
in the Index. The Fund will hold a broadly             other investment reasons.
diversified portfolio of common stocks that is
comparable to the Index in terms of economic sector    Principal Risks:
weightings, market capitalization and liquidity.       o Market Risk
                                                       o Market Capitalization Risk
The Fund also may enter into repurchase agreements,    o Index Risk
lend portfolio securities and use certain types of     o Derivatives Risk
derivative instruments to help implement its
investment objective.

Principal Risks:
o  Market Risk
o  Market Capitalization Risk
o  Index Risk(33)
o  Derivatives Risk
o  Repurchase Agreements Risk

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Legg Mason Western Asset Variable Money Market         BlackRock Money Market Portfolio - seeks a high level of
Portfolio(15) - seeks to maximize current income       current income consistent with preservation of capital.
consistent with preservation of capital.
                                                      The Portfolio invests in accordance with industry-standard
The Portfolio invests exclusively in high quality     requirements for money market funds for the quality, maturity
U.S. dollar denominated short-term debt securities.   and diversification of investments.
These include commercial paper and asset-backed
securities, corporate and municipal obligations,      The Portfolio may invest in the highest quality, short-term
obligations of U.S. and foreign banks, securities of  money market instruments or in U.S. Government securities.
the U.S. government, its agencies or                  The Portfolio may invest in commercial paper and asset-backed
instrumentalities and related repurchase obligations  securities, including those issued in Rule 144A and other
and obligations issued or guaranteed by the           private placement transactions.
governments of Western Europe, Australia, Japan and
Canada.                                               The Portfolio may also invest in U.S. dollar denominated
                                                      securities issued by foreign companies or banks or their U.S.
The Portfolio may invest more than 25% of its assets  affiliates.
in bank obligations, such as certificates of deposit,
fixed time deposits and bankers' acceptances.
                                                      Principal Risks:
                                                      o  Market Risk
Principal Risks:                                      o  Interest Rate Risk
o  Market Risk                                        o  Credit Risk
o  Interest Rate Risk                                 o  Foreign Investment Risk
o  Credit Risk                                        o  Non-Mortgage Asset-Backed Securities Risk
o  Foreign Investment Risk
o  Banking Industry Risk(34)
o  Non-Mortgage Asset-Backed Securities Risk
o  Mortgage Related Securities Risk(35)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Pioneer High Yield VCT Portfolio(15) - seeks to          BlackRock High Yield Portfolio - seeks to maximize total
maximize total return through a combination of income  return consistent with income generation and prudent
and capital appreciation.                              investment.

Normally, the Portfolio invests at least 80% of its    The Portfolio will invest primarily in non-investment grade
total assets in below investment grade high yield      bonds with maturities of ten years or less. The Portfolio
debt securities (junk bonds) and preferred stocks.     will normally invest at least 80% of its assets in high yield
The Portfolio's investments may have fixed or          ("junk") bonds, including convertible and preferred
variable principal payments and all types of interest  securities. The Portfolio may invest up to 10% of its assets
rate and dividend payment and reset terms, including   in non-dollar denominated bonds of issuers located outside of
fixed rate, adjustable rate, floating rate, zero       the United States. The Portfolio's investment in non-dollar
coupon, contingent, deferred, payment in kind and      denominated bonds may be on a currency hedged or unhedged
auction rate features. The Portfolio invests in        basis.
securities with a broad range of maturities.  The
Portfolio may invest up to 20% of its net assets in   To add additional diversification, the portfolio manager team
inverse floating rate obligations.                    can invest in a wide range of securities, including corporate
                                                      bonds, mezzanine investments, collateralized bond
The Portfolio may invest in investment grade and      obligations, bank loans and mortgage-backed and asset-backed
below investment grade convertible bonds and          securities.
preferred stocks that are convertible into the equity
securities of the issuer.                             The Portfolio can also invest, to the extent consistent with
                                                      its investment goal, in non-U.S. and emerging market
The Portfolio may invest up to 20% of its net assets  securities and currencies. The Portfolio may invest in
in common stocks issued by both U.S. and non-U.S.     securities of any rating, and may invest up to 10% of its
issuers and other equity investments, such as         assets in distressed securities that are in default or the
exchange-traded funds (ETFs) that invest primarily    issuers of which are in bankruptcy.
in equity securities, depositary receipts, warrants,
rights and equity interests in real estate investment The portfolio management team may, when consistent with the
trusts (REITS). The Portfolio invests in equity       Portfolio's investment goal, buy or sell options or futures
securities, which may or may not pay dividends, when  on a security or an index of securities, or enter into credit
the portfolio manager believes they are consistent    default swaps (up to 15% of its assets) and interest rate or
with the Portfolio's investment objective of capital  foreign currency transactions, including swaps (collectively,
appreciation or to diversify the Portfolio.           commonly known as derivatives). The Portfolio typically uses
                                                      derivatives as a substitute for taking a position in the
The Portfolio's portfolio manager uses a value        underlying asset and/or as part of a strategy designed to
approach to select the Portfolio's investments.       reduce exposure to other risks, such as interest rate or
                                                      currency risk.

Principal Risks:
o  Market Risk                                        Principal Risks:
o  Interest Rate Risk                                 o  Market Risk
o  Credit Risk                                        o   Interest Rate Risk
o  High Yield Debt Security Risk(36)                  o  Credit Risk
o  Liquidity Risk                                     o  High Yield Debt Security Risk
o  Investment Style Risk                              o  Foreign Investment Risk
o  Mortgage-Related Securities Risk                   o  Mortgage-Related Securities Risk
o  Non-Mortgage Asset-Backed Security Risk            o  Non-Mortgage Asset-Backed Security Risk
o  Foreign Investment Risk                            o  Derivatives Risk
o  Derivatives Risk                                   o  Credit Default Transactions Risk(38)
o  Inverse Floating Rate Obligations Risk(37)

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------


- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------

Putnam VT Growth and Income Fund(15) - seeks capital  Lord Abbett Growth and Income Fund - seeks long-term growth
growth and current income.                            of capital and income without excessive fluctuation in market
                                                      value.
The Fund invests mainly in common stocks of U.S.
companies, with a focus on value stocks that offer    The Portfolio primarily purchases equity securities of large,
the potential for capital growth, current income, or  seasoned, U.S. and multinational companies that the portfolio
both. Value stocks are those that the portfolio       manager believes are undervalued. Under normal
manager believes are currently undervalued by the     circumstances, the Portfolio will invest at least 80% of its
market. The Fund invests mainly in large companies.   net assets in equity securities of large companies. A large
                                                      company is defined as a company having a market
From time to time, the Fund may invest a significant  capitalization at the time of purchase that falls within the
portion of its assets in companies in one or more     market capitalization range of companies in the Russell 1000
related industries or sectors such as the financial   Index. As of May 31, 2009, the market capitalization range
sector.                                               of the Russell Index 1000 was $829 million to $338 billion.

The Fund may also invest in foreign companies.        Equity securities in which the Portfolio may invest may
                                                      include common stocks, preferred stocks, convertible
The Fund may engage in a variety of transactions      securities, warrants, and similar instruments.
involving derivatives, such as futures, options,
warrants and swap contracts.                          Principal Risks:
                                                      o  Market Risk
Principal Risks:                                      o  Market Capitalization Risk
o  Market Risk                                        o  Investment Style Risk
o  Market Capitalization Risk
o  Investment Style Risk
o  Foreign Investment Risk
o  Sector Risk
o  Derivatives Risk


- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
UIF Small Company Growth Portfolio15 - seeks         Met/AIM Small Cap Growth Portfolio - seeks long-term growth
long-term capital appreciation.                      of capital.

The portfolio manager seeks long-term capital        The Portfolio invests normally at least 80% of its assets in
appreciation by investing at least 80% of the        securities of small-cap companies. In complying with this
Portfolio's assets in growth-oriented equity         80% investment requirement, the Portfolio will invest
securities of small U.S. and foreign companies,      primarily in marketable equity securities, including
including emerging market securities. The portfolio  convertible instruments and synthetic and derivative
manager may invest up to 25% of the Portfolio's net  instruments. Synthetic and derivative instruments include
assets in foreign securities, including emerging     warrants, futures, options, exchange-traded funds and
market securities. The portfolio manager selects     American Depositary Receipts.
issues from a universe comprised of small
cap companies, most with market capitalizations of   The Portfolio considers a company to be a small-cap company
generally less than $4 billion.                      if it has a market capitalization, at the time of purchase,
                                                     no larger than the largest capitalized company included in
The portfolio manager typically favors companies     the Russell 2000 Growth Index during the most recent 11-month
with rising returns on invested capital, above       period (based on month-end data) plus the most recent data
average business visibility, strong free cash flow   during the current month, within the range of market
generation and an attractive risk/reward profile.    capitalizations of companies included in the Russell 2000
                                                     Growth Index.

The portfolio manager may also invest in derivative  The Portfolio may invest up to 20% of its assets in equity
instruments in connection with its policy to invest  securities of issuers that have market capitalizations,
at least 80% of its assets in the equity securities  at the time of purchase, in other market capitalization
of small issuers.                                    ranges.

The Portfolio may invest up to 10% of its net assets The Portfolio may invest in investment-grade non-convertible
in real estate investment trusts ("REITS").          debt securities, U.S. government securities and high-quality
                                                     money market instruments.
Principal Risks:
o Market Risk                                        The Portfolio may also invest up to 25% of its total assets
o Market Capitalization Risk                          in foreign securities.
o Investment Style Risk
o Foreign Investment Risk                             The subadviser utilizes a growth investment strategy.
o Real Estate Securities Risk(39)
o  Derivatives Risk

                                                      Principal Risks:
                                                      o  Market Risk
                                                      o  Market Capitalization Risk
                                                      o  Investment Style Risk
                                                      o  Foreign Securities Risk
                                                      o  Credit Risk
                                                      o  Interest Rate Risk
                                                      o  Derivatives Risk
                                                      o  Convertible Securities Risk(40)



- ------------------------------------------------------------------------------



         MetLife Advisers, LLC is the adviser of each of the Replacement Funds.
A chart comparing the adviser and sub-adviser of each Existing Fund with its
corresponding Replacement Fund is attached as Appendix 1. Each Replacement Fund
currently offers up to four classes of shares, three of which, Class A, Class B
and Class E are involved in the substitutions. No Rule 12b-1 Plan has been
adopted for any Replacement Fund's Class A shares. Each Replacement Fund's Class
B and Class E shares have adopted a Rule 12b-1 distribution plan. Under MIST's
and Met Series Fund's distribution plans, up to 0.50% of a Fund's assets
attributable to its Class B and Class E shares may be used to finance the
distribution of the Fund's shares. Currently, payments under the plan are
limited to 0.25% for Class B shares and 0.15% for Class E shares, respectively.
The Boards of Trustees/Directors of each MIST and Met Series Fund Replacement
Fund may increase payments under its plans to the full amount without
shareholder approval.

         MetLife Advisers, LLC has contractually agreed, for the period ending
April 30, 2011 and any subsequent year in which the agreement is in effect, to
reduce the management fee for the (i) MetLife Stock Index Portfolio to 0.243%
and (ii) BlackRock Money Market Portfolio to 0.345% for the first $500 million
of assets and 0.335% for the next $500 million of assets. In addition, MetLife
Advisers, LLC has contractually agreed to limit, for the period ending April 30,
2011 and any subsequent year in which the agreement is in effect, the total
expenses of the Class B shares of the following Fund as a percent of average
daily net assets: Met/Templeton Growth Portfolio - 1.05%.

     There is no expense  limitation  agreement or contractual  waiver agreement
with respect to MIST's  BlackRock High Yield  Portfolio,  Lord Abbett Growth and
Income Portfolio,  Met/AIM Small Cap Growth Portfolio,  RCM Technology Portfolio
(current expense limitation agreement will expire on April 30, 2010), Met Series
Fund's  Met/Artisan  Mid  Cap  Value  Portfolio  or  Oppenheimer  Global  Equity
Portfolio.


C. Description of the Contracts

         Annuity Contracts


         The annuity contracts are individual and group flexible premium fixed
and variable deferred annuity contracts. The annuity contracts provide for the
accumulation of values on a variable basis, fixed basis, or both, during the
accumulation period, and provide settlement or annuity payment options on a
variable basis, fixed basis, or both. The immediate annuity contracts provide
for a series of payments under various pay-out types on a variable basis, fixed
basis or both. The annuity contracts permit the Insurance Companies to
substitute shares of one fund with shares of another, including a fund of a
different registered investment company. The prospectuses for the Contracts and
the Separate Accounts contain appropriate disclosures of this right.


         Under the annuity contracts, the Contract owners may currently select
among a number of variable account investment options and, under some Contracts,
one fixed account investment option. Many of the Contracts provide that a
maximum of 12 transfers can be made every year without charge or that a $10
contractual limit charge will apply or that no transfer charge will apply.
Currently, during the accumulation period, Contract owners may transfer between
the variable account options or from variable account options to fixed account
options without limitation. Some of the Contracts have no contractual limit on
transfers during the accumulation period. Some Contract owners may make
transfers from the fixed account option subject to certain minimum transfer
amounts ($500 or the total interest in the account) and maximum limitations.
Some of the Contracts have additional restrictions on transfers from the fixed
account to the variable account. During the income period or under the immediate
annuity, Contract owners may currently make unlimited transfers among investment
options and from investment portfolios to the fixed account option. Generally,
transfers to/from the fixed account option are not permitted during the payout
period. No fees or other charges are currently imposed on transfers for most of
the Contracts. Under certain annuity contracts, the Insurance Companies reserve
the right to impose additional restrictions on transfers. Any transfer limits
will be suspended in connection with the substitutions as described in more
detail below.

         Life Policies

         The Insurance Companies issue a flexible premium single-life variable
life insurance policy that is involved in this application. Policy owners may
allocate account value among the General Account and the available investment
portfolios. The minimum face amount of the insurance ranges from $50,000 to
$100,000 (except that Contracts that are exempt from registration have a minimum
face amount of $1,000,000). The policies permit the Insurance Companies to
substitute shares of one fund with shares of another, including a fund of a
different investment company.

         All or part of the account value may be transferred from any investment
portfolio to another investment portfolio, or to the fixed account. The minimum
amount that can be transferred is the lesser of the minimum transfer amount
(which ranges from $1 to $500), or the total value in an investment portfolio or
the fixed account. Certain policies provide that six transfers in a policy year
can be made without charge. A transfer fee of $10 is payable for additional
transfers in a policy year, but these fees are not currently charged. Other
policies do not currently limit the number of transfers.

         Certain policies provide that the maximum amount that can be
transferred from the fixed account in any policy year is the greater of $500 or
12.5% of the policy's cash surrender value in the Fixed Account as of the date
of the transfer request. Transfers from the fixed account of other policies are
subject to similar limitations.

         Transfers resulting from policy loans are not counted for purposes of
the limitations on the amount or frequency of transfers allowed in each policy
year.

         Under the policies, the Insurance Companies reserve the right to impose
additional restrictions on transfers. All transfer limits will be suspended in
connection with the substitutions as described in more detail below.

D. Reasons for the Substitutions


     The substitutions are expected to provide significant  benefits to Contract
owners,  including improved selection of sub-advisers and simplification of fund
offerings through the elimination of overlapping  offerings.  Based on generally
better  performance  records and lower total expenses of the Replacement  Funds,
the  Substitution  Applicants  believe that the  sub-advisers to the Replacement
Funds overall will provide consistent above-average  performance for their Funds
thanIn addition, Contract owners with sub-account balances invested (through the
separate account) in shares of the Replacement Funds,  except for the Legg Mason
Batterymarch  Variable Global Equity  Portfolio/Met  Templeton Growth Portfolio,
will  have  lower  total  expense  ratios  taking  into  account  fund  expenses
(including  Rule 12b-1 fees,  if any) and current fee  waivers.  the advisers or
sub-advisers  of the  Existing  Funds.  At the same time,  Contract  owners will
continue to be able to select among a large number of investment options, with a
full range of investment objectives,  investment  strategies,  and managers. See
Section I B of this Application,  which describes by separate account the number
of  investment  options.  As a  result  of  the  substitutions,  the  number  of
investment  options  offered under  substantially  all of the Contracts will not
change  (currently  ranges in  number  from 3 to 122).  For a limited  number of
Contracts which currently have at least 21 investment options  available,  after
the substitutions, there will be available at least 20 investment options.

         Those substitutions which replace investment options advised by
investment advisers that are not affiliated with the Substitution Applicants
with funds for which MetLife Advisers, LLC acts as investment adviser will
permit each adviser, under the Multi-Manager Order,(41) to hire, monitor and
replace sub-advisers as necessary to achieve optimal performance. Met Series
Fund and MIST have been subject to the Multi-Manager Order since 1999 and 2000,
respectively.

     In addition,  Contract owners with sub-account  balances  invested (through
the separate  account) in shares of the Replacement  Funds,  except for the Legg
Mason  Batterymarch  Variable  Global  Equity  Portfolio/Met   Templeton  Growth
Portfolio,  will have lower  total  expense  ratios  taking  into  account  fund
expenses (including Rule 12b-1 fees, if any) and current fee waivers.


         In the following substitutions, the management fee and/or applicable
Rule 12b-1 fee of the Replacement Fund are either currently higher, or, at
certain management fee breakpoints, may be higher than those of the respective
Existing Fund:


          o    Legg    Mason    Western    Asset     Variable    Money    Market
               Portfolio/BlackRock  Money Market  Portfolio - management fee and
               Rule  12b-1  fee for  Class E shares of  BlackRock  Money  Market
               Portfolio are currently 0.02% higher



          o    AIM V. I. Technology Fund/RCM  Technology  Portfolio - management
               fee for Class A shares of RCM  Technology  Portfolio is currently
               0.13% higher


          o    DWS Technology VIP/RCM Technology  Portfolio - management fee and
               Rule 12b-1 fee for Class E shares of RCM Technology Portfolio are
               currently 0.11% higher



          o    DWS Global Opportunities  VIP/Oppenheimer Global Equity Portfolio
               -  management  fee and  Rule  12b-1  fee for  Class B  shares  of
               Oppenheimer  Global  Equity  Portfolio  may be higher at  certain
               management fee breakpoints


          o    Putnam VT Growth  and  Income  Portfolio/Lord  Abbett  Growth and
               Income  Portfolio - management fee for Class A and Class B shares
               of Lord Abbett  Growth and Income  Portfolio is  currently  0.05%
               higher



          o    UIF Small  Company  Growth  Portfolio/Met/AIM  Small  Cap  Growth
               Portfolio - management  fee and Rule 12b-1 fee for Class B shares
               of Met/AIM  Small Cap Growth  Portfolio  may be higher at certain
               management fee breakpoints


          o    Janus Aspen Perkins Mid Cap Value  Portfolio/Met/Artisan  Mid Cap
               Value  Portfolio - management  fee and Rule 12b-1 fee for Class B
               shares of Met/Artisan Mid Cap Value Portfolio are currently 0.05%
               higher




         A description of the comparative management fees of the Replacement and
Existing Funds, at all breakpoint levels, is set forth in Appendix II.

         As described in Section III, the Substitution Applicants propose to
limit Contract charges attributable to Contract value invested in the
Replacement Funds following the proposed substitutions to a rate that would
offset the difference in the expense ratio between each Existing Fund's net
expense ratio and the net expense ratio for the respective Replacement Fund.


