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/register/2007/04/11/07-1808A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
BILLING CODE 4312-25-M DEPARTMENT OF JUSTICE Drug Enforcement Administration [Docket No. 06-68] Bourne Pharmacy, Inc.; Revocation of Registration On July 26, 2006, the Deputy Assistant Administrator, Office of Diversion Control, Drug Enforcement Administration, issued an Order to Show Cause to Bourne Pharmacy, Inc., (Respondent) of Buzzards Bay, Massachusetts. The Show Cause Order proposed the revocation of Respondent's DEA Certificate of Registration, AB2802468, as a retail pharmacy, and to deny any pending applications for renewal or modification of the registration, on the ground that Respondent's continued registration would be inconsistent with the public interest.
Show Cause Order at 1 (citing 21 U.S.C. 823(f) & 824(a)(4)). The Show Cause Order alleged that on September 21, 2005, investigators from DEA and the Massachusetts Board of Pharmacy had executed an administrative inspection warrant at Respondent and found it to be in violation of various federal regulations. *See id.* at 2. Specifically, the Show Cause Order alleged that:
(1)Respondent had failed to maintain a biennial inventory as required by 21 CFR 1304.11(c) and 1304.21,
(2)had failed to maintain drug destruction records as required by 21 CFR 1304.21(a),
(3)was storing controlled substances at a non-registered location in violation of 21 CFR 1304.04, and
(4)was improperly storing order forms for Schedule II controlled substances. Show Cause Order at 2. The Show Cause Order further alleged that on August 22, 2005, Dr. Michael Brown, a Massachusetts based physician, was arrested and charged with various drug offenses under state law, including conspiracy to violate drug laws and possession of various categories of controlled substances with the intent to distribute. *See id.* at 2. According to the Show Cause Order, investigators further determined that during the calendar year 2005, forty-five percent of the prescriptions for Schedule II controlled substances filled by Respondent were written by Dr. Brown; in the month of April 2005 alone, 92 of 168 Schedule II prescriptions filled by Respondent were written by Dr. Brown. *Id.* at 2-3. Finally, the Show Cause Order alleged that on October 25, 2005, the Massachusetts Board of Pharmacy had issued a “Final Order of Summary Suspension,” which suspended Respondent's state pharmacy permit and controlled substance registration, and that these suspensions remain in effect. *Id.* at 3. The Show Cause Order thus alleged that Respondent lacked authority under state law to handle controlled substances and that this authority is “a necessary prerequisite for DEA registration.” *Id.* Respondent, through its counsel, requested a hearing; the matter was assigned to Administrative Law Judge
(ALJ)Mary Ellen Bittner. Shortly thereafter, the Government moved for summary disposition on the ground that the Massachusetts Board of Pharmacy had issued a Final Order of Summary Suspension against Respondent's state pharmacy permit and the pharmacist's license of its owner (Mr. Gerald Liberfarb) and pharmacist in charge. Mot. for Summ. Disp. at 2. Attached to the Government's motion was the State's summary suspension order, as well as a copy of Respondent's DEA registration (which does not expire until July 31, 2008). *See* Attachments 1 & 2 to Mot. for Summ. Disp. Respondent opposed the Government's motion. Respondent contended that “on October 24, 2005, [it] had already voluntarily surrendered its [state] registered drug store certificate” and controlled substance registration to the Massachusetts Department of Public Health, “to be held in escrow pending a hearing on the merits to be held * * * before the Board of Registration in Pharmacy.” Resp. Opp. at 1. Respondent also argued that the Massachusetts Board “has never implemented or executed the Final Order of Summary Suspension,” and that it has meritorious defenses to the DEA Show Cause Order. *Id.* Finally, Respondent contended that it was “both premature and unduly prejudicial to act upon the Government's Motion * * * until after [the] state agency” held its hearing and made a decision. *Id.