Investment Company Act of 1940: Metropolitan Life Insurance Co. et al.,

 
CONTENT

[Federal Register: March 2, 2004 (Volume 69, Number 41)]

[Notices]

[Page 9871-9880]

From the Federal Register Online via GPO Access [wais.access.gpo.gov]

[DOCID:fr02mr04-93]

SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-26368; File No. 812-12908]

Metropolitan Life Insurance Company, et al.

February 25, 2004. AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order of exemption pursuant to Section 26(c) of the Investment Company Act of 1940 (the ``1940 Act'') approving a substitution of securities.

Applicants: Metropolitan Life Insurance Company (``MetLife'') and New England Life Retirement Investment Account (the ``Separate Account'') (together, the ``Applicants'').

Filing Dates: The application was filed on December 10, 2002, and amended and restated on February 23, 2004.

Summary of Application: The Applicants request an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of certain classes of shares of certain portfolios of the Metropolitan Series Fund, Inc. (the ``Replacement Portfolios'') for Class A shares of certain portfolios of the CDC Nvest Cash Management Trust, CDC Nvest Funds Trust I, and CDC Nvest Funds Trust II (the ``Substituted Portfolios'').

Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on March 26, 2004, and should be accompanied by proof of service on Applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons may request notification of a hearing by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0604. Applicants, c/o Marie C. Swift, Esq. and Michele H. Abate, Esq., Metropolitan Life Insurance Company, 501 Boylston Street, Boston, MA 02116. Copy to Stephen E. Roth, Esq., Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, NW., Washington, DC 20004-2415.

FOR FURTHER INFORMATION CONTACT: Alison White, Senior Counsel, or Lorna MacLeod, Branch Chief, Division of Investment Management, Office of Insurance Products, at (202) 942-0670.

SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee from the Public Reference Branch of the Commission, 450 5th Street, NW., Washington, DC 20549 (tel. (202) 942-8090).

Applicants' Representations

  1. MetLife is a life insurance company that is domiciled in New York and is a wholly owned subsidiary of MetLife, Inc., a publicly traded company. With approximately $331.7 billion of assets under management as of June 30, 2003, MetLife provides individual insurance and investment products to approximately 12 million individuals in the United States. MetLife also provides group insurance and investment products to 37 million employees and family members through their plan sponsors. MetLife operates as a life insurance company in all 50 states, the District of Columbia, and Puerto Rico. Outside the U.S., the MetLife companies have insurance operations in 12 countries serving approximately 8 million customers.

  2. The Separate Account is a separate investment account of MetLife and is registered under the 1940 Act as a unit

    [[Page 9872]]

    investment trust. The Separate Account serves as a funding vehicle for variable annuity contracts known as Preference (the ``Contracts''), which are no longer available for purchase. The Contracts were initially issued by New England Mutual Life Insurance Company, and subsequent to its merger with and into MetLife, MetLife assumed all of the liabilities and obligations under the Contracts. The Separate Account is a ``separate account'' as defined in Section 2(a)(37) of the 1940 Act.

    The terms of the Contracts funded by the Separate Account permit Contract owners to transfer contract value under the Contracts among subaccounts during the accumulation period and to exchange annuity units during the annuity period. MetLife does not currently impose a charge in connection with a transfer, but has reserved the right to do so (not to exceed $5). MetLife does not limit the number of transfers permitted each contract year, but does require a minimum transfer amount of $25.

  3. New England Securities Corporation (``NES'') serves as principal underwriter and distributor for the Contracts. NES is an indirect wholly owned subsidiary of New England Life Insurance Company (``NELICO''), which in turn is a subsidiary of MetLife. NES is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the NASD.

  4. The Metropolitan Series Fund, Inc. (the ``Metropolitan Fund'') is registered as an open-end management investment company under the 1940 Act and currently offers thirty-six separate investment portfolios, five of which would be involved in the proposed substitution. The Metropolitan Fund issues a separate series of shares of beneficial interest in connection with each portfolio, and has registered such shares under the Securities Act of 1933 (``1933 Act'') on Form N-1A. Shares of the Metropolitan Fund are offered only to separate accounts established by MetLife, NELICO, MetLife Investors USA Insurance Company, General American Life Insurance Company, or other insurance companies affiliated with any of these insurance companies and to certain eligible qualified retirement plans. The general public may not purchase Metropolitan Fund shares directly.

  5. MetLife Advisers LLC serves as the investment adviser to each Replacement Portfolio. MetLife Advisers is an indirect wholly owned subsidiary of NELICO. MetLife Advisers receives an investment advisory fee from each Replacement Portfolio it manages. MetLife Advisers has contracted with subadvisers to make the day-to-day investment decisions for all Replacement Portfolios it manages. Subadvisers are compensated by MetLife Advisers, and not by the Metropolitan Fund. MetLife Advisers derives the amounts that it pays the subadvisers from its own investment advisory fees. The following are the subadvisers for the Replacement Portfolios:

    Replacement Portfolios

    Subadviser

    Metropolitan Fund Alger Equity Growth Fred Alger Management, Inc. Portfolio. Metropolitan Fund Harris Oakmark Large Cap Harris Associates L.P. Value Fund. Metropolitan Fund Davis Venture Value Davis Selected Advisers, Portfolio.

    L.P. Metropolitan Fund State Street Research State Street Research & Bond Income Portfolio.

    Management Company. Metropolitan Fund State Street Research State Street Research & Money Market Portfolio.

    Management Company.