         Except for the Legg Mason Batterymarch Variable Global Equity
Portfolio/Met/ Templeton Growth Portfolio substitution where there is an
increase in net expenses after waivers of 0.05%, the substitutions will result
in decreased net expense ratios, after waivers, ranging from 2 basis points to
57 basis points. Moreover, there will be no increase in Contract fees and
expenses, including mortality and expense risk fees and administration and
distribution fees charged to the Separate Accounts as a result of the
substitutions. The Substitution Applicants believe that the Replacement Funds
have investment objectives, policies and risk profiles, as described in Section
II. A, that are substantially the same as, or sufficiently similar to, the
corresponding Existing Funds to make those Replacement Funds appropriate
candidates as substitutes. The Insurance Companies considered the performance
history of the Existing Funds and the Replacement Funds and determined that no
Contract owners would be materially adversely affected as a result of the
substitutions.


         In addition, after the substitutions, neither MetLife Advisers, LLC nor
any of its affiliates will receive compensation from the charges to the Separate
Accounts related to the Contracts or from Rule 12b-1 fees or revenue sharing
from the Replacement Funds in excess of the compensation currently received from
the investment advisers or distributors of the Existing Funds.


         The share classes of the Replacement Funds are either identical to or
less than the share classes of the Existing Funds with respect to the imposition
of Rule 12b-1 fees currently imposed, except with respect to the substitution of
BlackRock Money Market Portfolio (Class E shares - 0.15%) for Legg Mason Western
Asset Variable Money Market Portfolio (single share class - 0%). As set forth in
Section I.D., total expenses for BlackRock Money Market Portfolio will be 1
basis point less (2 with waiver) than the total expenses of the applicable
Existing Fund after the substitution.

         Each MIST and Met Series Fund Replacement Fund's Class B and Class E
Rule 12b-1 fees can be raised to 0.50% of net assets by the Replacement Fund's
Board of Directors/Trustees without shareholder approval. However, Met Series
Fund and MIST represent that Rule 12b-1 fees of the Class B and Class E shares
of the Replacement Funds issued in connection with the proposed substitutions
will not be raised above the current rate without approval of a majority in
interest of the respective Replacement Funds' shareholders after the
substitutions.


         The distributors of the Existing Funds pay to the Insurance Companies,
or their affiliates, any Rule 12b-1 fees associated with the class of shares
sold to the Separate Accounts. Similarly, the distributors for MIST and Met
Series Fund will receive from the applicable class of shares held by the
Separate Accounts Rule 12b-1 fees in the same amount or a lesser amount than the
amount paid by the Existing Funds, except as described above.


         Further, in addition to any Rule 12b-1 fees, the investment advisers or
distributors of the Existing Funds pay the Insurance Companies or one of their
affiliates from 0 to 43 basis points for the Existing Funds' classes of shares
involved in the substitutions. Following the substitutions, these payments will
not be made on behalf of the Replacement Funds. Rather, the Insurance Companies
or their affiliates will have available both the 25 and 15 basis points in Rule
12b-1 fees from the Replacement Funds (with respect to Class B and Class E
shares, respectively) and, as owners of the Replacement Funds' adviser, profit
distributions from the adviser. These profits from investment advisory fees may
be more or less than the fees being paid by the Existing Funds.

         The following describes each proposed substitution with respect to the
amount of each Fund's assets, comparative performance history and comparative
fund expenses. Performance history generally takes into account the one-,
three-, five- and ten-year periods ended December 31, 2009. If the Replacement
Fund has not been in existence for a significant period of time, the performance
of a comparable fund managed by the same sub-adviser with substantially similar
investment objectives and policies as the Replacement Fund may be used. The
Substitution Applicants represent that this use of comparable fund performance
rather than a sub-adviser's applicable composite performance is not materially
misleading. Comparative fund expenses are based on actual expenses including
waivers for the year ended December 31, 2009.

         Expenses for 2009 have been adjusted, as necessary, to reflect current
expense arrangements. Where a Fund has multiple classes of shares involved in
the proposed substitution, the expenses of each class are presented. Current
Rule 12b-1 fees are also the maximum 12b-1 fees unless otherwise noted in the
fee tables.


1.       AIM V.I. Money Market Fund - BlackRock Money Market Portfolio


         The aggregate amount of assets in the AIM V.I. Money Market Fund as of
December 31, 2009 was approximately $35.2 million, of which approximately 3.88%
will be transferred to BlackRock Money Market Portfolio. As of December 31,
2009, BlackRock Money Market Portfolio's assets were approximately $2.027
billion. As set forth below, the historical performance of BlackRock Money
Market Portfolio for the one-, three-, five- and ten-year periods ended December
31, 2009 exceeds that of AIM V.I. Money Market Fund.






   ------------------- --------------------------- -----------------------------------
                                  AIM V.I. Money Market Fund    BlackRock Money Market
                                          (Series I)                  Portfolio
                                                                      (Class A)
  ------------------- --------------------------- -------------------------------------
  ------------------- --------------------------- -------------------------------------
                                                                  
 One Year                                 0.11%                        0.40%

- -----------------------------------------------------------------------------------------
Three Years                                2.21%                       2.76%
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Five Years                                 2.68%                       3.19%
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Ten Years                                  2.52%                       2.92%
- -----------------------------------------------------------------------------------------



         In addition, as set forth below, the management fee and total operating
expenses of BlackRock Money Market Portfolio, with and without waivers, are
lower than those of AIM V.I. Money Market Fund.


- ------------------------------------------------- ----------------------------
                     AIM V.I. Money Market Fund     BlackRock Money Market
                            (Series I )                    Portfolio
                                                           (Class A)
- ------------------------------------------------- ----------------------------
- ------------------------------------------------- ----------------------------
Management Fee               0.40%                         0.32%
- ------------------------------------------------- ----------------------------
- -----------------------------------------------------------------------------
12b-1 Fee                     ---                          ---
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Other Expenses               0.50%                        0.02%
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Total Expenses               0.90%                        0.34%
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Waivers*                      ---                         0.01%
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Net Expenses                 0.90%                        0.33%
- -----------------------------------------------------------------------------
  * Contractual fee waiver expiring on April 30, 2011, unless extended.


2.       AIM V.I. Technology Fund - RCM Technology Portfolio

         The aggregate amount of assets in the AIM V.I. Technology Fund as of
December 31, 2009 was approximately $119.7 million, of which approximately 2.54%
will be transferred to RCM Technology Portfolio. As of December 31, 2009, RCM
Technology Portfolio's assets were approximately $251.3 million. As set forth
below, the historical performance of RCM Technology Portfolio for the one-,
three- and five-year periods ended December 31, 2009 exceeds that of AIM V.I.
Technology Fund.



              ----------------- ------------------------ ----------------------
                                  AIM V.I. Technology        RCM Technology
                                        Fund                    Portfolio
                                     (Class 1)                (Class A)
              ----------------- ------------------------ ----------------------
              ----------------- ------------------------ ----------------------
One Year                                57.40%                   59.17%

- -------------------------------------------------------------------------------
Three Years                            -2.01%                    5.32%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Five Years                              1.21%                    6.53%
- -------------------------------------------------------------------------------


         In addition, as set forth below, the management fee of RCM Technology
Portfolio is higher and total operating expenses of RCM Technology Portfolio are
lower than those of AIM V.I. Technology Fund.


- ------------------- ------------------------------- -------------------------
                       AIM V.I. Technology Fund     RCM Technology Portfolio
                              (Class 1)                    (Class A)
- ------------------- ------------------------------- -------------------------
- ------------------- ------------------------------- -------------------------
Management Fee                  0.75%                        0.88%

12b-1 Fee                       ---                           ---

Other Expenses                  0.4%                         0.08%

Waivers                         ---                           ---

Total Expenses                 1.20%                         0.96%
- -


3.       DWS Technology VIP - RCM Technology Portfolio


         The aggregate amount of assets in the DWS Technology VIP as of December
31, 2009 was approximately $80.8 million, of which approximately 3.20% will be
transferred to RCM Technology Portfolio. As of December 31, 2009, RCM Technology
Portfolio's total assets were approximately $251.3 million. The historical
performance of RCM Technology Portfolio for the three- and five-year periods
ended December 31, 2009 exceeds that of DWS Technology VIP and, for the one year
ended December 31, 2009, is less than that of DWS Technology VIP.


      --------------------------------------------- ---------------------------
                                                     RCM Technology Portfolio
                          DWS Technology VIP                (Class E)
                               (Class B)
      --------------------------------------------- ---------------------------
- -------------------------------------------------------------------------------
One Year                       59.93%                        58.97%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Three Years                    -0.84%                        5.12%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Five Years                      0.23%                        6.32%
- -------------------------------------------------------------------------------


         In addition, as set forth below, the aggregate of the management fee
and Rule 12b-1 fee of RCM Technology Portfolio is higher and total operating
expenses of RCM Technology Portfolio are lower than those of DWS Technology VIP.



- ----------------------------------------------------------------------
                                                RCM Technology
                       DWS Technology VIP         Portfolio
                                   (Class B)      (Class E)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Management Fee                       0.67%          0.88%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12b-1 Fee                            0.25%       0.15%(25%)*
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Other Expenses                       0.26%          0.08%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Total Expenses                       1.18%          1.11%
- ----------------------------------------------------------------------
  *   Trustees can increase the 12b-1 fee to this amount without
      shareholder approval.


4.       DWS Global Opportunities VIP - Oppenheimer Global Equity Portfolio


         The aggregate amount of assets in the DWS Global Opportunities VIP as
of December 31, 2009 was approximately $145.7 million, of which approximately
2.85% will be transferred to Oppenheimer Global Equity Portfolio. As of December
31, 2009, Oppenheimer Global Equity Portfolio's assets were approximately $692
million. For the three- and five-year periods ended December 31, 2009, the
performance of Oppenheimer Global Equity Portfolio exceeds that of DWS Global
Opportunities VIP and, for the one year period ended December 31, 2009, is less
than that of DWS Global Opportunities VIP.





                  DWS Global Opportunities  Oppenheimer Global Equity
                           VIP                   Portfolio
                        (Class B)               (Class B)
           ----- --------------------------------------------------
- -------------------------------------------------------------------
One Year                  47.66%                39.80%
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Three Years               -7.11%                -4.06%
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Five Years                2.89%                  3.57%
- -------------------------------------------------------------------


     In addition,  as set forth below,  the management  fee and total  operating
expenses of  Oppenheimer  Global  Equity  Portfolio  are lower than those of DWS
Global Opportunities VIP.






- --------------------------- ----------------------------------------------------------------
                             DWS Global Opportunities   Oppenheimer Global Equity Portfolio
                                       VIP                           (Class B)
                                    (Class B)
- --------------------------- ----------------------------------------------------------------
- --------------------------- -------------------------------------------------
                                                               
Management Fee                        0.89%                           0.53%

12b-1 Fee                             0.25%                           0.25%(0.50%)*

Other Expenses                        0.28%                           0.11%

Total Expenses                        1.42%                           0.89%
 ------------------------------------------------------------------------------------------
 *  Trustees can increase the 12b-1 fee to this amount without
    shareholder approval.




5.       Janus Aspen Perkins Mid Cap Value Portfolio-
              Met/Artisan Mid Cap Value Portfolio


         The aggregate amount of assets in the Janus Aspen Perkins Mid Cap Value
Portfolio as of December 31, 2009 was approximately $109.2 million, of which
approximately 3.53% will be transferred to Met/Artisan Mid Cap Value Portfolio.
As of December 31, 2009, Met/Artisan Mid Cap Value Portfolio's assets were
approximately $1.332 billion. As set forth below, the historical performance of
Janus Aspen Perkins Mid Cap Value Portfolio for the three- and five-year periods
ended December 31, 2009, exceeds that of Met/Artisan Mid Cap Value Portfolio.
For the one year period ended December 31, 2009, the performance of Met/Artisan
Mid Cap Value Portfolio exceeds that of Janus Aspen Perkins Mid Cap Value
Portfolio. However, the current subadviser of the Met/Artisan Mid Cap Value
Portfolio took over from the previous subadviser on May 1, 2009. Therefore, the
historical performance of the Met/Artisan Mid Cap Value Portfolio is not the
performance of the current subadviser except for the period May 1, 2009 to
December 31, 2009. The Substitution Applicants believe, as set forth below,
based on the performance history of Met/Artisan Mid Cap Value Portfolio for the
one-year period ended December 31, 2009 and the performance history of the new
subadviser's comparable retail fund for the one-, three- and five-year periods
ended December 31, 2009 (whose expenses are higher than those of the Replacement
Fund), that Met/Artisan Mid Cap Value Portfolio will have, for the long-term,
good performance.







       --------------------- ----------------------- ---------------------- ----------------------
                              Janus Aspen Perkins
                                 Mid Cap Value        Met/Artisan Mid Cap      Artisan Mid Cap
                                   Portfolio            Value Portfolio          Value Fund
                                (Service Class)            (Class B)              (Retail)

- --------------------- ----------------------- ---------------------- ----------------------------
- --------------------------------------------------------------------------------------------------
                                                                         
One Year                            32.92%                 41.20%                 39.25%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Three Years                         0.90%                  -10.92%                -0.84%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Five Years                          5.39%                  -2.75%                  6.22%
- --------------------------------------------------------------------------------------------------
- -------------------- ------------------------------------- ---------------------------------------




     In addition,  as set forth below,  the aggregate of the  management fee and
Rule 12b-1 fee of Janus Aspen Perkins Mid Cap Value  Portfolio is less than that
of  Met/Artisan  Mid Cap Value  Portfolio  and the total  operating  expenses of
Met/Artisan Mid Cap Value Portfolio,  with and without  waivers,  are lower than
those of Janus Aspen Perkins Mid Cap Value Portfolio.


                        Janus Aspen Perkins               Met/Artisan Mid Cap
                       Mis Cap Value Portfolio             Value Portfolio
                          (Service Class)                     (Class B)
- ----------------------------- -------------------------------------------------
- --------------------------------------------------------------------------------

Management                     0.77%*                          0.82%
Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
12b-1                          0.25%                           0.25% (0.50%)**
Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Other                          0.36%                           0.05%
Expenses
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total                          1.38%                           1.12%
Expenses
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Waivers***                     0.04%                           ---
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net                            1.34%                           1.12%
Expenses

- --------------------------------------------------------------------------------

     * Janus Aspen Perkins Mid Cap Value  Portfolio pays an investment  advisory
     fee rate that may be adjusted  up or down  depending  upon the  Portfolio's
     performance  relative to its  benchmark  index during the relevant 36 month
     measurement  period.  The base advisory fee rate,  prior to any performance
     adjustment,  is  0.64% of the  Portfolio's  average  daily  net  assets.  A
     performance  fee  adjustment  of 0.15%,  which  may go up or down,  is then
     applied to the Portfolio's average daily net assets on a monthly basis. The
     base fee and  performance  adjustment  are calculated  using  different net
     assets.  The base fee is  calculated  using  current net assets,  while the
     performance  adjustment  is  calculated  using  average net assets over the
     relevant 36 month  period.  When  current net assets vary from  average net
     assets over the period, the performance  adjustment can vary significantly,
     including  at a rate more or less than  0.15%,  depending  on  whether  net
     assets had been  increasing or decreasing and the amount of the increase or
     decrease.  The  performance  fee  adjustment  depends  on  the  Portfolio's
     performance  relative to its  benchmark  index,  the Russell  Midcap  Value
     Index,  over a rolling 36 month  period.  For the year ended  December  31,
     2009, the  Portfolio's  advisory fee,  including the  performance  fee, was
     0.77%.


        ** Trustees can increase the 12b-1 fee to this amount without
           shareholder approval.
       *** Contractual fee waiver expiring May 1, 2010 unless extended.


     6.   Legg  Mason   Batterymarch   Variable   Global   Equity   Portfolio  -
          Met/Templeton Growth Portfolio

         The aggregate amount of assets in the Legg Mason Batterymarch Variable
Global Equity Portfolio as of December 31, 2009 was approximately $44 million,
all of which will be transferred to Met/Templeton Growth Portfolio. As of
December 31, 2009, Met/Templeton Growth Portfolio's assets were approximately
$245.1 million. The Met/Templeton Growth Portfolio commenced operations on April
28, 2008. Consequently, it does not have a significant operating history. The
Substitution Applicants believe, as set forth below, based on the performance
history of the Met/Templeton Growth Portfolio for the one-year ended December
31, 2009 and the performance history of the subadviser's comparable retail
mutual fund for the one-, three-, and five-year periods ended December 31, 2009
(whose expenses are lower than those of the Replacement Fund), that
Met/Templeton Growth Portfolio will have, for the long-term, good performance.







    --------------------- --------------------------- --------------------- ---------------------
                           Legg Mason Batterymarch
                            Variable Global Equity       Met/Templeton        Templeton Growth
                                  Portfolio             Growth Portfolio            Fund
                             (Single Share Class)          (Class B)              (Retail)
    --------------------- --------------------------- --------------------- ---------------------
- -------------------------------------------------------------------------------------------------


                                                                        

One Year                           20.85%                   32.62%                31.01%
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Three Years                        -9.39%                    N/A                  -6.91%
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Five Years                         -1.80%                    N/A                  1.10%
- -------------------------------------------------------------------------------------------------




         In addition, as set forth below, the management fee for Met/Templeton
Growth Portfolio is less than that for Legg Mason Batterymarch Variable Global
Equity Portfolio and the total operating expenses of Met/Templeton Growth
Portfolio, with waivers, are greater than those for Legg Mason Batterymarch
Variable Global Equity Portfolio.



- -------------------------------- -------------------------- --------------------
                                  Legg Mason Batterymarch
                                  Variable Global Equity
                                         Portfolio          Met/Templeton Growth
                                   (Single Share Class)           Portfolio
                                                                  (Class B)
- -------------------------------- ----------------------- ----------------------
 Management Fee                          0.75%                 0.69%

 12b-1 Fee                               0.25%                 0.25%(0.50%)*


 Other Expenses                          0.39%                  0.18%

 Total Expenses                          1.39%                  1.12%

 Waivers                                 0.39%                  0.07%**

 Net Expenses                            1.00%***                1.05%
- ------------------------------------------------------------------------------
*    Trustees  can  increase  the 12b-1 fee to this amount  without  shareholder
     approval.
**   Contractual fee waiver expiring April 30, 2011 unless extended.
***  The adviser has agreed to forgo fees and/or  reimburse  operating  expenses
     (other than interest,  brokerage, taxes and extraordinary expenses) so that
     total annual  operating  expenses are not  expected to exceed  1.00%.  This
     arrangement  cannot be  terminated  prior to December  31, 2011 without the
     Board of Trustees' consent.



7.   Legg Mason Western Asset Variable Money Market  Portfolio - BlackRock Money
     Market Portfolio

         The aggregate amount of assets in the Legg Mason Western Asset Variable
Money Market Portfolio as of December 31, 2009 was approximately $536.9 million,
of which approximately 97.48% will be transferred to BlackRock Money Market
Portfolio. As of December 31, 2009, BlackRock Money Market Portfolio's assets
were approximately $2.027 billion. As set forth below, the historical
performance of the BlackRock Money Market Portfolio for the one-, three- and
five-year periods ended December 31, 2009 exceeds that of Legg Mason Western
Asset Variable Money Market Portfolio.




 ---------------------------------------- --------------------------
                         Legg Mason Western Asset     BlackRock Money Market
                          Variable Money Market            Portfolio
                                 Portfolio                 (Class E)
                            (Single Share Class)

One Year                          0.23%                        0.31%
- ---------------------------------------- --------------------------------------
- ------------------------------------------------------------------------------
Three Years                       2.56%                        2.62%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Five Years                        3.02%                        3.05%
- ------------------------------------------------------------------------------



         As set forth below, the aggregate of the management fee and Rule 12b-1
fee of BlackRock Money Market Portfolio exceeds that of Legg Mason Western Asset
Variable Money Market Portfolio and the total operating expenses of BlackRock
Money Market Portfolio, with and without waivers, are less than those of Legg
Mason Western Asset Variable Money Market Portfolio.