* at 2. In support of its contention, Respondent's counsel attached a letter he had written to an attorney for the State Board memorializing the fact that Respondent had delivered its state registration and certificates to be held by the State “in escrow until a final decision is issued on the merits.” Ex. 1 to Resp. Opp. Respondent also attached other documents including a “Notice of Fourth Rescheduled Hearing,” Ex. 2 to Resp. Opp., and a “Rescheduled Second Pre-Hearing Conference Order.” Ex. 3 to Resp. Opp. The ALJ granted the Government's motion. The ALJ found that there was no material factual dispute regarding whether Respondent currently has authority under Massachusetts law to handle controlled substances. ALJ Dec. at 3. The ALJ specifically rejected Respondent's contention that its state controlled substance registration had not been suspended, but rather, was being held in escrow by the Massachusetts Board pending a final decision. *Id.* Relatedly, the ALJ also dismissed Respondent's argument that the State never implemented the summary suspension order, reasoning that “whether the license is suspended pending a hearing on the merits, or is held in escrow,” is irrelevant, because “[i]n either event, Respondent is without authority to handle controlled substances in Massachusetts.” *Id.* The ALJ thus held that Respondent is not entitled to maintain its DEA registration and recommended that I revoke Respondent's registration. The ALJ then forwarded the record to me for final agency action. Having considered the record as a whole, I adopt the ALJ's holding that Respondent is currently without authority to handle controlled substances in Massachusetts and is therefore not entitled to maintain its DEA registration. Here, the State's “Final Order of Summary Suspension,” which is signed by the Board's President, clearly ordered the suspension, effective October 23, 2005, of Respondent's state controlled substance registration “pending a final decision on the merits.” Respondent's assertion that the State “has never executed or implemented the Final Order of Summary Suspension” does not raise a genuine issue of fact that requires a hearing to resolve. Respondent's evidence— *i.e.* , a letter to the Board's lawyer discussing an agreement to surrender its state registration to be held in escrow pending a final decision—does not create a factual dispute as to whether Respondent's state registration has been suspended. As a leading authority explains, “evidence in opposition to the motion that is clearly without any force is insufficient to raise a genuine issue.” Charles Allen Wright, *et al.* , *Federal Practice and Procedure* section 2727 (3d. ed. 2006). 1 In short, this letter contains nothing that refutes the Government's assertion that Respondent's state controlled substance registration has been suspended. 1 Respondent's other evidence likewise does not create a factual dispute as to whether its state controlled substance registration has been suspended. Under the Controlled Substances Act (CSA), it is irrelevant that Respondent's state registration is being held in escrow pending state proceedings. Under the Act, a practitioner must be currently authorized to handle controlled substances in “the jurisdiction in which [it] practices” in order to maintain its DEA registration. *See* 21 U.S.C. 802(21) (“[t]he term ‘practitioner' means a * * * pharmacy * * * licensed, registered, or otherwise permitted, by * * * the jurisdiction in which [it] practices * * * to * * * dispense * * * a controlled substance in the course of professional practice”). *See also id.* section 823(f) (“The Attorney General shall register practitioners * * * if the applicant is authorized to dispense * * * controlled substances under the laws of the State in which [it] practices.”). Furthermore, in section 304, Congress expressly authorized the revocation of a DEA registration issued to a registrant whose “State license or registration [has been] suspended * * * by competent State authority and is no longer authorized by State law to engage in the * * * dispensing of controlled substances.” *Id.* section 824(a)(3). By definition, a suspension is of a finite duration. *See Merriam-Webster's Collegiate Dictionary* 1187 (10th ed. 1998) (defining “suspend” as “to debar temporarily from a privilege * * * or function”). Under the CSA, it does not matter whether the suspension is for a fixed term or for a duration which has yet to be determined because it is continuing pending the outcome of a state proceeding. Rather, what matters—as DEA has repeatedly held—is whether Respondent is without authority under Massachusetts law to dispense a controlled substance. *See Oakland Medical Pharmacy,* 71 FR 50100, 50,102