  6. CDC Nvest Cash Management Trust, CDC Nvest Funds Trust I, and CDC Nvest Funds Trust II are registered as open-end management investment companies under the 1940 Act. CDC Nvest Cash Management Trust currently offers one separate investment series, which would be involved in the proposed substitution. CDC Nvest Funds Trust I currently offers nine separate investment series, three of which would be involved in the proposed substitution. CDC Nvest Funds Trust II currently offers two separate investment series, one of which would be involved in the proposed substitution. CDC Nvest Cash Management Trust issues a separate series of shares of beneficial interest in connection with its portfolio, the CDC Nvest Cash Management Trust--Money Market Series, and has registered such shares under the 1933 Act on Form N-1A. CDC Nvest Funds Trust I issues a separate series of shares of beneficial interest in connection with each of its portfolios, and has registered such shares under the 1933 Act on Form N-1A. CDC Nvest Funds Trust II issues a separate series of shares of beneficial interest in connection with each of its portfolios, and has registered such shares under the 1933 Act on Form N-1A. Shares of the portfolios of the CDC Nvest Cash Management Trust, the CDC Nvest Funds Trust I, and the CDC Nvest Funds Trust II are offered to the general public, as well as through the Contracts.

  7. CDC IXIS Asset Management Advisers, L.P. (``CDC IXIS Advisers'') serves as the investment manager to each Substituted Portfolio in the CDC Nvest Funds Trust I and CDC Nvest Funds Trust II, except for the CGM Advisor Targeted Equity Fund, for which Capital Growth Management Limited Partnership (``CGM''), an affiliate of CDC IXIS Advisers, serves as the investment adviser and Loomis Sayles Core Plus Bond Fund, for which Loomis, Sayles & Company, L.P. (``Loomis Sayles''), an affiliate of CDC IXIS Advisers, serves as investment adviser. CDC IXIS Advisers also serves as the investment manager to the Money Market Series of the CDC Nvest Cash Management Trust. As the investment managers to their respective portfolios, CDC IXIS Advisers, Loomis Sayles and CGM receive investment advisory fees from the portfolios. CDC IXIS Advisers, Loomis Sayles and CGM are also responsible for the day-to-day investment management responsibility of certain portfolios they manage, including the Substituted Portfolios. CDC IXIS Advisers has contracted with subadvisers to make the day-to-day investment decisions for the Substituted Portfolios it manages. The amount of investment management fee payable to CDC IXIS Advisers is offset by the amount of investment advisory fee payable to the subadvisers. The following are the subadvisers for the Substituted Portfolios:

    Substituted Portfolios

    Subadviser(s)

    CGM Advisor Targeted Equity Fund.......... Not Applicable. Harris Associates Growth and Income Fund.. Harris Associates L.P. CDC Nvest Star Value Fund................. Harris Associates L.P., Loomis, Sayles & Company, L.P., Vaughan Nelson Investment Management, L.P., Westpeak Global Advisors, L.P. Loomis Sayles Core Plus Bond Fund......... Not Applicable. CDC Nvest Cash Management Trust--Money Reich & Tang Asset Market Series.

    Management, LLC.

  8. Met Life proposes the following substitution of certain classes of shares of the Replacement Portfolios for Class A shares of the Substituted Portfolios (the ``Substitutions''):

    [[Page 9873]]

    Substituted Portfolios

    Replacement Portfolios

    Class A shares of the GM Advisor

    Class B shares of the Alger Targeted Equity Fund of the CDC Nvest Equity Growth Portfolio of the Funds Trust I.

    Metropolitan Series Fund, Inc. Class A shares of the Harris Associates Class B shares of the Harris Growth and Income Fund of the CDC

    Oakmark Large Cap Value Fund Nvest Funds Trust II.

    of the Metropolitan Series Fund, Inc. Class A shares of the CDC Nvest Star Class B shares of the Davis Value Fund of the CDC Nvest Funds

    Venture Value Portfolio of the Trust I.

    Metropolitan Series Fund, Inc. Class A shares of the Loomis Sayles Class B shares of the State Core Plus Bond Fund of the CDC Nvest Street Research Bond Income Funds Trust I.

    Portfolio of the Metropolitan Series Fund, Inc. Class A shares of the Money Market Class B shares of the State Series of the CDC Nvest Cash

    Street Research Money Market Management Trust.

    Portfolio of the Metropolitan Series Fund, Inc.

  9. The following chart sets out the investment objectives and certain policies of the Substituted Portfolios and the Replacement Portfolios, as stated in their respective prospectuses and statements of additional information.

    Substituted Portfolios

    Replacement Portfolios

    CGM Advisor Targeted Equity Fund Metropolitan Fund Alger Equity Growth Portfolio Investment Objective: The Fund seeks Investment Objective: The long-term growth of capital through investment objective of the investment in equity securities of Metropolitan Fund Alger Equity companies whose earnings are expected Growth Portfolio is long-term to grow at a faster rate than that of capital appreciation. the overall United States economy.. Investment Strategies: Under normal Investment Strategies: Fred market conditions, the Fund will

    Alger Management, Inc. invest at least 80% of its net assets (``Alger''), subadviser to the in equity investments. The Fund will Portfolio, invests, under generally invest in a focused

    normal circumstances, the portfolio of common stocks of large Portfolio's assets primarily capitalization companies that CGM

    in growth stocks. Alger will expects will grow at a faster rate ordinarily invest at least 80% than that of the overall United States of the Portfolio's assets in economy. When CGM believes that market equity securities. The conditions warrant, however, CGM may Portfolio will invest in select stocks based upon overall

    equity securities of issuers economic factors such as the general with a market capitalization economic outlook, the level and

    of $1 billion or greater. direction of interest rates and

    Alger seeks out and invests potential impact of inflation. The primarily in companies that Fund will not invest in small

    are traded on domestic stock capitalization companies..

    exchanges or in the domestic The Fund may also invest a significant over-the counter market. The portion of its assets in a single

    companies Alger chooses for industry sector, invest in foreign the Portfolio may still be in securities, invest in other investment the development stage, may be companies and invest in real estate older companies that appear to investment trusts..

    be entering a new stage of growth progress due to factors like management changes or development of new technologies, products or markets, or may be companies providing products or services with a high unit volume growth rate. Alger focuses on fundamental characteristics of individual companies and does not allocate assets based on specific industry sectors.