           ---------------------------------- ------------------------
                       Legg Mason Western
                      Asset Variable Money    BlackRock Money Market
                        Market Portfolio            Portfolio
                     (Single Share Class)           (Class E)
           ---------------------------------- ------------------------
           ---------------------------------- ------------------------
Management Fee              0.45%              0.32%

- ----------------------------------------------------------------------
12b-1 Fee                     --               0.15% (0.25%)**
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Other Expenses              0.05%              0.02%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Total Expenses              0.50%              0.49%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Waivers*                      --               0.01%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Net Expenses                0.50%              0.48%
- ----------------------------------------------------------------------

*    Contractual fee waiver expiring April 30, 2011 unless extended.

**   Trustees  can  increase  the 12b-1 fee to this amount  without  shareholder
     approval.



8.   Legg Mason  Batterymarch  S&P 500 Index  Portfolio  - MetLife  Stock  Index
     Portfolio

         The aggregate amount of assets in the Legg Mason Batterymarch S&P 500
Index Portfolio as of December 31, 2009 was approximately $107.5 million, of
which approximately 22.75% will be transferred to MetLife Stock Index Portfolio.
As of December 31, 2009, MetLife Stock Index Portfolio's assets were
approximately $4.736 billion. As set forth below, the historical performance of
MetLife Stock Index Portfolio for the one-, three-, five- and ten-year periods
ended December 31, 2009 exceeds that of Legg Mason Batterymarch S&P 500 Index
Portfolio.

    ---------------------- --------------------------- ------------------------



                      Legg Mason Batterymarch
                           S&P 500 Index             MetLife Stock Index
                            Portfolio                    Portfolio
                          (Class A)                     (Class A)
- -------------------------------------------------------------------------
One Year                      26.06%                    26.24%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Three Years                   -6.10%                    -5.81%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Five Years                    -0.13%                     0.19%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Ten Years                     -1.47%                    -1.21%
- -------------------------------------------------------------------------



         In addition, as set forth below, the aggregate of the management fee
and Rule 12b-1 fee and total operating expenses of MetLife Stock Index
Portfolio, with and without waivers, are less than those of Legg Mason
Batterymarch S&P 500 Index Portfolio.



- -------------------------------- ---------------------- ----------------------
                                      Legg Mason
                                 Batterymarch S&P 500
                                    Index Portfolio      MetLife Stock Index
                                       (Class A)              Portfolio
                                                              (Class A)
- -------------------------------- ---------------------- ----------------------

 Management Fee                          0.25%                0.25%

 12b-1 Fee                               0.20%                 ---

 Other Expenses                          0.16%                0.03%

 Total Expenses                          0.60%                0.28%

 Waivers                                 0.02%*               0.01%**

 Net Expenses                            0.59%                0.27%
- -----------------------------------------------------------------------------

*    The adviser has agreed to forgo fees and/or  reimburse  operating  expenses
     (other than interest,  brokerage, taxes and extraordinary expenses) so that
     total annual operating  expenses are not expected to exceed 0.59% for Class
     A shares.  This arrangement cannot be terminated prior to December 31, 2011
     without the Board of Trustees' consent.

**   Contractual fee waiver expiring April 30, 2011 unless extended.




9.       Pioneer High Yield VCT Portfolio - BlackRock High Yield Portfolio


         The aggregate amount of assets in the Pioneer High Yield VCT Portfolio
as of December 31, 2009 was approximately $139.1 million, of which approximately
33.33% will be transferred to BlackRock High Yield Portfolio. As of December 31,
2009, BlackRock High Yield Portfolio's assets were approximately $672.5 million.
As set forth below, the historical performance of BlackRock High Yield Portfolio
for the three- and five-year periods ended December 31, 2009 exceeds that of
Pioneer High Yield VCT Portfolio and for the one-year period ended December 31,
2009 is less than that of Pioneer High Yield VCT Portfolio.




                 Pioneer High Yield VCT         BlackRock High Yield
                        Portfolio                    Portfolio
                       (Class II)                    (Class B)*
               ---------------------------- -----------------------------
- -------------------------------------------------------------------------
One Year                60.03%                        46.95%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Three Years              2.83%                        4.39%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Five Years               3.66%                        4.98%
- -------------------------------------------------------------------------

*    Performance for the Portfolio's  Class B shares is based on the performance
     of the Portfolio's Class A shares adjusted to reflect expenses of the Class
     B shares.


         In addition, as set forth below, the management fee and total operating
expenses of BlackRock High Yield Portfolio are lower than those of Pioneer VCT
Portfolio.


- -------------------------- --------------------- ------------------------------
                               Pioneer High Yield         BlackRock High Yield
                                    Portfolio                  Portfolio
                                   (Class II)                 (Class B)
- -------------------------- ----------------------------------------------------
- -------------------------- ----------------------------------------------------
Management Fee                        0.65%                  0.60%

12b-1 Fee                             0.25%                  0.25%(0.50)*

Other Expenses                        0.15%                  0.07%

Total Expenses                        1.05%                  0.92%
- ------------------------------------------------------------------------------

*Trustees  can  increase  the  12b-1  fee to  this  amount  without  shareholder
     approval.






10.      Putnam VT Growth and Income Fund - Lord Abbett Growth and
         Income Portfolio

         The aggregate amount of assets in the Putnam VT Growth and Income Fund
as of December 31, 2009 was approximately $1.48 billion, of which approximately
0.70% will be transferred to Lord Abbett Growth and Income Portfolio. The
aggregate amount of assets in the Lord Abbett Growth and Income Portfolio as of
December 31, 2009 was approximately $2.081 billion. As set forth below, the
historical performance of Lord Abbett Growth and Income Portfolio exceeds that
of Putnam VT Growth and Income Fund for the three-, five- and ten-year periods
ended December 31, 2009 and for the one-year period ended December 31, 2009 is
less than that of Putnam VT Growth and Income Fund. Class IA shares and Class IB
shares of Putnam VT Growth and Income Fund will be substituted by Class A shares
and Class B shares, respectively, of Lord Abbett Growth and Income Portfolio.






       ------------------ -------------------- ------------------- -------------------- ----------------------
                                                                   Lord Abbett Growth
                           Putnam VT Growth     Putnam VT Growth       and Income        Lord Abbett Growth
                            and Income Fund     and Income Fund         Portfolio       and Income Portfolio
                              (Class IA)           (Class IB)           (Class A)             (Class B)
       ------------------ -------------------- ------------------- -------------------- ----------------------
- --------------------------------------------------------------------------------------------------------------
                                                                                  
One Year                       30.16%               29.81%              18.67%                18.39%
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Three Years                    -9.01%               -9.24%              -7.65%                -7.87%
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Five Years                     -1.58%               -1.82%              -0.73%                -0.98%
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Ten Years                       0.79%               0.55%                2.38%                 2.13%
- --------------------------------------------------------------------------------------------------------------


         In addition, as set forth below, the management fee of Lord Abbett
Growth and Income Portfolio is higher than that of Putnam VT Growth and Income
Fund and the total operating expenses of Lord Abbett Growth and Income Portfolio
are lower than those of Putnam VT Growth and Income Fund.





- -------------------------- -------------------- -------------------- ------------------ ----------------------
                                                                        Lord Abbett
                            Putnam VT Growth     Putnam VT Growth       Growth and       Lord Abbett Growth
                             and Income Fund      and Income Fund    Income Portfolio   and Income Portfolio
                               (Class IA)           (Class IB)           (Class A)            (Class B)
- -------------------------- -------------------- -------------------- ------------------ ----------------------
- -------------------------- -------------------- -------------------- ------------------ ----------------------
                                                                                    


Management Fee                    0.48%                0.48%               0.53%                0.53%
- -------------------------- -------------------- -------------------- ------------------ ----------------------
12b-1 Fee                          ---                 0.25%                ---              0.25%(0.50%)*

- -------------------------- -------------------- -------------------- ------------------ ----------------------
Other Expenses                    0.10%                0.10%               0.03%                0.03%
- -------------------------- -------------------- -------------------- ------------------ ----------------------
Total Expenses                     0.58%               0.83%               0.56%                 0.81%
- --------------------------------------------------------------------------------------------------------------
* Trustees can increase the 12b-1 fee to this amount without shareholder
approval.





11.    UIF Small Company Growth Portfolio - Met/AIM Small Cap Growth Portfolio

     The aggregate amount of assets in the UIF Small Company Growth Portfolio as
of December 31, 2009 was  approximately  $33.5 million,  of which  approximately
15.52%  will be  transferred  to the  Met/AIM  Small Cap Growth  Portfolio.  The
aggregate  amount of assets in the  Met/AIM  Small Cap  Growth  Portfolio  as of
December 31, 2009 was  approximately  $952.2  million.  As set forth below,  the
historical  performance of Met/AIM Small Cap Growth Portfolio for the three-year
period ended  December 31, 2009 has been greater than that of UIF Small  Company
Growth Portfolio and for the one- and five-year  periods ended December 31, 2009
has been less than or comparable to that of UIF Small Company Growth Portfolio.



       ------------------------------------------------------------------
             UIF Small Company Growth  Met/AIM Small Cap Growth Portfolio
                    Portfolio                    (Class B)
                    (Class II)
       ------------------------------------------------------------------
- -------------------------------------------------------------------------
One Year             46.64%                      33.82%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Three Years          -3.47%                      -3.07%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Five Years           2.57%                        2.40%
- -------------------------------------------------------------------------



         In addition, as set forth below, the aggregate of the management fee
and Rule 12b-1 fee of Met/AIM Small Cap Growth Portfolio is less than that of
UIF Small Company Growth Portfolio and the total operating expenses of Met/AIM
Small Cap Growth Portfolio are lower than those of UIF Small Company Growth
Portfolio.





- ------------------------------- ----------------------------- -------------------------
                                  UIF Small Company Growth       Met/AIM Small Cap
                                         Portfolio                Growth Portfolio
                                         (Class II)                  (Class B)
- ------------------------------- ----------------------------- -------------------------

- ------------------------------- ----------------------------- -------------------------
                                                                 
Management Fee                             0.92%                   0.86%
- ------------------------------- ----------------------------- -------------------------
12b-1 Fee                                  0.35%                   0.25%(0.50%)*
- ------------------------------- ----------------------------- -------------------------
Other Expenses                             0.44%                   0.04%
- ------------------------------- ----------------------------- -------------------------
Total Expenses                             1.71%**                 1.15%
- ---------------------------------------------------------------------------------------


*    Trustees  can  increase  12b-1  fee  to  this  amount  without  shareholder
     approval.

**   The  adviser  has  voluntarily  agreed to reduce  its  advisory  fee and/or
     reimburse the Portfolio so that total annual operating expenses will not
     exceed 1.26% of its average daily net assets.




III.     ADDITIONAL REPRESENTATIONS


         By a supplement to the prospectuses for the Contracts and the Separate
Accounts (substantially in the form attached as Exhibit B), each Insurance
Company has notified all owners of the Contracts affected by the substitutions
of its intention to take the necessary actions, including seeking the order
requested by this Application, to substitute shares of the funds as described
herein. The supplement has advised Contract owners that from the date of the
supplement until the date of the proposed substitution, owners are permitted to
make one transfer of Contract value (or annuity unit exchange) out of the
Existing Fund sub-account to one or more other sub-accounts without the transfer
(or exchange) being treated as one of a limited number of permitted transfers
(or exchanges) or a limited number of transfers (or exchanges) permitted without
a transfer charge. The supplement also has informed Contract owners that the
Insurance Company will not exercise any rights reserved under any Contract to
impose additional restrictions on transfers until at least 30 days after the
proposed substitutions.(42) The supplement has also advised Contract owners that
for at least 30 days following the proposed substitutions, the Insurance
Companies will permit Contract owners affected by the substitutions to make one
transfer of Contract value (or annuity unit exchange) out of the Replacement
Fund sub-account to one or more other sub-accounts without the transfer (or
exchange) being treated as one of a limited number of permitted transfers (or
exchanges) or a limited number of transfers (or exchanges) permitted without a
transfer charge.


         The proposed substitutions will take place at relative net asset value
with no change in the amount of any Contract owner's Contract value, cash value,
or death benefit or in the dollar value of his or her investment in the Separate
Accounts. The process for accomplishing the transfer of assets from each
Existing Fund to its corresponding Replacement Fund will be determined on a
case-by-case basis.

         In most cases, it is expected that the substitutions will be effected
by redeeming shares of an Existing Fund for cash and using the cash to purchase
shares of the Replacement Fund. In certain other cases, it is expected that the
substitutions will be effected by redeeming the shares of an Existing Fund
in-kind; those assets will then be contributed in-kind to the corresponding
Replacement Fund to purchase shares of that Fund. All in-kind redemptions from
an Existing Fund of which any of the Substitution Applicants is an affiliated
person will be effected in accordance with the conditions set forth in the
Commission's no-action letter issued to Signature Financial Group, Inc.
(available December 28, 1999). In-kind purchases of shares of a Replacement Fund
will be conducted as described in Section V of this Application.

         Contract owners will not incur any fees or charges as a result of the
proposed substitutions, nor will their rights or an Insurance Company's
obligations under the Contracts be altered in any way. All expenses incurred in
connection with the proposed substitutions, including brokerage, legal,
accounting, and other fees and expenses, will be paid by the Insurance
Companies. In addition, the proposed substitutions will not impose any tax
liability on Contract owners. The proposed substitutions will not cause the
Contract fees and charges currently being paid by existing Contract owners to be
greater after the proposed substitutions than before the proposed substitutions.
No fees will be charged on the transfers made at the time of the proposed
substitutions because the proposed substitutions will not be treated as a
transfer for the purpose of assessing transfer charges or for determining the
number of remaining permissible transfers in a Contract year.

         In addition to the prospectus supplements distributed to owners of
Contracts, within five business days after the proposed substitutions are
completed, Contract owners will be sent a written notice (substantially in the
form attached as Exhibit C) informing them that the substitutions were carried
out and that they may make one transfer of all Contract value or cash value
under a Contract invested in any one of the sub-accounts on the date of the
notice to one or more other sub-accounts available under their Contract at no
cost and without regard to the usual limit on the frequency of transfers from
the variable account options to the fixed account options. The notice will also
reiterate that (other than with respect to "market timing" activity) the
Insurance Company will not exercise any rights reserved by it under the
Contracts to impose additional restrictions on transfers or to impose any
charges on transfers until at least 30 days after the proposed substitutions.
The Insurance Companies will also send each Contract owner current prospectuses
for the Replacement Funds involved to the extent that they have not previously
received a copy.

         Each Insurance Company also is seeking approval of the proposed
substitutions from any state insurance regulators whose approval may be
necessary or appropriate.


         The Substitution Applicants agree that for those who were Contract
owners on the date of the proposed substitutions, the Insurance Companies will
reimburse, on the last business day of each fiscal period (not to exceed a
fiscal quarter) during the twenty-four months following the date of the proposed
substitutions, those Contract owners whose sub-account invests in the
Replacement Fund such that the sum of the Replacement Fund's net operating
expenses (taking into account fee waivers and expense reimbursements) and
sub-account expenses (asset-based fees and charges deducted on a daily basis
from sub-account assets and reflected in the calculation of sub-account unit
values) for such period will not exceed, on an annualized basis, the sum of the
Existing Fund's net operating expenses taking into account fee waivers and
expense reimbursements and sub-account expenses for fiscal year 2009, except
with respect to the AIM V.I. Technology Fund/RCM Technology Portfolio, DWS
Technology VIP/RCM Technology Portfolio, DWS Global Opportunities
VIP/Oppenheimer Global Equity Portfolio, Janus Aspen Perkins Mid Cap Value
Portfolio/Met/Artisan Mid Cap Value Portfolio, Legg Mason Western Asset Variable
Money Market Portfolio/BlackRock Money Market Portfolio, Putnam VT Growth and
Income Portfolio/Lord Abbett Growth and Income Portfolio and UIF Small Company
Growth Portfolio/Met/AIM Small Cap Growth Portfolio substitutions.

         With respect to the AIM V.I. Technology Fund/RCM Technology Portfolio,
DWS Technology VIP/RCM Technology Portfolio, DWS Global Opportunities
VIP/Oppenheimer Global Equity Portfolio, Janus Aspen Perkins Mid Cap Value
Portfolio/Met/Artisan Mid Cap Value Portfolio, Legg Mason Western Asset Variable
Money Market Portfolio/BlackRock Money Market Portfolio, Putnam VT Growth and
Income Portfolio/Lord Abbett Growth and Income Portfolio and UIF Small Company
Growth Portfolio/Met/AIM Small Cap Growth Portfolio substitutions, the
reimbursement agreement with respect to the Replacement Fund's operating
expenses and sub-account expenses, will extend for the life of each Contract
outstanding on the date of the proposed substitutions.

         The Substitution Applicants further agree that, except with respect to
the AIM V.I. Technology Fund/RCM Technology Portfolio, DWS Technology VIP/RCM
Technology Portfolio, DWS Global Opportunities VIP/Oppenheimer Global Equity
Portfolio, Janus Aspen Perkins Mid Cap Value Portfolio/Met/Artisan Mid Cap Value
Portfolio, Legg Mason Western Asset Variable Money Market Portfolio/BlackRock
Money Market Portfolio, Putnam VT Growth and Income Portfolio/Lord Abbett Growth
and Income Portfolio and UIF Small Company Growth Portfolio/Met/AIM Small Cap
Growth Portfolio substitutions, the Insurance Companies will not increase total
separate account charges (net of any reimbursements or waivers) for any existing
owner of the Contracts on the date of the substitutions for a period of two
years from the date of the substitutions. With respect to the AIM V.I.
Technology Fund/RCM Technology Portfolio, DWS Technology VIP/RCM Technology
Portfolio, DWS Global Opportunities VIP/Oppenheimer Global Equity Portfolio,
Janus Aspen Perkins Mid Cap Value Portfolio/Met/Artisan Mid Cap Value Portfolio,
Legg Mason Western Asset Variable Money Market Portfolio/BlackRock Money Market
Portfolio, Putnam VT Growth and Income Portfolio/Lord Abbett Growth and Income
Portfolio and UIF Small Company Growth Portfolio/Met/AIM Small Cap Growth
Portfolio substitutions, the agreement not to increase the separate account
charges will extend for the life of each Contract outstanding on the date of the
proposed substitutions.


IV.      REQUEST FOR AN ORDER OF APPROVAL UNDER SECTION 26(c)

         The Substitution Applicants request that the Commission issue an order
pursuant to Section 26(c) of the Act approving the substitutions by the
Insurance Companies of shares held by the Separate Accounts as described in
Section II.A.