(2006)(“a registrant may not hold a DEA registration if it is without appropriate authority under the laws of the state in which it does business”); *Accord Rx Network of South Florida, LLC,* 69 FR 62,093 (2004); *Wingfield Drugs, Inc.,* 52 FR 27,070 (1987). Because the State suspended its controlled substances registration, Respondent clearly lacks authority under Massachusetts law to handle controlled substances. Therefore, it is not entitled to maintain its DEA registration. Order Pursuant to the authority vested in me by 21 U.S.C. 823(f) & 824(a), as well as 28 CFR 0.100(b) and 0.104, I hereby order that DEA Certificate of Registration, AB2802468, issued to Bourne Pharmacy, Inc., be and it hereby is, revoked. I further order that any pending applications for renewal or modification of such registration be, and they hereby are, denied. This order is effective May 11, 2007. Dated: March 30, 2007. Michele M. Leonhart, Deputy Administrator. [FR Doc. E7-6760 Filed 4-10-07; 8:45 am] BILLING CODE 4410-09-P DEPARTMENT OF JUSTICE Drug Enforcement Administration [Docket No. 06-58] Piyush V. Patel, M.D.; Revocation of Registration On May 9, 2006, the Deputy Assistant Administrator, Office of Diversion Control, Drug Enforcement Administration, issued an Order to Show Cause to Piyush V. Patel, M.D. (Respondent) of Midland, Texas. The Show Cause Order proposed the revocation of Respondent's DEA Certificate of Registration, AP1614800, as a practitioner, on the ground that Respondent's license to practice medicine in the State of Texas had been revoked, and that Respondent was therefore “without authority to handle controlled substances in Texas, the State in which [he] practices.” Show Cause Order at 1. The Show Cause Order also informed Respondent of his right to request a hearing. Respondent, acting *pro se,* filed a timely request for a hearing; the matter was assigned to Administrative Law Judge
(ALJ)Mary Ellen Bittner. In that request, Respondent stated that he was currently incarcerated and requested that the hearing be delayed until after his release on April 7, 2007. Respondent also indicated that he was not currently licensed by the Texas State Board of Medical Examiners. On June 21, 2006, the Government moved for summary disposition on the ground that Respondent was “not currently authorized to engage in the active practice of medicine or to handle controlled substances in Texas.” Mot. for Summary Disp. at 2. In support of its motion, the Government attached an “Agreed Order” (dated August 26, 2005) which Respondent had entered into with the Texas State Board of Medical Examiners. Under the order, Respondent's Texas medical license was revoked. Thereafter, on July 13, 2006, the ALJ denied Respondent's request to stay the hearing until after his release from prison. ALJ Dec. at 2. The ALJ further ordered that Respondent file a response to the Government's motion by August 3, 2006. Respondent, however, failed to do so. Thereafter, the ALJ granted the Government's motion. The ALJ noted that Respondent “acknowledges that his license to practice medicine in Texas is revoked, and will remain revoked at least until his release from prison on April 7, 2007.” *Id.* As this material fact was undisputed, the ALJ held that because “Respondent lacks state authority, he is not entitled to a DEA registration in Texas,” and therefore recommended that Respondent's registration be revoked. *Id.* at 2-3. The ALJ then forwarded the record to me for final agency action. Having considered the record as a whole, I adopt the ALJ's recommendation that Respondent's registration be revoked. But in doing so, I decline to adopt the ALJ's reasoning to the extent it relies solely on the Texas State Board of Medical Examiner's revocation of Respondent's medical license. Under Texas law, a practitioner must obtain a separate state registration to dispense a controlled substance. Texas Health & Safety Code § 481.061. The record, however, contains no evidence regarding the status of Respondent's state registration. Therefore, in accordance with 5 U.S.C. 556(e), I take official notice of the fact that according to the Texas Department of Public Safety's Controlled Substances Registration verification search page, Respondent is not currently registered to dispense controlled substances in the State. 1 1 Under the Administrative Procedure Act, “[a]gencies may take official notice of facts at any stage in a proceeding—even in the final decision.” *Attorney General's Manual on the Administrative Procedure Act* 80