    Harris Associates Growth and Income

    Metropolitan Fund Harris Fund

    Oakmark Large Cap Value Fund Investment Objective: The Fund seeks Investment Objective: The opportunities for long-term capital investment of the Metropolitan growth and income..

    Fund Harris Oakmark Large cap Value Fund is long-term capital appreciation. Investment Strategies: Under normal Investment Strategies: Harris market conditions, the Fund will

    Associates L.P. (``Harris''), invest substantially all of its assets subadviser to the Portfolio, in common stocks of large and mid- will invest under normal capitalization companies in any

    market conditions at least 80% industry..

    the Portfolio's assets in The Fund's subadviser, Harris

    equity securities of large Associates L.P. (``Harris''), uses a capitalization U.S. companies. value investment philosophy in

    This minimum may be changed on selecting equity securities for the 60 days' notice. Harris Fund, based on the belief that, over defines large capitalization time, a company's stock price

    companies as those, at the converges with that company's true time of purchase, with a business value. Harris defines ``true market capitalization larger business value'' to mean its estimate than the market capitalization of the price a knowledgeable buyer of the smallest company would pay to acquire the entire

    included in the Russell 1000 business..

    Index. As of June 30, 2002, The Fund may invest in foreign

    this included companies with securities traded in U.S. markets

    capitalizations of (through American Depositary Receipts approximately $1.3 billion and or stocks sold in U.S. dollars..

    above. Harris may invest up to 20% of the Portfolio's total assets in fixed-income securities, including investment grade securities and high yield debt.

    CDC Nvest Star Value Fund

    Metropolitan Fund Davis Venture Value Portfolio Investment Objective: The Fund seeks a Investment Objective: The reasonable, long-term investment

    investment objective of the return from a combination of market Metropolitan Fund Davis appreciation and dividend income from Venture Value Portfolio is equity securities..

    growth of capital.

    [[Page 9874]]

    Investment Strategies: Under normal Investment Strategies: Davis market conditions, the Fund invests Selected Advisers, L.P. substantially all of its assets in (``Davis Selected''), equity securities. The Fund primarily subadviser to the Portfolio, will invest in the common stocks of invests, under normal mid- and large-capitalization

    circumstances, the majority of companies of various industries. The the Portfolio's assets companies in which the Fund invests primarily in equity securities are value-oriented according to one or of companies with market more of the following measures: price- capitalizations of at least to-earnings ratio, return on equity, $10 billion. Davis Selected dividend yield, price-to-book value searches for companies that it ratio or price-to-sales ratio..

    believes are of high quality Subject to the allocation policies

    and whose stocks are selling adopted by the Fund's Board of

    at attractive prices with the Trustees, CDC IXIS Advisers generally intention of holding them for allocates capital invested in the Fund the long term. Davis Selected equally among four segments which are believes that managing risk is managed by the subadvisers set forth the key to delivering superior in this column below. Each subadviser long-term investment results; manages its segment of the fund's

    therefore, it considers how assets in accordance with its

    much could potentially be lost distinctive investment style and

    on an investment before strategy..

    considering how much might be The segment of the Fund managed by

    gained. Harris Associates L.P. (``Harris'') Davis Selected has developed a primarily invests in common stocks of list of ten characteristics mid- and large-capitalization

    that it believes allow companies that Harris believes are companies to sustain long-term trading at a substantial discount to growth and minimize risks to the company's ``true business value.''. enhance their potential for A segment of the Fund is managed by superior long-term returns. Loomis, Sayles & Company, L.P. by Davis Selected does not have using a fundamental research in a

    particular allocation value-oriented selection process to strategies, and emphasizes seek companies with the following

    individual stock selection characteristics; low price-to-earnings rather than industry sectors. ratios based on earnings estimates; Davis Selected relies heavily competitive return on equity;

    on its evaluation of the competitive current and estimated

    management of potential dividend yield; and favorable earnings investments, and will prospects..

    ordinarily visit the managers A segment of the Fund is managed by at their place of business to Vaughan Nelson Investment Management, gain insight into the relative L.P. by using rigorous fundamental value of different companies. research and active management to analyze a broad selection of company or industry sectors and to seek companies with market capitalizations of at least $2 billion with the following characteristics: strong balance sheets; growing cash flows; reasonable valuations based upon discounted cash flow models; stable and proven management teams; and high relative dividend yield.. A segment of the Fund is managed by Westpeak Global Advisors, L.P. by constructing a portfolio of recognizable, reasonably priced stocks by combining its experience and judgment with a dynamic weighting process known as ``portfolio profiling.'' Using proprietary research based on economic, market and company specific information, Westpeak analyzes each stock and ranks them based on factors such as: earnings-to- price ratios, earnings growth rates, positive earnings surprises, book-to- price ratios and dividend yields. Westpeak invests in stocks of companies in the Russell 3000 Index..