A.                Applicable Law

         The Substitution Applicants request that the Commission issue an order
pursuant to Section 26(c) of the Act approving the proposed substitutions.
Section 26(c) of the Act requires the depositor of a registered unit investment
trust holding the securities of a single issuer to obtain Commission approval
before substituting the securities held by the trust. Specifically, Section
26(c) states:

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

         Section 26(c) was added to the Act by the Investment Company Act
Amendments of 1970. Prior to the enactment of the 1970 amendments, a depositor
of a unit investment trust could substitute new securities for those held by the
trust by notifying the trust's security holders of the substitution within five
days of the substitution. In 1966, the Commission, concerned with the high sales
charges then common to most unit investment trusts and the disadvantageous
position in which such charges placed investors who did not want to remain
invested in the Replacement Fund,(43) recommended that Section 26 be amended to
require that a proposed substitution of the underlying investments of a trust
receive prior Commission approval.(44)

         Congress responded to the Commission's concerns by enacting Section
26(c) to require that the Commission approve all substitutions by the depositor
of investments held by the unit investment trusts. The Senate Report on the bill
explained the purpose of the amendment as follows:

                           The proposed amendment recognizes that in the case of
                           the unit investment trust holding the securities of a
                           single issuer notification to shareholders does not
                           provide adequate protection since the only relief
                           available to the shareholders, if dissatisfied, would
                           be to redeem their shares. A shareholder who redeems
                           and reinvests the proceeds in another unit investment
                           trust or in an open-end company would under most
                           circumstances be subject to a new sales load. The
                           proposed amendment would close this gap in
                           shareholder protection by providing for Commission
                           approval of the substitution. The Commission would be
                           required to issue an order approving the substitution
                           if it finds the substitution consistent with the
                           protection of investors and the purposes fairly
                           intended by the policy and provisions of the Act.(45)

         The proposed substitutions appear to involve substitutions of
securities within the meaning of Section 26(c) of the Act.(46) The Substitution
Applicants, therefore, request an order from the Commission pursuant to Section
26(c) approving the proposed substitutions.

B.                Basis for an Order

         The Contracts permit the applicable Insurance Company, subject to
compliance with applicable law, to substitute shares of another investment
company for shares of an investment company held by a sub-account of the
Separate Accounts. The prospectuses for the Contracts and the Separate Accounts
contain appropriate disclosure of this right.


         Except with respect to the AIM V.I. Technology Fund/RCM Technology
Portfolio, DWS Technology VIP/RCM Technology Portfolio, DWS Global Opportunities
VIP/Oppenheimer Global Equity Portfolio, Janus Aspen Perkins Mid Cap Value
Portfolio/Met Artisan Mid Cap Value Portfolio, Legg Mason Western Asset Variable
Money Market Portfolio/BlackRock Money Market Portfolio, Putnam VT Growth and
Income Portfolio/Lord Abbett Growth and Income Portfolio and UIF Small Company
Growth Portfolio/Met/AIM Small Cap Growth Portfolio substitutions, the
Replacement Fund will have the same or lower management fee and, if applicable,
Rule 12b-1 fee compared to the Existing Fund. In the case of the AIM V.I.
Technology Fund/RCM Technology Portfolio, DWS Technology VIP/RCM Technology
Portfolio, DWS Global Opportunities VIP/Oppenheimer Global Equity Portfolio,
Janus Aspen Perkins Mid Cap Value Portfolio/Met/Artisan Mid Cap Value Portfolio,
Legg Mason Western Asset Variable Money Market Portfolio/BlackRock Money Market
Portfolio, Putnam VT Growth and Income Portfolio/Lord Abbett Growth and Income
Portfolio and UIF Small Company Growth Portfolio/Met/AIM Small Cap Growth
Portfolio substitutions, for affected Contract owners, the Replacement Fund's
net expenses will not, for the life of the Contracts, exceed the 2009 net
expenses of the Existing Fund. In addition, except for the Legg Mason
Batterymarch Variable Global Equity Portfolio/Met/Templeton Growth Portfolio
substitution, Contract owners with balances invested in the Replacement Fund
will have, taking into effect any applicable expense waivers, a lower expense
ratio. However, the Substitution Applicants agree that, except with respect to
the AIM V.I. Technology Fund/RCM Technology Portfolio, DWS Technology VIP/RCM
Technology Portfolio, DWS Global Opportunities VIP/Oppenheimer Global Equity
Portfolio, Janus Aspen Perkins Mid Cap Value Portfolio/Met/Artisan Mid Cap Value
Portfolio, Legg Mason Western Asset Variable Money Market Portfolio/BlackRock
Money Market Portfolio, Putnam VT Growth and Income Portfolio/Lord Abbett Growth
and Income Portfolio and UIF Small Company Growth Portfolio/Met/AIM Small Cap
Growth Portfolio substitutions, the Insurance Companies will not increase total
separate account charges (net of any reimbursements or waivers) for any existing
owner of the Contracts on the date of the substitutions for a period of two
years from the date of the substitutions. With respect to the AIM V.I.
Technology Fund/RCM Technology Portfolio, DWS Technology VIP/RCM Technology
Portfolio, DWS Global Opportunities VIP/Oppenheimer Global Equity Portfolio,
Janus Aspen Perkins Mid Cap Value Portfolio/Met/Artisan Mid Cap Value Portfolio,
Legg Mason Western Asset Variable Money Market Portfolio/BlackRock Money Market
Portfolio, Putnam VT Growth and Income Portfolio/Lord Abbett Growth and Income
Portfolio and UIF Small Company Growth Portfolio/Met/AIM Small Cap Growth
Portfolio substitutions, the agreement not to increase the Separate Account
charges will extend for the life of each Contract outstanding on the date of the
proposed substitutions.


         The Substitution Applicants submit that, in general, there is little
likelihood that significant additional assets, if any, will be allocated to the
above-listed Existing Funds and, therefore, because of the cost of maintaining
such Funds as investment options under the Contracts, it is in the interest of
shareholders to substitute the applicable Replacement Funds which are currently
being offered as investment options by the Insurance Companies.

         In each case, the applicable Insurance Companies believe that it is in
the best interests of the Contract owners to substitute the Replacement Fund for
the Existing Fund. The Insurance Companies believe that the Replacement Fund's
sub-adviser will, over the long term, be positioned to provide at least
comparable performance to that of the Existing Fund's sub-adviser.


         In addition to the foregoing, the Substitution Applicants generally
submit that the proposed substitutions meet the standards that the Commission
and its staff have applied to similar substitutions that the Commission has in
the past approved.(47) In every proposed substitution except for 7 substitutions
where expense offsets will be applied to Contract owners at the separate account
level, the current management fee and Rule 12b-1 fee of the Replacement Funds
will be the same as, or lower than, those of the Existing Funds. Except for the
Legg Mason Batterymarch Variable Global Equity Portfolio/Met/Templeton Growth
Portfolio substitution, total operating expenses of the Replacement Funds will
be lower than those of the Existing Funds.

         The Substitution Applicants anticipate that Contract owners will be
better off with the array of sub-accounts offered after the proposed
substitutions than they have been with the array of sub-accounts offered prior
to the substitutions. The proposed substitutions retain for Contract owners the
investment flexibility which is a central feature of the Contracts. If the
proposed substitutions are carried out, all Contract owners will be permitted to
allocate purchase payments and transfer Contract values and cash values between
and among substantially the same number of sub-accounts as they could before the
proposed substitutions.


         None of the proposed substitutions is of the type that Section 26(c)
was designed to prevent. Unlike traditional unit investment trusts where a
depositor could only substitute an investment security in a manner which
permanently affected all the investors in the trust, the Contracts provide each
Contract owner with the right to exercise his or her own judgment and transfer
Contract or cash values into other sub-accounts. Moreover, the Contracts will
offer Contract owners the opportunity to transfer amounts out of the affected
sub-accounts into any of the remaining sub-accounts without cost or other
disadvantage. The proposed substitutions, therefore, will not result in the type
of costly forced redemption which Section 26(c) was designed to prevent.

         The proposed substitutions also are unlike the type of substitution
which Section 26(c) was designed to prevent in that by purchasing a Contract,
Contract owners select much more than a particular investment company in which
to invest their account values. They also select the specific type of insurance
coverage offered by an Insurance Company under their Contract as well as
numerous other rights and privileges set forth in the Contract. Contract owners
may also have considered each Insurance Company's size, financial condition,
relationship with MetLife, and its reputation for service in selecting their
Contract. These factors will not change as a result of the proposed
substitutions.

C.                Request for an Order

         The Substitution Applicants request an order of the Commission pursuant
to Section 26(c) of the Act approving the proposed substitutions by the
Insurance Companies.

V.                REQUEST FOR AN ORDER UNDER SECTION 17(b)

         The Section 17 Applicants request an order under Section 17(b)
exempting them from the provisions of Section 17(a) to the extent necessary to
permit the Insurance Companies to carry out each of the proposed substitutions.


A. Applicable Law

         Section 17(a)(1) of the Act, in relevant part, prohibits any affiliated
person of a registered investment company, or any affiliated person of such
person, acting as principal, from knowingly selling any security or other
property to that company. Section 17(a)(2) of the Act generally prohibits the
persons described above, acting as principals, from knowingly purchasing any
security or other property from the registered company.

         Section 2(a)(3) of the Act defines the term "affiliated person of
another person" in relevant part as:

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

         Section 2(a)(9) of the Act states that any person who owns
beneficially, either directly or through one or more controlled companies, more
than 25% of the voting securities of a company shall be presumed to control such
company.

         Because shares held by a separate account of an insurance company are
legally owned by the insurance company, the Insurance Companies and their
affiliates collectively own of record substantially all of the shares of MIST
and Met Series Fund. Therefore, MIST and Met Series Fund and their respective
funds are arguably under the control of the Insurance Companies notwithstanding
the fact that Contract owners may be considered the beneficial owners of those
shares held in the Separate Accounts. If MIST and Met Series Fund and their
respective funds are under the control of the Insurance Companies, then each
Insurance Company is an affiliated person or an affiliated person of an
affiliated person of MIST and Met Series Fund and their respective funds. If
MIST and Met Series Fund and their respective funds are under the control of the
Insurance Companies, then MIST and Met Series Fund and their respective funds
are affiliated persons of the Insurance Companies.

         Regardless of whether or not the Insurance Companies can be considered
to control MIST and Met Series Fund and their respective funds, because the
Insurance Companies own of record more than 5% of the shares of each of them and
are under common control with each Replacement Fund's investment adviser, the
Insurance Companies are affiliated persons of both MIST and Met Series Fund and
their respective funds. Likewise, their respective funds are each an affiliated
person of the Insurance Companies.


         In addition to the above, the Insurance Companies, through their
separate accounts in the aggregate own more than 5% of the outstanding shares of
the following Existing Funds: Legg Mason Batterymarch Variable Global Equity
Portfolio, Legg Mason Western Asset Variable Money Market Portfolio, Legg Mason
Batterymarch S&P 500 Index Portfolio, Pioneer High Yield VCT Portfolio and UIF
Small Company Growth Portfolio. Therefore, each Insurance Company is an
affiliated person of those funds.

         Because the substitutions may be effected, in whole or in part, by
means of in-kind redemptions and purchases, the substitutions may be deemed to
involve one or more purchases or sales of securities or property between
affiliated persons. The proposed transactions may involve a transfer of
portfolio securities by the Existing Funds to the Insurance Companies;
immediately thereafter, the Insurance Companies would purchase shares of the
Replacement Funds with the portfolio securities received from the Existing
Funds. Accordingly, as the Insurance Companies and certain of the Existing Funds
listed above, and the Insurance Companies and the Replacement Funds, could be
viewed as affiliated persons of one another under Section 2(a)(3) of the Act, it
is conceivable that this aspect of the substitutions could be viewed as being
prohibited by Section 17(a). The Section 17 Applicants have determined that it
is prudent to seek relief from Section 17(a) in the context of this Application
for the in-kind purchases and sales of the Replacement Fund shares.(48)


         Section 17(b) of the Act provides that the Commission may, upon
application, grant an order exempting any transaction from the prohibitions of
Section 17(a) if the evidence establishes that:

         (1) the terms of the proposed transaction, including the consideration
to be paid or received, are reasonable and fair and do not involve overreaching
on the part of any person concerned;

         (2) the proposed transaction is consistent with the policy of each
registered investment company concerned, as recited in its registration
statement and records filed under the Act; and

         (3) the proposed transaction is consistent with the general purposes of
the Act.


B. Basis for a Section 17(b) Order


         The Section 17 Applicants submit that for all the reasons in Sections
II.B, II.D and III the terms of the proposed in-kind purchases of shares of the
Replacement Funds by the Insurance Companies, including the consideration to be
paid and received, as described in this Application, are reasonable and fair and
do not involve overreaching on the part of any person concerned. The Section 17
Applicants also submit that the proposed in-kind purchases by the Insurance
Companies are consistent with the policies of: (1) MIST and of its RCM
Technology, Met/Templeton Growth, BlackRock High Yield, Lord Abbett Growth and
Income and Met/AIM Small Cap Growth Portfolios; and (2) Met Series Fund and of
its BlackRock Money Market, Oppenheimer Global Equity, Met/Artisan Mid Cap Value
and MetLife Stock Index Portfolios, as recited in the current registration
statements and reports filed by each under the Act. Finally, the Section 17
Applicants submit that the proposed substitutions are consistent with the
general purposes of the Act.


1.       Reasonableness and Fairness and the Absence of Overreaching

         To the extent that the in-kind purchases by the Insurance Company of
the Replacement Funds' shares are deemed to involve principal transactions among
affiliated persons, the procedures described below should be sufficient to
assure that the terms of the proposed transactions are reasonable and fair to
all participants. The Section 17 Applicants maintain that the terms of the
proposed in-kind purchase transactions, including the consideration to be paid
and received by each fund involved, are reasonable, fair and do not involve
overreaching principally because the transactions will conform with all but one
of the conditions enumerated in Rule 17a-7. The proposed transactions will take
place at relative net asset value in conformity with the requirements of Section
22(c) of the Act and Rule 22c-1 thereunder with no change in the amount of any
Contract owner's contract value or death benefit or in the dollar value of his
or her investment in any of the Separate Accounts. Contract owners will not
suffer any adverse tax consequences as a result of the substitutions. The fees
and charges under the Contracts will not increase because of the substitutions.
Even though the Separate Accounts, the Insurance Companies, MIST and Met Series
Fund may not rely on Rule 17a-7, the Section 17 Applicants believe that the
Rule's conditions outline the type of safeguards that result in transactions
that are fair and reasonable to registered investment company participants and
preclude overreaching in connection with an investment company by its affiliated
persons.

         When the Commission first proposed,(49) and then adopted,(50) Rule
17a-7, it noted that the purpose of the Rule was to eliminate the filing and
processing of applications "in circumstances where there appears to be no
likelihood that the statutory finding for a specific exemption under Section
17(b) could not be made" by establishing "conditions as to the availability of
the exemption to those situations where the Commission, upon the basis of its
experience, considers that there is no likelihood of overreaching of the
investment companies participating in the transaction." The Section 17
Applicants assert that where, as here, they or the relevant investment company
would comply in substance with most, but not all of the conditions of the Rule,
the Commission should consider the extent to which they would meet these or
other similar conditions and issue an order if the protections of the Rule would
be provided in substance.

         In this regard, the Commission explained its concerns with transactions
of the type covered by Rule 17a-7 when it amended the Rule in 1981 to also
exempt certain purchase and sale transactions between an investment company and
a non-investment company affiliate. Previously, the Rule had only exempted
transactions between investment companies and series of investment companies.
Its expansion to cover transactions between an investment company (or series
thereof) and a non-investment company affiliate demonstrates that such
transactions can be reasonable and fair and not involve overreaching. The
Commission stated:

                  The Commission is concerned that this practice -- left
                  unregulated and in violation of Section 17(a) -- could result
                  in serious harm to registered investment companies. For
                  example, an unscrupulous investment adviser might "dump"
                  undesirable securities on a registered investment company or
                  transfer desirable securities from a registered investment
                  company to another more favored advisory client in the
                  complex. Moreover, the transaction could be effected at a
                  price which is disadvantageous to the registered investment
                  company.

                  Nevertheless, upon considering the matter, the Commission
                  believes that it would be appropriate to exempt by rulemaking
                  certain of these transactions provided that certain
                  conditions, described below, are met. Accordingly, the
                  Commission proposes to amend Rule 17a-7 to exempt certain
                  transactions which heretofore have not been exempted by the
                  rule, both with respect to the persons which could participate
                  in the transaction, and the securities which could be
                  purchased and sold. The Commission has determined that the
                  proposed expansion of the rule is consistent with the existing
                  rule's purposes (1) to eliminate the necessity of filing and
                  processing applications under circumstances where there
                  appears to be little likelihood that the statutory finding for
                  a specific exemption under Section 17(b) of the Act could not
                  be made, and (2) to permit investment companies which
                  heretofore had chosen to avoid the application procedures of
                  Section 17(b) of the Act by purchasing and selling securities
                  on the open market, thereby incurring actual brokerage
                  charges, to avoid the payment of brokerage commissions by
                  effecting such transactions directly. Moreover, the proposed
                  amendment would enhance the role of disinterested directors as
                  watchdogs to protect shareholder interest.(51)

         The boards of MIST and Met Series Fund have adopted procedures, as
required by paragraph (e)(1) of Rule 17a-7, pursuant to which the series of each
may purchase and sell securities to and from their affiliates. The Section 17
Applicants will carry out the proposed Insurance Company in-kind purchases in
conformity with all of the conditions of Rule 17a-7 and each series' procedures
thereunder, except that the consideration paid for the securities being
purchased or sold may not be entirely cash. Nevertheless, the circumstances
surrounding the proposed substitutions will be such as to offer the same degree
of protection to each Replacement Fund from overreaching that Rule 17a-7
provides to them generally in connection with their purchase and sale of
securities under that Rule in the ordinary course of their business. In
particular, the Insurance Companies (or any of their affiliates) cannot effect
the proposed transactions at a price that is disadvantageous to any of the
Replacement Funds. Although the transactions may not be entirely for cash, each
will be effected based upon (1) the independent market price of the portfolio
securities valued as specified in paragraph (b) of Rule 17a-7, and (2) the net
asset value per share of each fund involved valued in accordance with the
procedures disclosed in its respective investment company registration statement
and as required by Rule 22c-1 under the Act. No brokerage commission, fee, or
other remuneration will be paid to any party in connection with the proposed in
kind purchase transactions.

2.       Consistency With the Policy of Each Investment Company Concerned

         The sale of shares of Replacement Funds for investment securities, as
contemplated by the proposed Insurance Company in-kind purchases, is consistent
with the investment policies and restrictions of the Investment Companies and
the Replacement Funds because (1) the shares are sold at their net asset value,
and (2) the portfolio securities are of the type and quality that the
Replacement Funds would each have acquired with the proceeds from share sales
had the shares been sold for cash. To assure that the second of these conditions
is met, MetLife Advisers, LLC and the sub-adviser, as applicable, will examine
the portfolio securities being offered to each Replacement Fund and accept only
those securities as consideration for shares that it would have acquired for
each such fund in a cash transaction.

3.       Consistency With the General Purposes of the Act

         The proposed Insurance Company in-kind purchases, as described herein,
are consistent with the general purposes of the Act as stated in the Findings
and Declaration of Policy in Section 1 of the Act. The proposed transactions do
not present any of the conditions or abuses that the Act was designed to
prevent. In particular, Sections 1(b)(2) and (3) of the Act state, among other
things, that the national public interest and the interest of investors are
adversely affected "when investment companies are organized, operated, managed,
or their portfolio securities are selected in the interest of directors,
officers, investment advisers, depositors, or other affiliated persons thereof,
or in the interests of other investment companies or persons engaged in other
lines of business, rather than in the interest of all classes of such companies'
security holders; ...when investment companies issue securities containing
inequitable or discriminatory provisions, or fail to protect the preferences and
privileges of the holders of their outstanding securities...". For all the
reasons stated in Sections II, III, and IV of this Application, the abuses
described in Sections 1(b)(2) and (3) of the Act will not occur in connection
with the proposed in-kind purchases.