    Loomis Sayles Core Plus Bond Fund Metropolitan Fund State Street Research Bond Income Portfolio Investment Objective: The Fund seeks a Investment Objective: The high level of current income

    investment objective of the consistent with what the Fund

    Metropolitan Fund State Street considers reasonable risk. It invests Research Bond Income Portfolio primarily in corporate and U.S.

    is a competitive total return government bonds..

    primarily from investing in fixed-income securities. Investment Strategies: Under normal Investment Strategies: State market conditions, the Fund will

    Street Research & Management invest primarily in U.S. corporate and Company (``State Street U.S. government bonds. It will adjust Research''), subadviser to the to changes in the relative strengths Portfolio, invests, under of the U.S. corporate or U.S.

    normal circumstances, at least government bond markets by shifting 80% of the Portfolio's assets the relative balance between the two. in fixed-income securities. The Fund will invest at least 80% of The Portfolio may invest in its net assets in bond investments. In investment grade fixed-income addition, the Fund will invest at

    securities, obligations of the least 80% of its assets in investment- U.S. Treasury or any U.S. grade bonds (those rated BBB or higher government agency, mortgage- by Standard & Poor's Ratings Group backed and asset-backed (``S&P'') or Baa or higher by Moody's securities, corporate debt Investors Service, Inc. (``Moody's'') securities of U.S. and foreign or, if unrated, of comparable quality issuers, and cash equivalents. as determined by Loomis Sayles and The Portfolio may also invest will generally maintain an average in securities through Rule effective maturity of ten years or 144A and other private less. The Fund may also purchase lower- placement transactions. quality bonds (those rated below BBB In addition, the Portfolio may by S&P and below Baa by Moody's, also invest up to 20% of its total known as junk bonds'')..

    assets in high yield The Fund may also invest in foreign securities. It may also invest securities, including those of

    up to 20% of its total assets emerging markets, and related currency in foreign securities and up hedging transactions. The Fund may to 10% of its total assets in also invest in Rule 144A securities, securities of issuers located Foreign securities, including emerging in developing or emerging markets, and related currency hedging market countries. The 10% transactions and mortgage-related

    limit on emerging market securities..

    securities will not be counted toward the limits on foreign or high yield securities. No combination of investments in high yield securities, foreign securities or emerging market securities will exceed 30% of the Portfolio's total assets.

    CDC Nvest Cash Management Trust--Money Metropolitan Fund State Street Market Series

    Research Money Market Portfolio Investment Objective: The Fund seeks Investment Objective: The maximum current income consistent with investment objective of the preservation of capital and liquidity.. Metropolitan Fund State Street Research Money Market Portfolio is a high level of current income consistent with preservation of capital.

    [[Page 9875]]

    Investment Strategies: The Fund will Investment Strategies: State invest up to 100% of its assets in Street Research, subadviser to high-quality, short-term, U.S. dollar- the Portfolio, invests the denominated money market investments Portfolio, invests the issued by U.S. and foreign issuers. To Portfolio's assets in a preserve investors' capital, the Fund managed portfolio of money seeks to maintain a stable $1.00 share market instruments. The price. Some of the Fund's portfolio Portfolio may invest in the positions include certificates of

    highest quality, short-term deposit, bankers' acceptances or bank money market instruments or in notes, securities issued or guaranteed U.S. government securities. by the U.S. government, commercial The Portfolio may invest in paper, repurchase agreements, other commercial paper and asset- corporate debt obligations cash..

    backed securities, including those issued in Rule 144A and other private placement transactions. The Portfolio also may invest in U.S. dollar- denominated securities issued by foreign companies or banks or their U.s. affiliates. The Portfolio may invest all of its assets in any one type of security.

  10. The following chart compares the fees paid for advisory services for the fiscal year ended December 31, 2002 (fiscal year ended June 30, 2003 for the CDC Nvest Cash Management Trust--Money Market Series and fiscal year ended September 30, 2003 for the Loomis Sayles Core Plus Bond Fund), expressed as an annual percentage of average daily net assets, by each Substituted Portfolio and each Replacement Portfolio. The advisory fee rate for the Harris Associates Growth and Income Fund is the pro forma fee rate that the Fund would have incurred for the fiscal year ended December 31, 2002 assuming that the combination of the Growth and Income Fund and the CDC Nvest Balanced Fund, which occurred in June 2003, had occurred on January 1, 2002.

    Substituted portfolios Replacement portfolios CGM Advisor Targeted Equity

    0.69% Metropolitan

    0.75% Fund.

    Fund Alger Equity Growth Portfolio. Harris Associates Growth and

    0.67% Metropolitan

    0.75% Income Fund.

    Fund Harris Oakmark Large Cap Value Fund. CDC Nvest Star Value Fund....

    0.75% Metropolitan

    0.75% Fund Davis Venture Value Portfolio. Loomis Sayles Core Plus Bond

    0.41% Metropolitan

    0.40% Fund.

    Fund State Street Research Bond Income Portfolio. CDC Nvest Cash Management

    0.40% Metropolitan

    0.35% Trust--Money Market Series.

    Fund State Street Research Money Market Portfolio.

  11. The following charts compare the total operating expenses (before and after any waivers and reimbursements) for the fiscal year ended December 31, 2002 (fiscal year ended June 30, 2003 for the CDC Nvest Cash Management Trust--Money Market Series and fiscal year ended September 30, 2003 for the Loomis Sayles Core Plus Bond Fund), expressed as an annual percentage of average daily net assets, of the Substituted Portfolios and the Replacement Portfolios. The total operating expenses for the Harris Associates Growth and Income Fund are the pro forma expenses that the Fund would have incurred for the fiscal year ended December 31, 2002 assuming that the Growth and Income Fund and the CDC Nvest Balanced Fund combined as of January 1, 2002. The Substituted Portfolios, other than the Money Market Series of the CDC Nvest Cash Management Trust, and the Replacement Portfolios have adopted plans pursuant to Rule 12b-1 under the 1940 Act.

    [In percent]

    Replacement Substituted Portfolio Portfolio Metropolitan CGM Advisor Fund Alger Targeted Equity Equity Fund Growth (Class A) Portfolio (Class B)

    Management Fees..............................

    0.69

    0.75 Distribution and/or Service (12b-1) Fees.....

    0.25

    0.25 Other Expenses...............................

    0.53

    0.04

    Total Operating Expenses.....................

    1.47

    1.04 Less Expense Waivers and Reimbursements......

    N/A

    N/A

    Net Operating Expenses.......................

    1.47

    1.04

    [[Page 9876]]

    [In percent]

    Replacement Substituted Portfolio Portfolio Metropolitan Harris Fund Harris Associates Oakmark Growth and Large Cap Income Fund Value Fund (Class A) (Class B)

    Management Fees..............................

    0.67

    0.75 Distribution and/or Service (12b-1) Fees.....

    0.25

    0.25 Other Expenses...............................

    0.61

    0.08

    Total Operating Expenses.....................

    1.53

    1.08 Less Expense Waivers and Reimbursements......

    N/A

    N/A

    Net Operating Expenses.......................

    1.53

    1.08

    [In percent]

    Replacement Substituted Portfolio Portfolio Metropolitan CDC Nvest Fund Davis Star Value Venture Fund

    Value (Class A) Portfolio (Class B)

    Management Fees..............................

    0.75

    0.75 Distribution and/or Service (12b-1) Fees.....

    0.25

    0.25 Other Expenses...............................

    0.68

    0.05

    Total Operating Expenses.....................

    1.68

    1.05 Less Expense Waivers and Reimbursements......

    N/A

    N/A

    Net Operating Expenses.......................

    1.68

    1.05

    [In percent]

    Replacement Substituted Portfolio Portfolio Metropolitan Loomis Fund State Sayles Core Street Plus Bond Research Fund Bond Income (Class A) Portfolio (Class B)

    Management Fees..............................

    0.41

    0.40 Distribution and/or Service (12b-1) Fees.....

    0.25

    0.25 Other Expenses...............................

    0.62

    0.11

    Total Operating Expenses.....................

    1.28

    0.76 Less Expense Waivers and Reimbursements......

    N/A

    N/A

    Net Operating Expenses.......................

    1.28

    0.76

    [In percent]

    Substituted Replacement Portfolio Portfolio CDC Nvest Metropolitan Cash Fund State Management Street Trust--Money Research Market Money Market Series Portfolio (Class A) (Class B)

    Management Fees.............................

    0.40

    0.35 Distribution and/or Service (12b-1) Fees....

    N/A

    0.25 Other Expenses..............................

    0.48

    0.08

    Total Operating Expenses....................

    0.88

    0.68

    [[Page 9877]]

    Less Expense Waivers and Reimbursements.....

    N/A

    N/A

    Net Operating Expenses......................

    0.88

    0.68

  12. The following chart illustrates the average annual total returns for the Substituted Portfolios:

    Substituted Portfolios [In percent]

    CDC Nvest Harris

    Loomis

    Cash CGM Advisor Associates CDC Nvest Sayles Core Management Average Annual Total Returns For the Periods Targeted Growth and Star Value Plus Bond Trust-Money Ended 9/30/03 (Before Taxes)

    Equity Fund Income Fund Fund

    Fund

    Market (Class A) (Class A) (Class A) (Class A) Series (Class A)

    One Year.......................................

    7.99

    22.60

    25.57

    10.48

    0.55 Five Years.....................................

    0.49 (1.00)

    1.04

    4.88

    3.25 Ten Years......................................

    7.67

    7.91

    7.32

    6.23

    3.90

    The following chart illustrates the average annual total returns for the Replacement Portfolios (performance information shown for the periods prior to the inception of Class B of each series is the performance of Class A of each series adjusted to reflect the expenses of Class B):

    Replacement Portfolios [In percent]

    Metropolitan Metropolitan Metropolitan Metropolitan Metropolitan Fund State Fund State Fund Alger Fund Harris Fund Davis Street

    Street Average Annual Total Returns For the

    Equity

    Oakmark Venture Research Research Periods Ended 9/30/03 (Before Taxes)

    Growth Large Cap Value Bond Income Money Market Portfolio Value Fund Portfolio Portfolio Portfolio (Class B) (Class B) (Class B) (Class B) (Class B)

    One Year..................................

    23.84

    21.67

    21.89

    6.97

    0.69 Five Years................................

    0.44

    N/A

    5.56

    5.95

    3.42 Ten Years.................................

    N/A

    N/A

    N/A

    6.83

    4.06 Since Inception...........................

    10.36

    2.93

    12.11

    N/A

    N/A

  13. Pursuant to its authority under the Contracts and the prospectus describing the same, and subject to the approval of the Commission under Section 26(c) of the 1940 Act, MetLife proposes the Substitutions described above. Applicants propose to redeem shares of each of the Substituted Portfolios for cash. The proceeds of these redemptions will then be used to purchase shares of the Replacement Portfolios. Redemption requests and purchase orders will be placed simultaneously so that the contract values will remain fully invested at all times.