         The Commission has previously granted exemptions from Section 17(a) in
circumstances substantially similar in all material respects to those presented
in this Application to applicants affiliated with an open-end management
investment company that proposed to purchase shares issued by the company with
investment securities of the type that the company might otherwise have
purchased for its portfolio.(52) In these cases, the Commission issued an order
pursuant to Section 17(b) of the Act where the expense of liquidating such
investment securities and using the cash proceeds to purchase shares of the
investment company would have reduced the value of investors' ultimate
investment in such shares.


4.       Specific Representations and Request for an Order

         The Section 17 Applicants request that the Commission issue an order
pursuant to Section 17(b) of the Act exempting the Separate Accounts, the
Insurance Companies, MIST, Met Series Fund and each Replacement Fund from the
provisions of Section 17(a) of the Act to the extent necessary to permit the
Insurance Companies on behalf of the Separate Accounts to carry out, as part of
the substitutions, the in-kind purchase of shares of the Replacement Funds which
may be deemed to be prohibited by Section 17(a) of the Act.

         The Section 17 Applicants represent that the proposed in-kind purchases
meet all of the requirements of Section 17(b) of the Act and that an exemption
should be granted, to the extent necessary, from the provisions of Section
17(a).


VI.        COMMUNICATIONS

         Please address all communications concerning this application and
Notice and Order to:

                             Paul G. Cellupica, Esq.
                                  MetLife Group
                           1095 Avenue of the Americas
                                   40th Floor
                            New York, New York 10036

                                       and

                             Robert N. Hickey, Esq.
                            Sullivan & Worcester LLP
                               1666 K Street, N.W.
                             Washington, D.C. 20006



VII.              AUTHORIZATIONS



     Under  Connecticut  law and the  articles of  incorporation  and by-laws of
MetLife of CT, its business  affairs are  conducted  by its board of  directors.
Under  Connecticut  insurance law, the business and affairs of Separate  Account
Eleven,  Separate  Account QPN and Fund UL are conducted by MetLife of CT. Under
Missouri law and the articles of incorporation and by-laws of MetLife Investors,
its business  affairs are  conducted by its board of directors.  Under  Missouri
insurance law, the business and affairs of VA Account One, VL Account One and VL
Account  Eight are  conducted by MetLife  Investors.  Under New York law and the
articles of incorporation and by-laws of First MetLife  Investors,  its business
affairs are conducted by its board of directors.  Under New York  insurance law,
the business and affairs of First VA Account One are  conducted by First MetLife
Investors.  Under Delaware law and the articles of incorporation  and by-laws of
MetLife  Investors  USA,  its  business  affairs are  conducted  by its board of
directors.  Under  Delaware  insurance law, the business and affairs of Separate
Account A are  conducted by MetLife  Investors  USA.  Under New York law and the
articles  of  incorporation  and by-laws of MetLife,  its  business  affairs are
conducted by its board of directors.  Under New York insurance law, the business
and affairs of Separate  Account DCVL,  Separate Account UL, SE Separate Account
Twenty-Six,  SE Separate  Account  Twenty-Seven,  SE Separate Account 13S and SE
Separate  Account 485 are  conducted  by  MetLife.  Under  Missouri  law and the
articles of incorporation and by-laws of General American,  its business affairs
are  conducted by its board of  directors.  Under  Missouri  insurance  law, the
business and affairs of GA Separate Account Twenty-Seven and GA Separate Account
Twenty-Eight  are  conducted  by General  American.  Under  Maryland law and the
articles of  incorporation  and by-laws of Met Series Fund, its business affairs
are conducted by its board of directors.  Under Delaware law and the declaration
of trust and by-laws of MIST, its business affairs are conducted by its board of
trustees.


         In accordance with such laws, articles, declaration, and by-laws,
resolutions, as applicable, were adopted by a vote of the board of directors of
MetLife of CT, MetLife Investors, First MetLife Investors, MetLife Investors
USA, MetLife and General American for the Separate Accounts, the board of
directors of Met Series Fund, and the board of trustees of MIST authorizing
their respective appropriate officers to prepare, execute and file with the
Commission this Application. Copies of these resolutions are attached as Exhibit
A. These resolutions remain in full force and effect and are applicable to this
Application. Accordingly, the persons signing this Application have been fully
authorized to do so.

VIII.   CONCLUSION

         For the foregoing reasons set forth in this Application, the
Substitution Applicants state that the proposed substitutions and the related
transactions meet the standards of Section 26(c) of the Act and respectfully
request that the Commission issue an order of approval pursuant to Section 26(c)
of the Act and that such order be made effective as soon as possible. The
Section 17 Applicants further state that the proposed transactions described
herein are consistent with the standards of Section 17(b) of the Act and
respectfully request that the Commission issue an order of exemption pursuant to
Section 17(b) of the Act.







- -------------------------------------------------------------------------------

     (1) File Nos. 333-152194,  333-152199,  333-152200, 333-152232, 333-152233,
333-101778,   333-152234,   333-152235,   333-152236,   333-152237,  333-152238,
333-152239,   333-152240,   333-152265,   333-152255,   333-152256,  333-152292,
333-152258,   333-152261,   333-152259,   333-152262,   333-152269,  333-152263,
333-152260,     333-152266,     333-152267,    333-152268,    333-152264,    and
333-152270/811-21262.  Applicants,  as authorized  under Rule 0-4 under the Act,
incorporate  these files by  reference  to the extent  necessary  to support and
supplement the descriptions and representations set out in this Application.

     (2) File Nos. 333-141941,  333-136191. Applicants, as authorized under Rule
0-4 under the Act,  incorporate these files by reference to the extent necessary
to support and supplement the descriptions and  representations  set out in this
Application.

     (3) File Nos.  333-152220/811-03927.  Applicants,  as authorized under Rule
0-4 under the Act,  incorporate these files by reference to the extent necessary
to support and supplement the descriptions and  representations  set out in this
Application.

     (4)   File   Nos.   333-34741,    333-90405,   333-54358,   033-39100   and
333-50540/811-05200.  Applicants,  as  authorized  under Rule 0-4 under the Act,
incorporate  these files by  reference  to the extent  necessary  to support and
supplement the descriptions and representations set out in this Application.



     (5) File Nos. 333-83197/811-07971. Applicants, as authorized under Rule 0-4
under the Act,  incorporate  these files by reference to the extent necessary to
support and  supplement the  descriptions  and  representations  set out in this
Application.

     (6) File Nos.  033-74174,  333-96775,  333-96773,  333-125613,  333-125617,
333-125618,   333-137969,   333-148873,   333-148874  and  333-148876/811-08306.
Applicants,  as authorized under Rule 0-4 under the Act, incorporate these files
by reference to the extent  necessary to support and supplement the descriptions
and representations set out in this Application.

     (7) File Nos. 333-125753,  333-125756,  333-125757,  333-12578, 333-137968,
333-148869, 333-148870 and 333-148872/811-03365. Applicants, as authorized under
Rule 0-4 under the Act,  incorporate  these  files by  reference  to the  extent
necessary to support and supplement the descriptions and representations set out
in this Application.

     (8) File Nos. 033-57320/811-06025. Applicants, as authorized under Rule 0-4
under the Act,  incorporate  these files by reference to the extent necessary to
support and  supplement the  descriptions  and  representations  set out in this
Application.

     (9) File Nos.  333-110183/811-08888.  Applicants,  as authorized under Rule
0-4 under the Act,  incorporate these files by reference to the extent necessary
to support and supplement the descriptions and  representations  set out in this
Application.

     (10) File Nos.  333-110184/811-08892.  Applicants, as authorized under Rule
0-4 under the Act,  incorporate these files by reference to the extent necessary
to support and supplement the descriptions and  representations  set out in this
Application.

     (11) File Nos.  333-110185/811-08938.  Applicants, as authorized under Rule
0-4 under the Act,  incorporate these files by reference to the extent necessary
to support and supplement the descriptions and  representations  set out in this
Application.

     (12) File Nos. 033-54772/811-07248. Applicants as authorized under rule 0-4
under the Act,  incorporate  these files by reference to the extent necessary to
support and  supplement the  descriptions  and  representations  set out in this
Application.

     (13) File Nos.  033-54774/811-07252.  The applicants,  as authorized  under
Rule 0-4 under the Act,  incorporate  these  files by  reference  to the  extent
necessary to support and supplement the descriptions and representations set out
in this Application.

     (14) File Nos.  333-48456/811-10183 and 002-80751/811-03618,  respectively.
The Applicants,  as authorized under Rule 0-4 under the Act,  incorporate  these
files by  reference  to the extent  necessary  to  support  and  supplement  the
descriptions and representations set out in this Application.


     (15) AIM V.I. Money Market Fund and AIM V.I.  Technology Fund are series of
AIM Variable Insurance Funds, File Nos. 033-57340/811-07452. Janus Aspen Perkins
Mid  Cap  Value  Portfolio  is  a  series  of  Janus  Aspen  Series,  File  Nos.
033-63212/811-07736. Legg Mason Batterymarch Variable Global Equity Portfolio is
a  series  of  Legg   Mason   Partners   Variable   Equity   Trust,   File  Nos.
333-91278/811-21128. Legg Mason Western Asset Variable Money Market Portfolio is
a  series  of  Legg   Mason   Partners   Variable   Income   Trust,   File  Nos.
033-40603/811-06310.  Legg Mason  Batterymarch S&P 500 Index Fund is a series of
Legg Mason Equity Trust, File Nos. 033-43446/811-06444.  DWS Technology VIP is a
series of DWS  Variable  Series II,  File Nos.  033-11802/811-05002.  DWS Global
Opportunities   VIP  is  a  series   of  DWS   Variable   Series  I,  File  Nos.
002-96461/811-4257.  Pioneer  High  Yield VCT  Portfolio  is a series of Pioneer
Variable  Contracts Trust, File Nos.  033-84546/811-08786.  Putnam VT Growth and
Income Fund is a series of Putnam Variable Trust, File Nos. 033-17486/811-05346.
UIF Small Company  Growth  Portfolio is a series of The Universal  Institutional
Funds,  Inc.,  File Nos.  333-03013/811-07607.

     (16) Market Risk - a  Portfolio's  share price can fall because of weakness
in the broad market, a particular industry,  or specific holdings. A Portfolio's
investment  performance  may also be harmed by potentially  rapid changes in the
prices of equity and other securities.

     (17)  Credit  Risk - the value of  investments  in debt  securities  may be
adversely  affected  if an issuer  fails to pay  principal  and  interest on the
obligation on a timely basis.

     (18) Interest Rate Risk - the value of investments  in debt  securities may
decline when  prevailing  interest rates rise or increase when interest rates go
down; due to the increasing  difficulty of predicting  changes in interest rates
over longer periods of time, fixed income  securities with longer maturities are
more volatile than those with shorter maturities.

     (19) Foreign  Investment Risk - investments in foreign  securities  involve
risks relating to political, social and economic developments abroad, as well as
risks  resulting  from  differences  between the  regulations  to which U.S. and
foreign  issuers are subject.  These risks are  increased  for  emerging  market
securities.

     (20)  Municipal  Securities  Risk - the value of,  payment of interest  and
repayment of  principal  with respect to, and the ability of the Fund to sell, a
municipal  security may be affected by  constitutional  amendments,  legislative
enactments,  executive orders,  administrative regulations and voter initiatives
as well as the  economics  of the regions in which the issuers in which the Fund
invests are located.  Revenue bonds are generally not backed by the taxing power
of the issuing  municipality.  To the extent that a municipal  security in which
the Fund  invests is not heavily  followed by the  investment  community or such
security  issue is relatively  small,  the security may be difficult to value or
sell at a fair price.

     (21) Repurchase Agreement Risk - a repurchase agreement exposes the Fund to
the risk that the party that sells the  securities may default on its obligation
to repurchase them. In this circumstance, the Fund can lose money.

     (22)  Financial  Services  Risk - financial  services  companies are highly
dependent on the supply of  short-term  financing.  The value of  securities  of
issuers in the banking and  financial  services  industry  can be  sensitive  to
changes in government regulation and interest rates and to economic downturns in
the United States and abroad.

     (23) Non-Mortgage  Asset-Backed Securities Risk - non-mortgage asset-backed
securities  are not issued or guaranteed by the U.S.  Government or its agencies
or government-sponsored  entities. In the event of a failure of these securities
to pay interest or repay principal,  the assets backing these securities such as
automobiles  or credit  card  receivables  may be  insufficient  to support  the
payments on the securities.

     (24) Sector Risk - in addition to other risks,  a Portfolio  that invests a
substantial  portion of its assets in related industries (or "sectors") may have
greater risk because companies in these sectors may share common characteristics
and may react similarly to market developments.

     (25)  Technology  Industry  Risk - because the Portfolio  concentrates  its
investments in companies which utilize innovative  technology,  it is subject to
risks particularly affecting those companies, such as the risks of short product
cycles,  rapid  obsolescence of products and services,  competition from new and
existing companies,  significant losses and/or limited earnings,  security price
volatility and limited operating histories.

     (26) Market  Capitalization Risk - investments  primarily in issuers in one
market capitalization  category (large, medium or small) carry the risk that due
to current market  conditions that category may be out of favor;  investments in
medium and small capitalization  companies may be subject to special risks which
cause  them to be  subject  to greater  price  volatility  and more  significant
declines in market downturns than securities of larger companies; investments in
small  capitalization  companies may be subject to more risk than investments in
medium capitalization companies.

     (27) Investment Style Risk - different  investment styles such as growth or
value  investing  tend to shift in or out of  favor,  depending  on  market  and
economic conditions as well as investor sentiment.

     (28) Limited  Holdings Risk - because a large part of the Fund's assets may
be invested in a limited  number of  securities,  a change in the value of these
securities could significantly affect the value of the Fund's assets.

     (29)  Derivatives  Risk -  derivatives  may be used  to  hedge  against  an
opposite position that a Portfolio holds.  Derivatives that are used for hedging
the  Portfolio  in  specific  securities  may not fully  offset  the  underlying
position.  The  counterparty  to a  derivatives  contract  also  could  default.
Derivatives that involve leverage could magnify losses.  Derivatives may also be
used to maintain a  Portfolio's  exposure  to the  market,  manage cash flows or
attempt to increase income. Using derivatives for purposes other than hedging is
speculative and involves greater risks. In many foreign  countries,  futures and
options markets do not exist or are not sufficiently developed to be effectively
used by a Portfolio that invests in foreign securities.

     (30) IPO Risk - stocks  purchased  in IPOs have a tendency to  fluctuate in
value  significantly  after the IPO  relative  to the  price at which  they were
purchased. These fluctuations could impact the net asset value and return on the
Portfolio's shares.

     (31)  Non-diversification  Risk - the  Portfolio is  non-diversified  which
means the  Portfolio  can invest its  assets in a small  number of issues.  As a
result,  the Portfolio is more susceptible to any single economic,  political or
regulatory event affecting those issuers than is a diversified  Portfolio.  This
risk is limited  because  the  Portfolio  invests  its assets in the  underlying
portfolios, each of which generally has diversified holdings.

     (32) Illiquid  Securities  Risk - the Portfolio  invests in securities that
are not requested for sale to the general public or are not readily  marketable,
and therefore may generally be less liquid,  are harder to value than securities
listed on exchanges.

     (33) Index  Risk - unlike  actively  managed  portfolios,  portfolios  that
attempt to match the  return of an index  generally  will not use any  defensive
strategies. An investor,  therefore, will bear the market risk of adverse market
conditions  with respect to the market segment that the index seeks to match. In
addition,  transaction costs, other Portfolio expenses,  brief delays that occur
until the  Portfolio can invest cash it receives and other  tracking  errors may
result in the Portfolio's return being lower than the return of the index.

     (34) Banking  Industry  Risk - since the Portfolio may invest more than 25%
of its  assets  in  obligations  of U.S.  banks  and up to 25% of its  assets in
dollar-denominated  obligations of non-U.S. banks, the Portfolio is particularly
susceptible  to events  affecting  the banking  industry.  Banks depend on their
ability to obtain funds at reasonable  costs and  liquidity.  The ongoing global
financial   crisis  has  severely   affected  many  banks  and  other  financial
institutions.

     (35) Mortgage Related Securities Risk - mortgage-related  securities may be
issued or guaranteed by the U.S.  Government,  its agencies or instrumentalities
or may be issued by private  issuers and as such are not  guaranteed by the U.S.
Government,  it  agencies  or  instrumentalities.  Like other  debt  securities,
changes  in  interest  rates  generally  affect  the value of a  mortgage-backed
security.  Additionally,  some  mortgage-backed  securities may be structured so
that they may be  particularly  sensitive  to  interest  rates.  Investments  in
mortgage-related securities are also subject to special risks of prepayment.

     (36) High-Yield Debt Securities Risk -high-yield  debt securities,  or junk
bonds, are securities which are rated below "investment grade" or are not rated,
but are of equivalent  quality.  High-yield debt securities range from those for
which the prospect for  repayment  of  principal  and interest is  predominantly
speculative  to those which are  currently  in default on  principal or interest
payments. A Portfolio with high-yield debt securities may be more susceptible to
credit risk and market risk than a Portfolio that invests only in higher quality
debt  securities  because  these  lower-rated  debt  securities  are less secure
financially  and more  sensitive to downturns in the economy.  In addition,  the
secondary  market  for such  securities  may not be as  liquid  as that for more
highly rated debt securities.  As a result, a Portfolio's  portfolio manager may
find it more  difficult  to sell  these  securities  or may have to sell them at
lower prices.  Investing in securities  that are in default or whose issuers are
in bankruptcy  will subject the Portfolio to significant  uncertainty as to when
and in  what  manner  and  for  what  value  the  obligations  evidenced  by the
distressed securities will eventually be satisfied.

     (37) Inverse  Floating Rate Obligations Risk - the interest rate on inverse
floating rate obligations  generally will decrease as short-term  interest rates
increase,  and increase as  short-term  interest  rates  decrease.  Due to their
leveraged structure,  the sensitivity of the market value of an inverse floating
rate  obligation  to changes  in  interest  rates is  generally  greater  than a
comparable  long-term  bond  issued by the same entity and with  similar  credit
quality  and  redemption  and  maturity   provisions.   Inverse   floating  rate
obligations may be volatile and involve leverage risk.

     (38)  Credit  Default  Transactions  Risk  -  The  use  of  credit  default
transactions  is  a  highly  specialized   activity  that  involves   investment
techniques  and risks that are  different  from those  associated  with ordinary
portfolio securities transactions. If the investment adviser is incorrect in its
forecasts of the interest rates, currency exchange rates or market values or its
assessments of the credit risks relevant to these  transactions  that it enters,
the investment  performance of the Portfolio may be less favorable than it would
have been if the Portfolio had not entered into them. Because these arrangements
are bi-lateral agreements between the Portfolio and its counterparty, each party
is exposed to the risk of default by the other. In addition,  they may involve a
small investment of cash compared to the risk assumed with the result that small
changes  may produce  disproportionate  and  substantial  gains or losses to the
Portfolio.

     (39) Real Estate  Securities  Risk - Investments in real estate  investment
trusts and other real estate related securities may be adversely impacted by the
performance  of the  real  estate  market  generally  or  that  of a  particular
sub-sector of the market or geographic region.

     (40)  Convertible  Securities Risk - Investments in convertible  securities
may be subject to market risk,  credit risk and interest rate risk  depending on
the price of the underlying security. In addition, a convertible security may be
repurchased  by the  issuer at a time and price that is  disadvantageous  to the
Portfolio.