  14. The proposed Substitutions are part of an overall business plan involving the management of MetLife. MetLife is seeking to make its products, including the Contracts, more competitive and more efficient to administer and oversee. MetLife has also been reviewing the efficiencies and structures of the funds it offers as investment options under the Contracts. MetLife believes that more concentrated and streamlined operations for investment options could result in increased operational and administrative efficiencies and economies of scale for its Contract owners. In connection with these efforts, MetLife has determined that the funds currently offered under the Contracts warrant replacement.

  15. After considering the Substituted Portfolios' performance and generally declining asset growth to date, the Applicants determined that it would be both difficult to find replacement funds which mirror the investment objectives

    [[Page 9878]]

    and strategies of the Substituted Portfolios, and inadvisable to do so. Rather, the Applicants determined that it was in the best interests of Contract owners to eliminate the Substituted Portfolios as investment options and to substitute Contract owners into portfolios that have comparable investment objectives with greater expectations for growth and performance. To accomplish this goal, the Applicants evaluated investment objectives and strategies, expense ratios, performance history, and asset sizes of other investment options offered in other variable contracts issued by MetLife in order to identify the most appropriate choices as Replacement Portfolios.

  16. Although not identical, the investment objectives and strategies of the Replacement Portfolios are comparable to those of their corresponding Substituted Portfolios. Both the Metropolitan Fund Alger Equity Growth Portfolio and the CGM Advisor Targeted Equity Fund invest principally in growth stocks of large cap companies. Both the Metropolitan Fund Harris Oakmark Large Cap Value Fund and the Harris Associates Growth and Income Fund invest principally in stocks of large cap companies that are considered undervalued. While the name of the Substituted Portfolio suggests a greater emphasis on dividend income, the dividend yield of the two funds, as of December 31, 2003, was virtually identical. Similarly, while the CDC Nvest Star Value Fund may seek dividend income from its equity holdings, the fund's dividend yield as of December 31, 2003 was virtually the same as that of its Replacement Portfolio. Finally, both the Metropolitan Fund State Street Research Bond Income Portfolio and the Loomis Sayles Core Plus Bond Fund invest principally in investment grade fixed-income securities.

  17. In each case, the types of investment advisory and administrative services provided to the Replacement Portfolios by MetLife Advisers are comparable to the types of investment advisory and administrative services provided to the Substituted Portfolios by CDC IXIS Advisers, Loomis Sayles and CGM. Thus, the level and quality of services will remain high. Additionally, utilization of the Replacement Portfolios will permit Contract owners to continue to pursue comparable objectives after the Substitutions.

  18. MetLife believes that the elimination of the Substituted Portfolios as investment options will make its Contracts more efficient to administer and oversee and, thus, more cost-efficient and attractive to customers. As the Replacement Portfolios are already offered in other variable contracts issued by MetLife, moving the assets from the Substituted Portfolios to the Replacement Portfolios will permit MetLife to administer the Contracts through a newer administration system which will decrease costs and increase efficiency. Also, as the Replacement Portfolios are offered through other MetLife variable contracts, the costs of sending reports, data transfer, and other communications with the Portfolios will decrease due to efficiencies of dealing with the same fund complex across multiple product lines. Overall, Applicants can achieve better economies of scale by offering the Replacement Portfolios as investment options, which will benefit Contract owners. Applicants believe that replacing the Substituted Portfolios with the Replacement Portfolios is appropriate and in the best interests of Contract owners, who will benefit from investments in underlying funds with increasing or consistent asset bases, better performance, and lower overall expenses than currently is the case with the Substituted Portfolios.

  19. MetLife will effect the Substitutions as soon as practicable following the issuance of the requested order as follows. As of the effective date of the Substitutions (``Effective Date''), shares of each Substituted Portfolio will be redeemed in cash by MetLife. The proceeds of such redemptions will then be used to purchase shares of each Replacement Portfolio, with each subaccount of the Separate Account investing the proceeds of its redemption from a Substituted Portfolio in the corresponding Replacement Portfolio. All redemptions of shares of the Substituted Portfolios and purchases of shares of the Replacement Portfolios will be effected in accordance with Rule 22c-1 of the Act.

  20. The Substitutions will take place at relative net asset value 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 investments in any of the subaccounts. Contract owners will not incur any additional fees or charges as a result of the Substitutions, nor will their rights or MetLife's obligations under the Contracts be altered in any way. All expenses incurred in connection with the Substitutions, including legal, accounting, transactional, and other fees and expenses, including brokerage commissions, will be paid by MetLife. In addition, the Substitutions will not impose any tax liability on Contract owners. The Substitutions will not cause the Contract fees and charges currently paid by existing Contract owners to be greater after the Substitutions than before the Substitutions. MetLife will not exercise any right it may have under the Contracts to impose restrictions on transfers under the Contracts for a period of at least thirty days following the Substitutions.

  21. For a period of two years from the date of the Substitution, MetLife will not increase Contract charges or total Separate Account charges (net of any waiver or reimbursements) of the subaccounts that invest in the Metropolitan Fund Davis Venture Value Portfolio or the Metropolitan Fund State Street Research Bond Income Portfolio. If the total operating expenses for the Davis Venture Value Portfolio or the State Street Research Bond Income Portfolio (taking into account any expense waiver or reimbursement) for any fiscal quarter for the two- year period following the date of Substitution exceed on an annualized basis the net expense ratio for its corresponding Substituted Portfolio for the fiscal year ended December 31, 2002 (for the CDC Nvest Star Value Fund), or fiscal year ended September 30, 2003 (for the Loomis Sayles Core Plus Bond Fund), MetLife will reduce (through waiver or reimbursement) the Separate Account expenses paid during that quarter of the subaccount that invests in such Replacement Portfolio to the extent necessary to offset the amount by which the Replacement Portfolio's expense ratio for such period exceeds, on an annualized basis, the relevant expense ratio level of the Substituted Portfolio. MetLife will reduce (through waiver or reimbursement) the Separate Account expenses if the corresponding Replacement Portfolio's expense ratio exceeds the following levels:

    Two-Year Replacement Portfolios

    Expense Cap

    Metropolitan Fund Davis Venture Value Portfolio (Class B)..

    1.68% Metropolitan Fund State Street Research Bond Income

    1.28% Portfolio (Class B).......................................

  22. At no time after the date of the Substitution will MetLife increase Contract charges or total Separate Account charges (net of any waiver or reimbursements) of the subaccounts that invest in the following Replacement Portfolios: the Metropolitan Fund Harris Oakmark Large Cap Value Fund, the Metropolitan Fund State Street Research Money Market Portfolio, or the Metropolitan Fund Alger Equity Growth

    [[Page 9879]]

    Portfolio. If the total operating expenses for the Harris Oakmark Large Cap Value Fund, the State Street Research Money Market Portfolio, or the Alger Equity Growth Portfolio (taking into account any expense waiver or reimbursement) for any fiscal quarter following the date of Substitution exceed on an annualized basis the net expense ratio for its corresponding Substituted Portfolio for the fiscal year ended December 31, 2002 (for the Harris Associates Growth and Income Fund and the CGM Advisor Targeted Equity Fund) or fiscal year ended June 30, 2003 (for the CDC Nvest Cash Management Trust--Money Market Series), MetLife will reduce (through waiver or reimbursement) the Separate Account expenses paid during that quarter of the subaccount that invests in such Replacement Portfolio to the extent necessary to offset the amount by which the Replacement Portfolio's expense ratio for such period exceeds, on an annualized basis, the following levels:

    Permanent Replacement portfolios

    expense cap

    Metropolitan Fund Harris Oakmark Large Cap Value Fund

    1.53% (Class B)................................................. Metropolitan Fund State Street Research Money Market

    0.88% Portfolio (Class B)....................................... Metropolitan Fund Alger Equity Growth Portfolio (Class B)..

    1.47%

  23. Contract owners were notified of the initial Application by means of a supplement to the prospectus that disclosed that the Applicants filed the Application to seek approval for the Substitutions. Further, before the Effective Date, a notice (``Pre- Substitution Notice''), in the form of an additional supplement to the prospectuses for the Contracts, will be mailed to Contract owners setting forth the scheduled Effective Date and advising Contract owners that contract values attributable to investments in the Substituted Portfolios will be transferred to the Replacement Portfolios, without charge, on the Effective Date. In addition, all Contract owners will have received a copy of the most recent Replacement Portfolio prospectuses prior to the Substitutions. The Effective Date will be no earlier than twenty days after the mailing of the Pre-Substitution Notice. The Pre-Substitution Notice will state that, from the date the Application was filed with the Commission through the date thirty days after the Substitution, Contract owners may transfer contract value from any subaccount to any other subaccount without charge. In addition, within five days after the Substitutions, all Contract owners will be sent a written notice informing them that the Substitutions were carried out and advising them of their transfer rights (``Post- Substitution Notice'').

    Applicants' Legal Analysis

  24. Section 26(c) of the 1940 Act (formerly, Section 26(b)) prohibits any depositor or trustee of a unit investment trust that invests exclusively in the securities of a single issuer from substituting the securities of another issuer without the approval of the Commission. Section 26(c) provides that such approval shall be granted by order of the Commission, if the evidence establishes that the substitution is consistent with the protection of investors and the purposes of the 1940 Act.

  25. Section 26(c) was intended to provide for Commission scrutiny of proposed substitutions which could, in effect, force shareholders dissatisfied with the substitute security to redeem their shares, thereby possibly incurring a loss of the sales load deducted from initial purchase payments, an additional sales load upon reinvestment of the proceeds of redemption, or both. The section was designed to forestall the ability of a depositor to present holders of interest in a unit investment trust with situations in which a holder's only choice would be to continue an investment in an unsuitable underlying security, or to elect a costly and, in effect, forced redemption. The Applicants submit that the Substitutions meet the standards set forth in Section 26(c) and that, if implemented, the Substitutions would not raise any of the aforementioned concerns that Congress intended to address when the 1940 Act was amended to include this provision.

  26. The replacement of the Substituted Portfolios with the Replacement Portfolios is consistent with the protection of Contract owners and the purposes fairly intended by the policy and provisions of the 1940 Act and, thus, meets the standards necessary to support an order pursuant to Section 26(c) of the 1940 Act. The investment objectives and strategies of the Replacement Portfolios are comparable to the investment objectives and strategies of their respective Substituted Portfolios. In each case, the substitution of a Replacement Portfolio for the corresponding Substituted Portfolio should assure that the essential investment objectives of Contract owners will continue to be met.