     (41)  Pursuant to exemptive  orders issued to New England Funds Trust I, et
al., Inv. Co. Rel. No. 22824 (1997)  (order),  Inv. Co. Release No. 23859 (1999)
(amended order) (the "Multi-Manager Order"), MetLife Advisers, LLC is authorized
to enter into and amend  sub-advisory  agreements without  shareholder  approval
under certain conditions.

     (42) One  exception  to this is that the  Insurance  Companies  may  impose
restrictions  on transfers to prevent or limit  "market  timing"  activities  by
Contract owners or agents of Contract owners.

     (43) In the years  leading up to its 1966  recommendation,  the  Commission
took the  position  that the  substitution  of  portfolio  securities  of a unit
investment  trust  constituted  an offer of exchange under Section 11 of the Act
requiring prior Commission  approval.  The Commission  proposed Section 26(c) in
order to specifically  address  substitutions  by unit  investment  trusts which
previously had been scrutinized under Section 11 of the Act. See House Committee
on  Interstate  and Foreign  Commerce,  Report of the  Securities  and  Exchange
Commission on the Public Policy  Implications of Investment Company Growth, H.R.
Rep. No. 2337, 89th Cong., 2d Sess. 337 (1966).

     (44)See id.

     (45)S. Rep. No. 184, 91st Cong. 1st Sess. 41 (1969).

     (46)While  Section 26(c),  by its terms,  applies only to a unit investment
trust  holding the  securities of one issuer,  the  Commission  has  interpreted
Section 26(c) to apply to a substitution  of securities in any  sub-account of a
registered  separate  account.  Adoption of  Permanent  Exemptions  from Certain
Provisions  of the  Investment  Company  Act of  1940  for  Registered  Separate
Accounts and Other  Persons,  Investment  Company Act Rel. No. 12678 (Sept.  21,
1982) (emphasis added).

     (47) See, e.g.,  Nationwide Life Insurance  Company,  et al., Inv. Co. Rel.
No.  28815 (July 8, 2009)  (order),  Inv.  Co. Rel.  No.  28767 (June 12,  2009)
(notice);  MetLife Insurance  Company of Connecticut,  et al., Inv. Co. Rel. No.
28699  (April 20,  2009)  (order);  Inv.  Co. Rel.  No.  28678  (March 25, 2009)
(notice); Sun Life Assurance Company of Canada (U.S.), et al., Inv. Co. Rel. No.
28607 (Jan. 22, 2009) (order), Inv. Co. Rel. No. 28570 (Dec. 23, 2008) (notice);
RiverSource  Life Insurance  Company,  et al., Inv. Co. Rel. No. 28575 (Dec. 30,
2008)  (order),  Inv. Co. Rel. No. 28527 (Dec. 4, 2008)  (notice);  Allianz Life
Insurance  Company of North  America,  et al., Inv. Co. Rel. No. 28521 (Nov. 25,
2008) (order),  Inv. Co. Rel. No. 28480 (Oct. 30, 2008)  (notice);  Allianz Life
Insurance  Company of North America,  et al., Inv. Co. Rel. No. 28384 (Sept. 19,
2008) (order), Inv. Co. Rel. No. 28369 (Aug. 28, 2008) (notice); The Penn Mutual
Life  Insurance  Company,  et al.,  Inv.  Co. Act Rel.  No. 2834 (July 25, 2008)
(order), Inv. Co. Act Rel. No. 28328 (July 2, 2008) (notice);  MetLife Insurance
Company of  Connecticut,  et al.,  Inv.  Co. Act Rel. No. 28236 (April 16, 2008)
(order), Inv. Co. Act Rel. No 28190 (March 10, 2008) (notice); MetLife Insurance
Company of  Connecticut,  et al.,  Inv.  Co. Act Rel. No. 27810 (April 30, 2007)
(order),  Inv. Co. Act Rel. No. 27778 (April 6, 2007)  (notice);  The  Travelers
Insurance  Company,  et al. and MetLife  Insurance  Company et al., Inv. Co. Act
Rel. No. 27307 (April 27, 2006)  (order),  Inv. Co Act Rel. No. 27278 (March 31,
2006) (notice);  MetLife Investors  Insurance Company, et al., Inv. Co. Act Rel.
No. 26863 (April 29, 2005) (order),  Inv. Co. Act Rel. No. 26829 (April 7, 2005)
(notice);  ING USA Annuity & Life Insurance Company,  et. al., Inv. Co. Act Rel.
No. 26711 (December 20, 2004) (order), Inv. Co. Act Rel. No. 26682 (November 23,
2004) (notice);  Integrity Life Insurance Company, et.al., Inv. Co. Act Rel. No.
26445  (May 7,  2004)  (order),  Inv.  Co. Act Rel.  No.  26411  (April 5, 2004)
(notice);  ING USA Annuity & Life Insurance Company,  et. al., Inv. Co. Act Rel.
No.  26441 (May 3, 2004)  (order),  Inv.  Co. Act Rel. No. 26416 (April 9, 2004)
(notice);  Metropolitan Life Insurance  Company,  et. al., Ins. Co. Act Rel. No.
26404 (March 29, 2004) (order),  Inv. Co. Act Rel. No. 26368 (February 24, 2004)
(notice);  Metropolitan Life Investors USA Insurance Company,  et. al., Inv. Co.
Act Rel. No. 26029 (April 28, 2003) (order),  Inv. Co. Act Rel. No. 25988 (April
1, 2003)  (notice);  The Equitable Life Assurance  Society of the United States,
et. al., Inv. Co. Act Rel. No. 25803 (Nov. 14, 2002) (order),  Inv. Co. Act Rel.
No. 25784 (Oct. 23, 2002) (notice);  American United Life Insurance Company,  et
al.,  Inv. Co. Act Rel. No. 25719 (August 27, 2002)  (order),  Inv. Co. Act Rel.
No. 25690 (July 31, 2002) (notice).

     (48) The Signature no action letter cannot be used by the Replacement Funds
with respect to sales of their shares to the Insurance Companies in exchange for
securities rather than cash.

     (49) Inv. Co. Act Rel. No. 4604 (May 20, 1966).

     (50) Inv. Co. Act Rel. No. 4697 (September 8, 1966).

     (51) Inv. Co. Act Rel. No. 11136 (April 21, 1980) (proposing release).

     (52) See, e.g. See, e.g.,  Nationwide Life Insurance Company,  et al., Inv.
Co. Rel.  No.  28815 (July 8, 2009)  (order),  Inv. Co. Rel. No. 28767 (June 12,
2009) (notice); MetLife Insurance Company of Connecticut,  et al., Inv. Co. Rel.
No.  28699 (April 20,  2009)  (order);  Inv. Co. Rel. No. 28678 (March 25, 2009)
(notice); Sun Life Assurance Company of Canada (U.S.), et al., Inv. Co. Rel. No.
28607 (Jan. 22, 2009) (order), Inv. Co. Rel. No. 28570 (Dec. 23, 2008) (notice);
RiverSource  Life Insurance  Company,  et al., Inv. Co. Rel. No. 28575 (Dec. 30,
2008)  (order),  Inv. Co. Rel. No. 28527 (Dec. 4, 2008)  (notice);  Allianz Life
Insurance  Company of North  America,  et al., Inv. Co. Rel. No. 28521 (Nov. 25,
2008) (order),  Inv. Co. Rel. No. 28480 (Oct. 30, 2008)  (notice);  Allianz Life
Insurance  Company of North America,  et al., Inv. Co. Rel. No. 28384 (Sept. 19,
2008) (order), Inv. Co. Rel. No. 28369 (Aug. 28, 2008) (notice); The Penn Mutual
Life  Insurance  Company,  et. al.,  Inv.  Co. Act Rel. No. 2834 (July 25, 2008)
(order), Inv. Co. Act Rel. No. 28328 (July 2, 2008) (notice);  MetLife Insurance
Company of  Connecticut,  et.  al.,  Inv.  Co.  Act Rel.  No.  28236  (April 16,
2008)(order),  Inv. Co. Act Rel. No.  28190 (March 10, 2008)  (notice);  MetLife
Insurance  Company of  Connecticut,  et. al., Inv. Co. Act Rel. No. 27810 (April
30, 2007)  (order),  Inv. Co. Act Rel. No. 27778 (April 6, 2007)  (notice);  The
Travelers Insurance Company,  et. al. and MetLife Insurance Company et.al., Inv.
Co. Act Rel.  No.  27307  (April 27,  2006)(order),  Inv. Co. Act Rel. No. 27278
(March 31, 2006) (notice),  MetLife Investors  Insurance Company,  et. al., Inv.
Co. Act Rel. No. 26863  (April 29,  2005)  (order),  Inv. Co. Act Rel. No. 26829
(April 7, 2005) (notice); ING USA Annuity & Life Insurance Company, et.al., Inv.
Co. Act Rel. No. 26441 (May 3, 2004) (order), Inv. Co. Act Rel. No. 26416 (April
9, 2004) (notice);  Metropolitan Life Insurance  Company,  et. al., Inv, Co. Act
Rel.  No.  26404 (March 29, 2004)  (order),  Inv.  Co. Act Rel. No.  26368;  The
Equitable Life Assurance Society of the United States, et al., Inv. Co. Act Rel.
No. 25803 (November 14, 2002) (order),  Inv. Co. Act Rel. No. 25704 (October 23,
2002) (notice).



         MetLife Insurance Company of Connecticut has authorized this
Application to be duly signed on its behalf and on behalf of the Separate
Accounts in the Commonwealth of Massachusetts on the 23rd day of March, 2010.


                          METLIFE INSURANCE COMPANY OF
                          CONNECTICUT

                          METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE
                          ANNUITIES

                          METLIFE OF CT SEPARATE ACCOUNT QPN FOR VARIABLE
                          ANNUITIES

                          METLIFE OF CT FUND UL FOR VARIABLE LIFE INSURANCE


                          By:  MetLife Insurance Company of Connecticut

                          By:
                                /s/ Paul L. LeClair
                               ---------------------------
                                 Paul L. LeClair
                                 Vice President








MetLife Investors Insurance Company has authorized this Application to be duly
signed on its behalf and on behalf of the Separate Accounts in the State of
California on the 23rd day of March, 2010.



                             METLIFE INVESTORS INSURANCE COMPANY

                             METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE

                             METLIFE INVESTORS VARIABLE
                             LIFE ACCOUNT ONE

                             METLIFE INVESTORS VARIABLE
                             LIFE ACCOUNT EIGHT



                             By:
                                 /s/Richard C. Pearson
                                 --------------------------
                                 Richard C. Pearson
                                 Vice President, Associate General Counsel
                                   and Secretary
                                 MetLife Investors Insurance Company









First MetLife Investors Insurance Company has authorized this Application to be
duly signed on its behalf and on behalf of the Separate Account in the State of
California on the 23rd day of March, 2010.


                             FIRST METLIFE INVESTORS INSURANCE COMPANY

                             FIRST METLIFE INVESTORS VARIABLE ANNUITY
                             ACCOUNT ONE


                             By:
                                      /s/ Richard C. Pearson
                                      -----------------------------------
                                      Richard C. Pearson
                                      Vice President, Associate General
                                      Counsel and Secretary
                                      First MetLife Investors Insurance
                                      Company







     MetLife  Investors USA Insurance Company has authorized this Application to
be duly  signed on itss  behalf in the  State of  California  on the 23rd day of
March, 2010.




                                     METLIFE INVESTORS USA
                                     INSURANCE COMPANY

                                     METLIFE INVESTORS USA SEPARATE
                                     ACCOUNT A

                               By:
                                     /s/ Richard C. Pearson
                                      -----------------------------------
                                      Richard C. Pearson
                                      Vice President, Associate General
                                        Counsel and Secretary
                                      MetLife Investors USA Insurance Company










Metropolitan Life Insurance Company has authorized this Application to be duly
signed on its behalf and on behalf of the Separate Accounts in the Commonwealth
of Massachusetts on the 23rd day of March, 2010.

                                  METROPOLITAN LIFE INSURANCE COMPANY

                                  METROPOLITAN LIFE SEPARATE ACCOUNT
                                  DCVL

                                  METROPOLITAN LIFE SEPARATE ACCOUNT UL

                                  SECURITY EQUITY SEPARATE ACCOUNT
                                  TWENTY-SIX

                                  SECURITY EQUITY SEPARATE ACCOUNT
                                  TWENTY-SEVEN

                                  SECURITY EQUITY SEPARATE ACCOUNT
                                   NO. 13S

                                   SECURITY EQUITY SEPARATE ACCOUNT
                                   NO. 485


                                  By:      METROPOLITAN LIFE INSURANCE
                                           COMPANY

                                  By:
                                           /s/ Marie C. Swift
                                           --------------------------------
                                           Name:  Marie C. Swift, Esq.
                                           Title: Associate General Counsel










General  American Life Insurance  Company has authorized this  Application to be
duly  signed  on its  behalf  and on  behalf  of the  Separate  Accounts  in the
Commonwealth of Massachusetts on the 23rd day of March, 2010.

                                   GENERAL AMERICAN LIFE INSURANCE COMPANY

                                   GENERAL AMERICAN SEPARATE ACCOUNT
                                   TWENTY-EIGHT

                                   GENERAL AMERICAN SEPARATE ACCOUNT
                                   TWENTY-NINE


                                    By:      GENERAL AMERICAN LIFE INSURANCE
                                             COMPANY

                                    By:
                                             /s/ James Reilly
                                              --------------------------
                                              Name:  James Reilly
                                              Title: Vice President







Met Investors Series Trust has authorized this Application to be duly signed on
its behalf in the State of New York on the 23rd day of March, 2010.



                                          MET INVESTORS SERIES TRUST


                                          By:
                                               /s/ Elizabeth M. Forget
                                                --------------------------
                                                Elizabeth M. Forget
                                                President








Metropolitan Series Fund, Inc. has authorized this Application to be duly signed
on its behalf in the State of New York on the 23rd day of March, 2010.



                                  METROPOLITAN SERIES FUND, INC.


                                  By:
                                          Elizabeth M. Forget
                                           -------------------------
                                          Elizabeth M. Forget
                                          President







                                  VERIFICATION

         The Undersigned states that he has duly executed the attached
Application dated March 23, 2010 for and on behalf of:

         MetLife Insurance Company of Connecticut
         MetLife of CT Separate Account Eleven for Variable Annuities
         MetLife of CT Separate Account QPN for Variable Annuities
         MetLife of CT Fund UL for Variable Life Insurance;


that he is Vice President of MetLife Insurance Company of Connecticut; and that
all actions by shareholders, trustees, and other bodies necessary to authorize
the undersigned to execute and file this Application have been taken. The
undersigned further states that he is familiar with such Application, and the
contents thereof, and the facts set forth therein are true to the best of his
knowledge, information and belief.


                                               /s/ Paul LeClair
                                               ------------------------
                                                 Paul LeClair
                                                 Vice President









                                  VERIFICATION

     The Undersigned  states that he has duly executed the attached  Application
dated March 23, 2010 for and on behalf of:

         MetLife Investors Insurance Company
         MetLife Investors Variable Annuity Account One
         MetLife Investors Variable Life Account One
         MetLife Investors Variable Life Account Eight;


that he is Vice President of MetLife Investors Insurance Company; and that all
actions by shareholders, trustees, and other bodies necessary to authorize the
undersigned to execute and file this Application have been taken. The
undersigned further states that he is familiar with such Application, and the
contents thereof, and the facts set forth therein are true to the best of his
knowledge, information and belief.


                                              /s/ Richard C. Pearson
                                                 ------------------------
                                                 Richard C. Pearson
                                                 Vice President









                                  VERIFICATION

     The Undersigned  states that he has duly executed the attached  Application
dated March 23, 2010 for and on behalf of:

         First MetLife Investors Insurance Company
         First MetLife Investors Variable Annuity Account One;

that he is Vice President of First MetLife Investors Insurance Company; and that
all actions by shareholders, trustees, and other bodies necessary to authorize
the undersigned to execute and file this Application have been taken. The
undersigned further states that he is familiar with such Application, and the
contents thereof, and the facts set forth therein are true to the best of his
knowledge, information and belief.


                                               /s/ Richard C. Pearson
                                                  ------------------------
                                                 Richard C. Pearson
                                                 Vice President










                                  VERIFICATION

     The Undersigned  states that he has duly executed the attached  Application
dated March 23, 2010 for and on behalf of:

         MetLife Investors USA Insurance Company
         MetLife Investors USA Separate Account A;


that he is Vice President of MetLife Investors USA Insurance Company; and that
all actions by shareholders, trustees, and other bodies necessary to authorize
the undersigned to execute and file this Application have been taken. The
undersigned further states that he is familiar with such Application, and the
contents thereof, and the facts set forth therein are true to the best of his
knowledge, information and belief.

                                              /s/ Richard C. Pearson
                                                 -----------------------
                                                 Richard C. Pearson
                                                 Vice President









                                  VERIFICATION

     The Undersigned states that she has duly executed the attached  Application
dated March 23, 2010 for and on behalf of:

         Metropolitan Life Insurance Company
         Metropolitan Life Separate Account DCVL
         Metropolitan Life Separate Account UL
         Security Equity Separate Account Twenty-Six
         Security Equity Separate Account Twenty-Seven
         Security Equity Separate Account No. 13S
         Security Equity Separate Account No. 485;


that she is Associate General Counsel of Metropolitan Life Insurance Company;
and that all actions by shareholders, trustees, and other bodies necessary to
authorize the undersigned to execute and file this Application have been taken.
The undersigned further states that she is familiar with such Application, and
the contents thereof, and the facts set forth therein are true to the best of
her knowledge, information and belief.


                                            /s/ Marie C. Swift,
                                               -----------------------------
                                                Marie C. Swift, Esq.
                                                Associate General Counsel







                                  VERIFICATION

     The Undersigned  states that he has duly executed the attached  Application
dated March 23, 2010 for and on behalf of:

         General American Life Insurance Company
         General American Separate Account Twenty-Eight
         General American Separate Account Twenty-Nine;


that he is Vice President of General American Life Insurance Company; and that
all actions by shareholders, trustees, and other bodies necessary to authorize
the undersigned to execute and file this Application have been taken. The
undersigned further states that he is familiar with such Application, and the
contents thereof, and the facts set forth therein are true to the best of his
knowledge, information and belief.


                                               /s/ James Reilly
                                                 -----------------------
                                                 James Reilly
                                                 Vice President









                                  VERIFICATION

     The Undersigned states that she has duly executed the attached  Application
dated March 23, 2010 for and on behalf of:


         Metropolitan Series Fund, Inc.
         Met Investors Series Trust;


that she is Chairman of the Board, President and Chief Executive Officer of
Metropolitan Series Fund, Inc. and President and Trustee of Met Investors Series
Trust; and that all actions by shareholders, trustees, and other bodies
necessary to authorize the undersigned to execute and file this Application have
been taken. The undersigned further states that she is familiar with such
Application, and the contents thereof, and the facts set forth therein are true
to the best of her knowledge, information and belief.