  27. The level and quality of services provided by MetLife after the Substitutions will be comparable to the level and quality of services provided by CDC IXIS Advisers, Loomis Sayles and CGM prior to the Substitutions. The actual investment management fee for each Replacement Portfolio is expected to be less than, or the same as, the actual investment management fee for each corresponding Substituted Portfolio, except for the Metropolitan Fund Alger Equity Growth Portfolio (the Replacement Portfolio for the CGM Advisor Targeted Equity Fund) and the Metropolitan Fund Harris Oakmark Large Cap Value Fund (the Replacement Portfolio for the Harris Associates Growth and Income Fund). Although the actual investment management fee for the Metropolitan Fund Alger Equity Growth Portfolio for the fiscal year ended December 31, 2002 (0.75%) was greater than the actual investment management fee for the CGM Advisor Targeted Equity Fund for the fiscal year ended December 31, 2002 (0.69%), the estimated overall expense ratio for the Class B shares of Metropolitan Fund Alger Equity Growth Portfolio for the fiscal year ended December 31, 2002 (1.04%) was significantly less than the overall expense ratio for the Class A shares of CGM Advisor Targeted Equity Fund for the fiscal year ended December 31, 2002 (1.47%). Similarly, although the actual investment management fee for the Metropolitan Fund Harris Oakmark Large Cap Value Fund for the fiscal year ended December 31, 2002 (0.75%) was greater than the actual investment management fee for the Harris Associates Growth and Income Fund for the fiscal year ended December 31, 2002 (0.67%), the estimated overall expense ratio for the Class B shares of Metropolitan Fund Harris Oakmark Large Cap Value Fund for the fiscal year ended December 31, 2002 (1.08%) was significantly less than the overall expense ratio for the Class A shares of the Harris Associates Growth and Income Fund for the fiscal year ended December 31, 2002 (1.53%). To ensure such lower expenses, MetLife has agreed to impose a permanent expense cap on the Metropolitan Fund Alger Equity Growth Portfolio and the Metropolitan Fund Harris Oakmark Large Cap Value Fund as described infra.

  28. Each Replacement Portfolio's total expense ratio for the fiscal year ended December 31, 2002 was significantly lower than the expense ratio of the corresponding Substituted Portfolio for the fiscal year ended December 31, 2002 (fiscal year ended June 30, 2003 for the CDC Nvest Cash Management Trust --Money Market Series and fiscal year

    [[Page 9880]]

    ended September 30, 2003 for the Loomis Sayles Core Plus Bond Fund). The Metropolitan Fund State Street Research Money Market Portfolio's total expense ratio for the fiscal year ended December 31, 2002 was lower that the CDC Nvest Cash Management Trust--Money Market Series for the fiscal year ended June 30, 2003, even though the Metropolitan Fund State Street Research Money Market Portfolio imposes a 12b-1 fee while the CDC Nvest Cash Management Trust--Money Market Series does not. To ensure such lower expenses, MetLife has agreed to impose a permanent expense cap on the Metropolitan Fund State Street Research Money Market Portfolio, as described infra. Further, the Replacement Portfolios generally have outperformed the Substituted Portfolios over time and the generally increasing asset levels of the Replacement Portfolios should lead to continued lower expense ratios over time.

  29. The rights of the Contract owners and the obligations of MetLife under the Contracts would not be altered by the Substitutions except, of course, that Contract owners will not be able to continue to allocate contract value to subaccounts that currently invest in the Substituted Portfolios. Contract owners will not incur any additional tax liability as a result of the Substitutions. MetLife will bear the costs of any legal or accounting fees and transactional expenses of the Substitutions, including brokerage commissions.

  30. The Applicants assert that the procedures to be implemented are sufficient to assure that each Contract owner's contract value immediately after the Substitutions shall be equal to the contract value immediately before the Substitutions, and that the Substitutions will not affect the value of the interests of those owners of other MetLife variable contracts (other than the Contracts) who currently have contract value allocated to any of the portfolios of the Metropolitan Fund, the CDC Nvest Cash Management Trust, the CDC Nvest Funds Trust II, or the CDC Nvest Funds Trust I.

  31. The Applicants will permit Contract owners to transfer contract value from any subaccount to any other subaccount without charge, but subject to minimum transfer requirements. The Applicants also note that, in accordance with the terms of the Contracts, no sales charges or surrender charges or other charges will apply to transfers in connection with the Substitutions, and MetLife represents that no such charge shall be imposed.

  32. The Applicants request an order of the Commission pursuant to Section 26(c) of the 1940 Act approving the Substitutions by the Applicants. The Applicants submit that, for all the reasons stated above, the Substitutions are consistent with the protection of investors and the purposes fairly intended by the provisions of the 1940 Act.

    Applicants' Conditions for Relief

    For purposes of the approval sought pursuant to Section 26(c) of the 1940 Act, the Substitutions described in this amended and restated Application will not be completed unless all of the following conditions are met.

  33. The Commission shall have issued an order approving the Substitutions under Section 26(c) of the 1940 Act as necessary to carry out the transactions described in this amended and restated Application.

  34. Each Contract owner will have been sent (a) prior to the Effective Date, a copy of the effective prospectuses for the Replacement Portfolios, (b) prior to the Effective Date, a Pre- Substitution Notice describing the terms of the Substitutions and the rights of the Contract owners in connection with the Substitutions, and (c) a Post-Substitution Notice within five days after the Substitutions informing them that the Substitutions were carried out and advising them of their transfer rights.

  35. MetLife shall have satisfied itself that (a) the Contracts allow the substitution of portfolios in the manner contemplated by the Substitutions and related transactions described herein, (b) the transactions can be consummated as described in this amended and restated Application under applicable insurance laws, and (c) that any applicable regulatory requirements in each jurisdiction where the Contracts are qualified for sale have been complied with to the extent necessary to complete the transaction.

    Conclusion

    Applicants request an order of the Commission pursuant to Section 26(c) of the Act approving the Substitution. Section 26(c), in pertinent part, provides that the Commission shall issue an order approving a substitution of securities if the evidence establishes that it is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. For the reasons and upon the facts set forth above, the requested order meets the standards set forth in Section 26(c) and should, therefore, be granted.

    For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary.

    [FR Doc. 04-4568 Filed 3-1-04; 8:45 am]

    BILLING CODE 8010-01-P