                                            /s/ Elizabeth M. Forget
                                                --------------------------
                                                Elizabeth M. Forget
                                                President

EX-99.1

                                                                                                  Appendix I


                               List of Current and Future Advisers and Sub-Advisers


- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
                                                                       Replacement Fund
      Existing Fund             Adviser             Sub-Adviser                                 Adviser             Sub-Adviser
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
                                                                                                   
AIM V.I. Money Market      Invesco                                     BlackRock Money    MetLife Advisers,    BlackRock Advisors,
Fund                       Advisers, Inc.                              Market Portfolio   LLC                  LLC
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------

Legg Mason Western         Legg Mason         Western Asset            BlackRock Money    MetLife Advisers,    BlackRock Advisors,
Asset Variable Money       Partners Fund      Management Company       Market Portfolio   LLC                  LLC
Market Portfolio           Advisor, LLC

- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
AIM V.I. Technology Fund   Invesco                                     RCM Technology     MetLife Advisers     RCM Capital
                           Advisers, Inc.                              Portfolio                               Management LLC
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------

DWS Technology VIP         Duetsche                                    RCM Technology     MetLife Advisers,    RCM Capital
                           Investment                                  Portfolio          LLC                  Management LLC
                           Management
                           Americas Inc.

- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
DWS Global Opportunities   Deutsche                                    Oppenheimer        MetLife Advisers,    OppenheimerFunds,
                           Investment                                  Global Equity      LLC                  Inc.
                           Management                                  Portfolio
                           Americas Inc.
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
Janus Aspen Perkins        Janus Capital                               Met/Artisan Mid    MetLife Advisers     Janus Capital
Mid Cap Value              Management LLC                              Cap Value                               Management LLC
Portfolio                                                              Portfolio
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------

Legg Mason Batterymarch    Legg Mason         Batterymarch Financial   Met/Templeton      MetLife Advisers,    Templeton Global
Variable Global Equity     Partners Fund      Management, Inc.         Growth Portfolio   LLC                  Advisors Limited
Portfolio                  Advisors, LLC

- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------

Legg Mason Batterymarch    Legg Mason         Batterymarch Financial   MetLife Stock      MetLife Advisers,    MetLife Investment
S&P 500 Index Portfolio    Partners Fund      Management, Inc.         Index Portfolio    LLC                  Advisory Company
                           Advisors, LLC

- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
Pioneer High Yield VCT     Pioneer                                     BlackRock High     MetLife Advisers,    BlackRock Financial
Portfolio                  Investment                                  Yield Portfolio    LLC                  Management, Inc.
                           Management, Inc.
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------



Putnam VT Growth and       Putnam                                      Lord Abbett        MetLife Advisers,    Lord, Abbett & Co.
Income Portfolio           Investment                                  Growth and         LLC                  LLC
                           Management, LLC                             Income Portfolio
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------
UIF Small Company Growth   Morgan Stanley                              Met/AIM Small      MetLife Advisers,    Invesco Advisers,
Portfolio                  Investment                                  Cap Growth         LLC                  Inc.
                           Management, Inc.                            Portfolio
                           d/b/a Van Kampen
- -------------------------- ------------------ ------------------------ ------------------ -------------------- --------------------

EX-99

                                                                                                        APPENDIX II




               2010 SUBSTITUTION APPLICATION OF METLIFE INSURANCE COMPANY OF CONNECTICUT, et al

- --------------------- --------------------------------------------------------------------------- --------------------------------
                                                                                                    
                                                                                                                Participating
                                                                                              Assets as of       VIT Assets at
                  Name (Net Expense as of 12/31/09)             Advisory Fee Breakpoints         12/31/09          MetLife
- -------------------- --------------------------------------------------------------------------- ----------------------------------
- --------------------- --------------------------------------------------------------------------- --------------------------------


Substitution #1       AIM V.I. Money Market Portfolio             First $250 MM  0.40%         $   35,175,164      $1,364,783
                     - Series 1 (0.90%)                           Over $250 MM   0.35%
                                                           Into   First $1 BN    0.35%
                                                                  Next $1 BN     0.30%
                      BlackRock Money Market Portfolio            Over $2 BN     0.25%(1)      $2,026,700,000
                     - Class A (0.33%)

- --------------------- --------------------------------------------------------------------------- ---------------------------------
- --------------------- --------------------------------------------------------------------------- ---------------------------------

Substitution #2       AIM V.I. Technology Fund                    First $250 MN  0.75%         $  119,785,036      $3,044,213
                      - Series I (1.20%)                          Next $250 MN   0.74%
                                                                  Next $500 MN   0.73%
                                                                  Next $1.5 BN   0.72%
                                                                  Next $2.5 BN   0.71%
                                                                  Next $2.5 BN   0.70%
                                                                  Next $2.5 BN   0.69%
                                                                  Over $10 BN    0.68%(2)
                                                           Into

                      RCM Technology Fund                         First $500 MN  0.88%          $ 251,300,000
                      - Class A (0.96%)                           Over $500 MN   0.85%

- --------------------- --------------------------------------------------------------------------- ---------------------------------
- --------------------- --------------------------------------------------------------------------- ---------------------------------

Substitution #3       DWS Technology VIP                          First $250 MN  0.665%         $  80,820,674     $2,585,291
                     - Class B (1.18%)                            Next $750 MN   0.635%
                                                                  Next $1.5 BN   0.615%
                                                                  Next $2.5 BN   0.595%
                                                                  Next $2.5 BN   0.565%
                                                                  Next $2.5 BN   0.555%
                                                                  Next $2.5 BN   0.545%
                                                                  Over $12.5 BN   0.535%
                                                          Into
                     RCM Technology Portfolio                     First $500 MN   0.88%         $251,300,000
                     -Class E (1.11%)                             Over $500 MN    0.85%

- --------------------- --------------------------------------------------------------------------- --------------------------------
- --------------------- --------------------------------------------------------------------------- --------------------------------

Substitution #4       DWS Global Opportunities VIP                First $500 MN   0.890%        $145,721,962     $4,150,499
                      - Class B (1.42%)                           Next $500 MN    0.875%
                                                                  Next $1.0 BN    0.860%
                                                                  Over $1.0 BN    0.845%
                                                          Into

                       Oppenheimer Global Equity Portfolio        First $50 MN    0.90%        $692,000,000
                      - Class B (0.89%)                           Next  $50 MN    0.55%
                                                                  Next $400 MN    0.50%
                                                                  Over $500 MN    0.475%

- --------------------- --------------------------------------------------------------------------- ---------------------------------
- --------------------- --------------------------------------------------------------------------- ---------------------------------

Substitution #5       Janus Aspen Perkins                         All Assets      0.64%(3)       $109,194,000     $3,856,041
                      Mid Cap Value Portfolio -
                      Service Class (1.34%)
                                                           Into

                      Met/Artisan Mid Cap Value Portfolio         First $1 BN     0.82%        $1,331,800,000
                      - Class B (1.12%)                           Over $1 BN      0.78%

- --------------------- --------------------------------------------------------------------------- ---------------------------------
- --------------------- --------------------------------------------------------------------------- ---------------------------------


Substitution #6       Legg Mason Batterymarch Variable                All Assets      0.75%(4)  $44,035,566     $44,035,566
                      Global Equity Portfolio -
                      Single Share Class (1.00%)
                                                          Into

                      Met / Templeton Growth Portfolio            First $100 MN   0.70%        $245,100,000
                      - Class B (1.05%)                           Next  $150 MN   0.68%
                                                                  Next  $250 MN   0.67%
                                                                  Next  $250 MN   0.66%
                                                                  Over  $750 MN   0.65%(5)

- --------------------- --------------------------------------------------------------------------- ----------------------------------
- --------------------- --------------------------------------------------------------------------- ----------------------------------

Substitution #7       Legg Mason Western Asset Variable           First $1 BN     0.450%       $536,970,811     $523,415,627
                      Money Market Portfolio -                    Next $1 BN      0.425%
                      Single Share Class (0.50%)                  Next $3 BN      0.400%
                                                                  Next $5 BN      0.375%
                                                                  Over $10 BN     0.350%
                                                           Into                              $2,026,700,000

                      BlackRock Money Market Portfolio -          First $1 BN      0.35%
                      Class E (0.48%)                             Next $1 BN       0.30%
                                                                  Over $2 BN       0.25%(1)


- --------------------- --------------------------------------------------------------------------- ----------------------------------
- --------------------- --------------------------------------------------------------------------- ----------------------------------

Substitution #8       Legg Mason Batterymarch S&P 500             First $350 MN    0.650%     $107,550,999      $24,471,500
                       Index Portfolio                            Next $150 MN     0.550%
                      - Class A (0.59%)                           Next $250 MN     0.525%
                                                                  Next $250 MN     0.500%
                                                                  Over $1 BN       0.450%(6)
                                                          Into
                      MetLife Stock Index Portfolio -            All Assets       0.25%(7)   $4,736,000,000
                      Class A (0.27%)

- --------------------- --------------------------------------------------------------------------- ----------------------------------
- --------------------- --------------------------------------------------------------------------- ----------------------------------

Substitution #9       Pioneer High Yield VCT Portfolio -          All Assets       0.65%         $139,148,246    $46,382,298
                      Class II (1.05%)
                                                          Into
                      BlackRock High Yield Portfolio -            All Assets       0.60%        $672,500,500
                      Class B (HypoPerformance)
                      (0.92%)

- --------------------- --------------------------------------------------------------------------- ----------------------------------
- --------------------- --------------------------------------------------------------------------- ----------------------------------

Substitution #10      Putnam VT Growth & Income Portfolio -       First $500 MN    0.65%        $1,479,700,166    $7,680,819
                      Class IA(0.58%)                             Next $500 MN     0.55%                          $2,723,756
                      Putnam VT Growth & Income Portfolio -       Next $500 MN     0.50%                          ----------
                      Class IB (0.83%)                            Next $5 BN       0.45%                         $10,404,575
                                                                  Next $5 BN       0.425%
                                                                  Next $5 BN       0.405%
                                                                  Next $5 BN       0.39%
                                                                  Over $35 BN      0.38%

                                                           Into   First $600 MN   0.60%        $2,080,800,000
                      Lord Abbett Growth and Income               Next $500 MN    0.55%
                       Portfolio - Class A (0.56%)                Next $400 MN    0.50%
                      Lord Abbett Growth and Income               Over $1.5 BN    0.45%
                       Portfolio - Class B (0.81%)

- --------------------- --------------------------------------------------------------------------- ----------------------------------
- --------------------- --------------------------------------------------------------------------- ----------------------------------

Substitution #11        UIF Small Company Growth                  First $1 BN      0.92%       $33,495,000       $5,198,852
                        Portfolio - Class II (1.71%)              Next $500 MN     0.85%
                                                                  Over $1.5 BN     0.80%(8)

                                                                  First $500 mm....0.88%
                                                                  Over $500 mm.....0.83%

                                                         Into
                      Met/AIM Small Cap Growth Portfolio -
                       Class B (1.15%)                                                        $952,200,000
- --------------------- --------------------------------------------------------------------------- ----------------------------------






- ---------------------------

1. The adviser has contractually agreed to reduce its advisory fee to the annual
rate of 0.345% for the first $500 million and 0.335% for the next $500 million
through 4/30/2011; for the year ended 12/31/09 the Adviser was paid an advisory
fee of 0.33% of the average daily net assets.



2. The adviser has contractually agreed to waive its advisory fee in an amount
equal to 100% of the net advisory fees Invesco receives from the affiliated
money market funds on investments by the fund of uninvested cash (excluding
investments of cash collateral from securities lending) in such affiliated money
market funds through 4/30/2010.



3. Janus Aspen Perkins Mid Cap Value Portfolio pays an investment advisory fee
rate that may be adjusted up or down depending upon the Portfolio's performance
relative to its benchmark index during the relevant measurement period. The base
advisory fee rate, prior to any performance adjustment, is 0.64% of the
Portfolio's average daily net assets for Mid Cap Value Portfolio, and may go up
or down by a variable of up to 0.15% of the Portfolio's average daily net assets
on a monthly basis. The base fee and performance adjustment are calculated using
different net assets. The base fee uses current net assets, whereas the
performance adjustment uses average net assets over a 36 month period. When
current net assets vary from average net assets over the period, the performance
adjustment can vary significantly, depending on whether net assets had been
increasing or decreasing and the amount of the increase/decrease. The
performance fee adjustment depends on the Portfolio's performance relative to
its benchmark index, the Russell Midcap Value Index, over a rolling 36 month
period. For the year ended December 31, 2009, the Portfolio's advisory fee,
including the performance fee, was 0.77%.

Janus Capital agreed by contract to waive the advisory fee payable by the
Portfolio in an amount equal to the amount, if any, that the Portfolio's normal
operating expenses in any fiscal year, including the investment advisory fee,
but excluding the distribution and shareholder servicing fee applicable to
Service Shares, the administrative services fee applicable to Service Shares,
brokerage commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses, exceed the
annual rate of 1.34%.




4. The adviser has agreed to forgo fees and/or reimburse operating expenses
(other than interest, brokerage, taxes and extraordinary expenses) so that total
annual operating expenses are not expected to exceed 1.00%. This arrangement
cannot be terminated prior to December 31, 2011 without the Board of Trustees'
consent. The manager is permitted to recapture amounts forgone or reimbursed to
the fund during the same fiscal year if the fund's total annual operating
expenses have fallen to a level below the limit described above.



5. The adviser has contractually agreed, for the period ended April 30, 2011, to
an Expense Limitation Agreement whereby total Annual Portfolio Operating
Expenses for the Class B shares of the Portfolio will not exceed 1.05%.




6. The adviser has agreed to forgo fees and/or reimburse operating expenses
(other than interest, brokerage, taxes and extraordinary expenses) so that total
annual operating expenses are not expected to exceed 0.59% for Class A shares.
This arrangement cannot be terminated prior to December 31, 2011 without the
Board of Trustees' consent. The manager is permitted to recapture amounts
forgone or reimbursed to the class during the same fiscal year if the class'
total annual operating expenses have fallen to a level below the limits
described above.



7. The adviser has contractually agreed to reduce its advisory fee to the annual
rate of 0.243% through 4/30/2011. For the year ended 12/31/09 the Adviser was
paid an advisory fee of 0.25% of the average daily net assets.



8. The adviser has voluntarily agreed to reduce its advisory fee and/or
reimburse the Portfolio so that total annual operating expenses will not exceed
1.26% of its average daily net assets. For purposes of determining the amount of
the waiver/reimbursement, the annual operating expenses of the Portfolio exclude
certain investment related expenses such as foreign country tax expense and
interest expense on amounts borrowed. As a result, the expense ratio, including
these expenses, after fee waivers/reimbursements may be higher than 1.26%.

EX-99

                                    EXHIBIT A







                    METLIFE INSURANCE COMPANY OF CONNECTICUT

                   (FORMERLY, THE TRAVELERS INSURANCE COMPANY)

                                   CERTIFICATE

         I, ERNEST J. WRIGHT, Secretary of THE TRAVELERS INSURANCE COMPANY, DO
HEREBY CERTIFY that by unanimous consent action of the Board of Directors of The
Travelers Insurance Company effective the 22nd day of October, 1993, the
following resolutions were adopted:

VOTED: That pursuant to authority granted by Section 38a-433a of the Connecticut
General Statutes, the Chairman of the Board, the President or Chief Investment
Officer, or any one of them acting alone, for the purpose of doing variable life
insurance or variable annuity business, is authorized to establish a separate
account or accounts to invest in shares of investment companies pursuant to
plans and contracts issued and sold by the Company in connection therewith.

VOTED: That the proper officers are authorized to take such action as may be
necessary to register as unit investment trust investment companies under the
Investment Company Act of 1940 the separate account or accounts to be
established to hold shares of investment companies; to file any necessary or
appropriate exemptive requests, and any amendments thereto, for such separate
account or accounts under the Investment Company Act of 1940; to file one or
more registration statements, and any amendments, exhibits and other documents
thereto, in order to register plans and contracts of the Company and interests
in such separate account or accounts in connection therewith under the
Securities Act of 1933; and to take any and all action as may in their judgment
be necessary or appropriate in connection therewith.

         I FURTHER CERTIFY that by unanimous consent action of the Board of
Directors of The Travelers Insurance Company effective the 21st day of
September, 1994, the following resolution was adopted:

VOTED: That each officer and director who may be required, on their own behalf
and in the name and on behalf of the Company, to execute one or more
registration statements, and any amendments thereto, under the Securities Act of
1933 and the Investment Company Act of 1940 relating to the separate account or
accounts to be established to invest in shares of investment companies is
authorized to execute a power of attorney appointing representatives to act as
their attorney and agent to execute said registration statement, and any
amendments thereto, in their name, place and stead; and that the Secretary, or
any Assistant Secretary designated by the Secretary, is designated and appointed
the agent for service of process of the Company under the Securities Act of 1933
and the Investment Company Act of 1940 in connection with such registration
statement, and any amendments thereto, with all the powers incident to such
appointment.

         AND I DO FURTHER CERTIFY that the foregoing actions of the said

Board of Directors is still in full force and effect.



         IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
TRAVELERS INSURANCE COMPANY at Hartford, Connecticut, this 6th day of November,
1997.

                                               By: /s/ Ernest J. Wright

                                                     Secretary







                          UNANIMOUS WRITTEN CONSENT OF
                           THE EXECUTIVE COMMITTEE OF
                            THE BOARD OF DIRECTORS OF
                       METLIFE INVESTORS INSURANCE COMPANY


         The undersigned, being the Executive Committee of the Board of
Directors of MetLife Investors Insurance Company, do hereby consent to and
unanimously adopt the following resolutions:

WHEREAS, the Company previously adopted resolutions on October 23, 1991, to
authorize the creation of separate accounts for the issuance of variable life
and variable annuity contracts; and

WHEREAS, these resolutions are intended to revise and restate such resolutions:

NOW THEREFORE BE IT RESOLVED, that the Board of Directors of the Company, hereby
authorizes and directs the officers of the Company to establish one or more
separate accounts (hereinafter "Separate Accounts"), pursuant to the provisions
of Section 376.309, RSMo and regulations adopted thereunder, for the following
use and purposes, and subject to such conditions as hereinafter set forth; and

FURTHER RESOLVED, that the empowered officers, and each of them with full power
to act without the others, with such assistance from the Company's independent
certified public accountants, legal counsel and independent consultants or
others as they may require, be, and they hereby are, severally authorized and
directed to take all action necessary to: (a) register the Separate Accounts as
unit investment trusts under the 1940 Act; (b) register the products under the
Securities Act of 1933 (the "1933 Act"); and (c) take all other actions that are
necessary in connection with the offering of the Products for sale and the
operation of the Separate Accounts in order to comply with the 1940 Act, the
1933 Act, the Securities Exchange Act of 1934 and other applicable federal laws,
including the filing of any registration statements, any undertakings, no-action
requests, consents, applications for exemptions from the 1940 Act or other
applicable federal laws, and any amendments to the foregoing as the empowered
officers of the Company shall deem necessary or appropriate.









Dated this 11th day of June, 2004



/s/ Michael K. Farrell
    -------------------
   Michael K. Farrell


/s/ James P. Bossert
    -------------------
   James P. Bossert


/s/ Richard C. Pearson
   --------------------
   Richard C. Pearson












                             WRITTEN CONSENT OF THE
                           EXECUTIVE COMMITTEE OF THE
                              BOARD OF DIRECTORS OF
                    FIRST METLIFE INVESTORS INSURANCE COMPANY


Separate Accounts and Variable Authority

WHEREAS, the Corporation is desirous of developing and marketing certain types
of variable and fixed annuity contracts, including modified guaranteed annuity
contracts, and variable life insurance contracts, which may be required to be
registered with the Securities and Exchange Commission pursuant to the various
securities laws (collectively, the "Contracts"); and

WHEREAS, it will be necessary to take certain actions in connection with the
Contracts including, but not limited to, establishing separate accounts for
segregation of assets and seeking approval of regulatory authorities;

NOW, THEREFORE, BE IT

RESOLVED, that the Corporation is hereby authorized to develop the necessary
program in order to effectuate the issuance and sale of the Contracts; and
further

RESOLVED, that the Corporation is hereby authorized to establish and to
designate one or more separate accounts of the Corporation in accordance with
the provisions of state insurance law; and that the purpose of any such separate
account shall be to provide an investment medium for such Contracts issued by
the Corporation as may be designated as participating therein; and that any such
separate account shall receive, hold, invest and reinvest only the monies
arising from (i) premiums, contributions or payments made pursuant to the
Contracts participating therein; (ii) such assets of the Corporation as shall be
deemed appropriate to be invested in the same manner as the assets applicable to
the Corporation's reserve liability under the contracts participating in such
separate accounts or as may be necessary for the establishment of such separate
accounts; and (iii) the dividends, interest and gains produced by the foregoing;
and further

RESOLVED, that the proper officers of the Corporation are hereby authorized:

         (i)      to register the Contracts participating in any such separate
                  accounts under the provisions of the Securities Act of 1933,
                  as amended, to the extent that it shall be determined that
                  such registration is necessary;

         (ii)     to register any such separate accounts with the Securities and
                  Exchange Commission under the provisions of the Investment
                  Company Act of 1940, as amended, to the extent that it shall
                  be determined that such registration is necessary;

         (iii)    to prepare, execute and file such amendments to any
                  registration statements filed under the aforementioned Acts
                  (including post-effective amendments), supplements and
                  exhibits thereto as they may be deemed necessary or desirable;

         (iv)     to apply for exemption from those provisions of the
                  aforementioned Acts as shall be deemed necessary and to take
                  any and all other actions which shall be deemed necessary,
                  desirable, or appropriate in connection with such Acts;

         (v)      to file the Contracts participating in any such separate
                  accounts with the appropriate state insurance departments and
                  to prepare and execute all necessary documents to obtain
                  approval of the insurance departments;

         (vi)     to prepare or have prepared and execute all necessary
                  documents to obtain approval of or clearance with, or other
                  appropriate actions required, of any other regulatory
                  authority that may be necessary.



         Dated:  May 14, 2003














                   ------------------------------------------------

                       METROPOLITAN LIFE INSURANCE COMPANY

                          Amended and Restated By-Laws



















                          Effective September 16, 2004

                ---------------------------------------------------








                                   ARTICLE IV

                                    OFFICERS


     Section 4.1. Chief Executive  Officer.  The Board shall determine whom from
among the officer directors shall act as Chief Executive Officer.

         Subject to the control of the Board and to the extent not otherwise
prescribed by these By-Laws, the Chief Executive Officer shall supervise the
carrying out of the policies adopted or approved by the Board, shall manage the
business of the Company and shall possess such other powers and perform such
other duties as may be incident to the office of Chief Executive Officer.

         Section 4.2 Other Officers. In addition to the Chief Executive Officer,
the Board shall elect or appoint a Chairman, a President, one or more
Vice-Presidents, a Chief Financial Officer, a Secretary, a Treasurer, a
Controller and a General Counsel, and such other officers as it may deem
appropriate, except that officers of the rank of Vice-President and below may be
elected or appointed by the Compensation Committee of the Board. Officers other
than the Chief Executive Officer shall have such powers and perform such duties
as may be authorized by these By-Laws or by or pursuant to authorization of the
Board or the Chief Executive Officer.

         All officers shall hold office at the pleasure of the Board.



                               ARTICLE V

                          EXECUTION OF PAPERS

         Section 5.1 Instruments. Any officer, or any employee or agent
designated for the purpose by the Chief Executive Officer, or a designee of the
Chief Executive Officer, shall have power to execute all instruments in writing
necessary or desirable for the corporation to execute in the transaction and
management of its business and affairs (including, without limitation, contracts
and agreements, transfers of bonds, stocks, notes and other securities, proxies,
powers of attorney, deeds, leases, releases, satisfactions and instruments
entitled to be recorded in any jurisdiction, but excluding, to the extent
otherwise provided for in these By-Laws, authorizations for the disposition of
the funds of the corporation deposited in its name and policies, contracts,
agreements, amendments and endorsement of, for or in connection with insurance
or annuities) and to affix the corporate seal.

         Section 5.2 Disposition of Funds. All funds of the corporation
deposited in its name shall be subject to disposition by check or other means,
in such manner as the Investment Committee may determine.

         Section 5.3 Policies. All policies, contracts, agreements, amendments
and endorsements, executed by the corporation as insurer, of, for or in
connection with insurance or annuities shall bear such signature or signatures
of such officer or officers as may be designated for the purpose by the Board.

         Section 5.4 Facsimile Signatures. All instruments necessary or
desirable for the corporation to execute in the transaction and management of
its business and affairs, including those set forth in Sections 5.2 and 5.3 of
these By-Laws, may be executed by use of or bear facsimile signatures as and to
the extent authorized by the Board or a committee thereof or the Chief Executive
Officer. If any officer or employee whose facsimile signature has been placed
upon any form of instrument shall have ceased to be such officer or employee
before an instrument in such form is issued, such instrument may be issued with
the same effect as if such person had been such officer or employee at the time
of its issue.






                     GENERAL AMERICAN LIFE INSURANCE COMPANY

Unanimous Consent of the Board of Directors

                           to Action Without a Meeting

                              September 21, 2009

The undersigned, being all of the directors of GENERAL AMERICAN LIFE INSURANCE
COMPANY, a Missouri life insurance corporation (the "Company"), pursuant to the
provisions of Section 351.340 of the Missouri General and Business Corporation
Law, hereby consent to the adoption without a meeting of the following
resolutions:

         RESOLVED, that the undersigned waive any notice of a special meeting in
connection with the actions contemplated by this Written Consent, and

                          Separate Account Twenty-Eight

RESOLVED, that Separate Account Twenty Eight be, and hereby is, authorized to
file a substitution order request with the SEC that, if approved, would permit
the transfer of all assets in the initial portfolio below to the corresponding
replacement portfolio below.

- ------------------------------------- -------------------------------------
Initial Portfolio                     Replacement Portfolio
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
AIM V.I. Money Market Fund            BlackRock Money Market Portfolio
- ------------------------------------- -------------------------------------


                          Separate Account Twenty-Nine

RESOLVED, that Separate Account Twenty-Nine be, and hereby is, authorized to
file a substitution order request with the SEC that, if approved, would permit
the transfer of all assets in the four initial portfolios below to the
corresponding replacement portfolios below.

- ----------------------------------- --------------------------------
Initial Portfolio                   Replacement Portfolio
- ----------------------------------- --------------------------------
- ----------------------------------- --------------------------------
AIM V.I. Technology Fund            RCM Technology Portfolio
- ----------------------------------- --------------------------------









                              General Authorization

         RESOLVED, that this Written Consent may be signed in one or more
counterparts, all of which taken together shall be deemed to constitute one and
the same document.


IN WITNESS WHEREOF, the undersigned have executed this Written Consent.


/s/ Michael K. Farrell                        /s/ James L. Lipscomb
- ----------------------------                  ----------------------------
    Michael K. Farrell                            James L. Lipscomb


/s/ William J. Mullaney                      /s/ Eric T. Steigerwalt
- ---------------------------                  -----------------------------
    William J. Mullaney                          Eric T. Steigerwalt


/s/ Stanley J. Talbi                         /s/ Michael J. Vietri
- ---------------------------                  -----------------------------
 Stanley J. Talbi                                Michael J. Vietri


/s/ William J. Wheeler
- --------------------------
 William J. Wheeler









                                METLIFE INVESTORS
                              USA INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                           Resolution of the Board of
                       Directors As Adopted November 2002


FURTHER RESOLVED, that the empowered officers, and each of them with full power
to act without the others, with such assistance from the company's independent
certified public accountants, legal counsel and independent consultants or
others as they may require, be, and they hereby are, severally authorized and
directed to take all action necessary to: (a) register the Separate Accounts as
unit investment trusts under the 1940 Act; (b) register the Products under the
Securities Act of 1933 (the "1933 Act"); and (c) take all other actions that are
necessary in connection with the offering of the Products for sale and the
operation of the Separate Accounts in order to comply with the 1940 Act, the
1933 Act, the Securities Exchange Act of 1934 and other applicable federal laws,
including the filing of any registration statements, any undertakings, no-action
requests, consents, applications for exemptions from the 1940 Act or other
applicable federal laws, and any amendments to the foregoing as the empowered
officers of the Company shall deem necessary or appropriate.










                           MET INVESTORS SERIES TRUST

                   RESOLUTION ADOPTED BY THE BOARD OF TRUSTEES




         RESOLVED, that the officers of the Trust are hereby authorized and
directed, with the assistance of legal counsel, in the name of and on behalf of
the Trust to prepare, execute, and file with the Securities and Exchange
Commission under the 1940 Act or the Securities Act of 1933, as amended, or
under both Acts, one or more other applications for exemptive or other orders
and to prepare, execute and make any and all other filings, requests for
interpretation or no-action relief or exemption from or under the statutes and
regulations of the United States of America and such other jurisdictions as such
officers determine to be necessary or appropriate with respect to the Trust.









                         METROPOLITAN SERIES FUND, INC.

                  RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS



RESOLVED, that the officers of the Corporation are, and each of them is,
authorized to prepare, execute, and file with the Securities and Exchange
Commission, applications for substitutions and exemptions, and any amendments
thereto, from provisions of the Investment Company Act of 1940 and any rules
thereunder as may, in the judgment of the officers to be acting, be desirable or
appropriate for the Corporation, and take all such other actions in connection
therewith as the officer or officers so acting deem desirable.

EX-99

                                    EXHIBIT B





                           [Name of Insurance Company]

                           [Name of Separate Account]

                               [Product Names(s)]

                       Supplement dated November __, 2009

              To the Prospectus dated May 1, 2009 (as supplemented)



         The [Name] Insurance Company (the "Company") has filed an application
with the Securities and Exchange Commission ("SEC") requesting an order to allow
the Company to remove certain variable investment options ("Existing Funds") and
substitute new options ("Replacement Funds") as shown below. The Replacement
Funds are portfolios of Met Investors Series Trust or Metropolitan Series Fund,
Inc. To the extent that a Replacement Fund is not currently available as an
investment option under your contract [policy], such Replacement Fund will be
added as an investment option on or before the date of the substitution. Please
retain this supplement and keep it with the prospectus.

         [To the extent required by law, approval of the proposed substitution
is being obtained from the state insurance regulators in certain jurisdictions.]

         The Company believes that the proposed substitutions are in the best
interest of contract [policy] holders. In each case, the Replacement Fund will
have at least similar investment objectives and policies as the Existing Fund.
The Company will bear all expenses related to the substitutions, and they will
have no tax consequences for you. The Company anticipates that, if such order is
granted, the proposed substitutions will occur on or about May 1, 2010.

         The proposed substitutions and respective advisers and/or sub-advisers
for the above-listed Contracts/Policies are:








                                                                   
Existing Fund and Current Adviser (with Current Sub-Adviser as        Replacement Fund and Sub-Adviser
noted)



- ------------------------------------------------------------          -----------------------------------------------
AIM V.I. Money Market Fund                                            BlackRock Money Market Portfolio
- --------------------------                                            --------------------------------
Invesco Advisers, Inc.                                                BlackRock Advisors, LLC

Legg Mason Partners Variable Money Market Portfolio          ->
- ---------------------------------------------------
Legg Mason Partners Fund Advisor, LLC
(Western Asset Management Company)
- ------------------------------------------------------------          -----------------------------------------------




- ------------------------------------------------------------          -----------------------------------------------
AIM V.I. Technology Fund                                              RCM Technology Portfolio
- -------------------------                                             ------------------------
Invesco Advisers, Inc.                                                RCM Capital Management LLC

DWS Technology VIP
Deutsche Investment Management Americas Inc.                 ->

- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
DWS Global Opportunities                                              Oppenheimer Global Equity Portfolio
- ------------------------                                              -----------------------------------
Deutsche Investment Management Americas Inc.                 ->       OppenheimerFunds, Inc.
- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
Janus Aspen Perkins Mid Cap Value Portfolio                           Met/Artisan Mid Cap Value Portfolio
- ----------------------------------------------------                  -----------------------------------
Janus Capital Management LLC                                 ->       Artisan Partners Limited Partnership
- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
Legg Mason Partners Variable Global Equity Portfolio                  Met/Templeton Growth Portfolio
- ----------------------------------------------------                  ------------------------------
Legg Mason Partners Fund Advisor, LLC                        ->       Templeton Global Advisors Limited
(Batterymarch Financial Management, Inc.)
- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
Legg Mason Partners S&P 500 Index Portfolio                           MetLife Stock Index Portfolio
- -------------------------------------------                           -----------------------------
Legg Mason Partners Fund Advisors, LLC                                MetLife Investment Advisors Company, LLC
(Batterymarch Financial Management, Inc.)
                                                             ->


- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
Pioneer High Yield VCT Portfolio                                      BlackRock High Yield Portfolio
- --------------------------------                                      ------------------------------
Pioneer Investment Management, Inc.                                   BlackRock Financial Management, Inc..
                                                             ->

- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
Putnam VT Equity Income Fund                                          MFS Value Portfolio
Putnam Investment Management, LLC                            ->       Massachusetts Financial Services Company


- ------------------------------------------------------------          -----------------------------------------------



- ------------------------------------------------------------          -----------------------------------------------
Putnam VT Growth and Income Portfolio                                 Lord Abbett Growth and Income Portfolio
- -------------------------------------                                 ---------------------------------------
Putnam Investment Management, LLC                            ->       Lord, Abbett Co. LLC


- ------------------------------------------------------------          -----------------------------------------------



- ------------------------------------------------------------          -----------------------------------------------
UIF Small Company Growth Portfolio                                    Met/AIM Small Cap Growth Portfolio
- ----------------------------------                                    ----------------------------------
Morgan Stanley Investment Management, Inc.                            Invesco Advisers, Inc.
   d/b/a Van Kampen                                          ->


- ------------------------------------------------------------          -----------------------------------------------




Please note that:

o        No action is required on your part at this time. You will not need to
         file a new election or take any immediate action if the SEC approves
         the substitution.

o        The elections you have on file for allocating your account value,
         premium payments and deductions will be redirected to the Replacement
         Fund unless you change your elections and transfer your funds before
         the substitution takes place.

o        You may transfer amounts in your Contract [Policy] among the variable
         investment options and the fixed option as usual. The substitution
         itself will not be treated as a transfer for purposes of the transfer
         provisions of your Contract [Policy], subject to the Company's
         restrictions on transfers to prevent or limit "market timing"
         activities by Contract owners or agents of Contract owners.

o        If you make one transfer from one of the above Existing Funds into one
         or more other subaccounts before the substitution, or from the
         Replacement Fund after the substitution, any transfer charge that might
         otherwise be imposed will be waived from the date of this Notice
         through the date that is 30 days after the substitution.

o        On the effective date of the substitution, your account value in the
         variable investment option will be the same as before the substitution.
         However, the number of units you receive in the Replacement Fund will
         be different from the number of units in your Existing Fund, due to the
         difference in unit values.

o        There will be no tax consequences to you.


         In connection with the substitutions, we will send you a prospectus for
Met Investors Series Trust and Metropolitan Series Fund, Inc., as well as notice
of the actual date of the substitutions and confirmation of transfers.

         Please contact your registered representative if you have any
questions.

     THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

EX-99

                                     EXHIBIT C








                           [Name of Insurance Company]
                           [Name of Separate Account]
                                [Product Name(s)]

                             NOTICE OF SUBSTITUTION

         The proposed substitutions of shares we notified you about earlier this
year have been completed. Shares of Met Investors Series Trust and Metropolitan
Series Fund, Inc. have taken the place of the Existing Funds as variable
investment options in your Contract [Policy] as shown below.

















                                                                   
Prior Fund                                                            Replacement Fund of MIST or Met Series Fund

- ------------------------------------------------------------          -----------------------------------------------
AIM Money Market Fund                                                 BlackRock Money Market Portfolio
- ---------------------                                                 --------------------------------
Invesco Advisers, Inc.                                                BlackRock Advisors, LLC

Legg Mason Western Asset Variable Money Market
Portfolio
- -----------------------------------------------------------

Legg Mason Partners Fund Advisor, LLC
(Western Asset Management Company)
- ------------------------------------------------------------          -----------------------------------------------




- ------------------------------------------------------------          -----------------------------------------------
AIM V.I. Technology Fund                                              RCM Technology Portfolio
- -------------------------                                             ------------------------
Invesco Advisers, Inc.                                                RCM Capital Management  LLC

DWS Technology VIP Fund
- --------------------------
Deutsche Investment Management Americas Inc.
..                                                            ->

- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
DWS Global Opportunities                                              Oppenheimer Global Equity Portfolio
- ------------------------                                              -----------------------------------
Deutsche Investment Management Americas Inc.                 ->       Oppenheimer Funds, Inc.
- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
Janus Aspen Perkins Mid Cap Value Portfolio                           Met/Artisan Mid Cap Value Portfolio
- ----------------------------------------------------                  -----------------------------------
Janus Capital Management LLC                                 ->       Artisan Partners Limited Partnership
- ------------------------------------------------------------          -----------------------------------------------



- ------------------------------------------------------------          -----------------------------------------------

Legg Mason Batterymarch Variable Global Equity Portfolio              Met/Templeton Growth Portfolio
- ----------------------------------------------------                  ------------------------------
Legg Mason Partners Fund Advisors, LLC                       ->       Templeton Global Advisors Limited
(Batterymarch Financial Management, Inc.)

- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------

Legg Mason Batterymarch S&P 500 Index Portfolio                       MetLife Stock Index Portfolio
- ----------------------------------------------------                  ------------------------------
Legg Mason Partners Fund Advisor, LLC                                 MetLife Investment Advisors Company, LLC
Batterymarch Financial Management, Inc.



- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
Pioneer High Yield VCT Portfolio                                      BlackRock High Yield Portfolio
- --------------------------------                                      ------------------------------
Pioneer Investment Management, Inc.                                   BlackRock Financial Management, Inc.
                                                             ->
- ------------------------------------------------------------          -----------------------------------------------



- ------------------------------------------------------------          -----------------------------------------------
Putnam VT Growth and Income Portfolio                                 Lord Abbett Growth and Income Portfolio
- -------------------------------------                                 ---------------------------------------
Putnam Investment Management, LLC                                     Lord, Abbett & Co. LLC
                                                             ->


- ------------------------------------------------------------          -----------------------------------------------


- ------------------------------------------------------------          -----------------------------------------------
UIF Small Company Growth Portfolio                                    Met/AIM Small Cap Growth Portfolio
- ----------------------------------                                    ----------------------------------
Morgan Stanley Investment Management, Inc. d/b/a                      Invesco Advisers, Inc.
     Van Kampen                                              ->


- ------------------------------------------------------------          -----------------------------------------------



Your account value in the variable investment option is the same as before the
substitution. However, the number of units you received in the Replacement Fund
may be different from the number of units in your Prior Fund, due to any
difference in unit values.

The elections you had on file for the Prior Fund for the allocation of account
value, premium payments and deductions have been redirected to the Replacement
Fund. If you are in the Accumulation Phase (the Purchase Period) of your
Contract [Policy], you may make one transfer of amounts in your Contract
[Policy], among one or more of the variable investment options and the fixed
option without restrictions as usual, subject to the Company's "market timing"
restrictions. If you are in the Payout Period of your Contract [Policy], you may
make one transfer of amounts in your Contract [Policy] among one or more of the
variable investment options in the next 30 days subject to the Company's "market
timing" restrictions.

Please contact us at 1-800-________________ if you have any questions.