(1946)( Wm. W. Gaunt & Sons, Inc., reprint 1979). In accordance with the Act, Respondent may “show to the contrary” by filing a request for reconsideration which includes supporting documentation within fifteen days of receipt of this order. Under the Controlled Substances Act (CSA), a practitioner must be currently authorized to handle controlled substances in “the jurisdiction in which he practices” in order to maintain a DEA registration. *See* 21 U.S.C. 802(21) (“[t]he term ‘practitioner' means a physician * * * licensed, registered, or otherwise permitted, by * * * the jurisdiction in which he practices * * * to distribute, dispense, [or] administer * * * a controlled substance in the course of professional practice”). *See also id.* section 823(f) (“The Attorney General shall register practitioners * * * if the applicant is authorized to dispense * * * controlled substances under the laws of the State in which he practices.”). DEA has held repeatedly that the CSA requires the revocation of a registration issued to a practitioner who no longer possesses authority under state law to handle controlled substances. *See Sheran Arden Yeates,* 71 FR 39130, 39131 (2006); *Dominick A. Ricci,* 58 FR 51104, 51105 (1993); *Bobby Watts,* 53 FR 11919, 11920 (1988). *See also* 21 U.S.C. 824(a)(3) (authorizing the revocation of a registration “upon a finding that the registrant * * * has had his State license or registration suspended [or] revoked * * * and is no longer authorized by State law to engage in the * * * distribution [or] dispensing of controlled substances”). Therefore, Respondent's DEA registration must be revoked. 2 2 The expiration date of Respondent's DEA registration is March 31, 2008. Order Accordingly, pursuant to the authority vested in me by 21 U.S.C. 823(f) & 824(a), as well as 28 CFR 0.100(b) & 0.104, I hereby order that DEA Certificate of Registration, AP1614800, issued to Piyush V. Patel, M.D., be, and it hereby is, revoked. I further order that any pending applications for renewal or modification of such registration be, and they hereby are, denied. This order is effective May 11, 2007. Dated: March 30, 2007. Michele M. Leonhart, Deputy Administrator. [FR Doc. E7-6761 Filed 4-10-07; 8:45 am] BILLING CODE 4410-09-P DEPARTMENT OF JUSTICE Drug Enforcement Administration [Docket No. 05-8] Rick's Picks, L.L.C.; Revocation of Registration On October 7, 2004, the Deputy Assistant Administrator, Office of Diversion Control, Drug Enforcement Administration, issued an Order to Show Cause to Rick's Picks, L.L.C. (Respondent), of Moore, Oklahoma. The Show Cause Order proposed the revocation of Respondent's DEA Certificate of Registration, 003949RPY, as a distributor of list I chemicals, on the ground that its continued registration was inconsistent with the public interest. Show Cause Order at 1 (citing 21 U.S.C. 823(h)). The Show Cause Order incorporated the allegations of a show cause order which was initiated by the Oklahoma State Bureau of Narcotics and Dangerous Drugs Control; the latter order proposed the denial of Respondent's application for a state registration to distribute pseudoephedrine products that are Schedule V drugs under State law, as well as the revocation of Respondent's state registration to distribute pseudoephedrine products which are not scheduled under state law. *Id.* at 2. Specifically, the state show cause order alleged that Respondent and its owner, Rick D. Fowler, “have a history of selling very large amounts of pseudoephedrine under suspicious and questionable circumstances, and with great negligence and reckless disregard for whether this product would be used in the clandestine manufacture of methamphetamine,” and that Respondent, and its owner, had engaged in this activity notwithstanding “numerous warnings from . . . DEA officials that Respondent's sales were fueling illicit methamphetamine laboratories.” *Id.* Relatedly, the State show cause order alleged that from January 2002 through April 2004, Respondent sold more than $ 2.2 million of Max Brand (for a total of nearly 10.5 million tablets), a product in which pseudoephedrine is the single active ingredient and which is the “preferred choice [of] methamphetamine cooks.” *Id.* at 4-5. The state show cause order also alleged that Respondent had brokered the sale of approximately 400,000 pseudoephedrine tablets for D & E Pharmaceutical. *Id.* at 5. The DEA Show Cause Order then repeated ten different allegations made in the state show cause order which asserted specific instances in which Respondent had sold extraordinary quantities of pseudoephedrine to convenience stores, gas stations and other non-traditional retailers of this product, and that Respondent had failed to report any of these transactions to DEA. *Id.* at 6-8. The State show cause order further alleged that pseudoephedrine distributed by Respondent had been found at twenty-two methamphetamine dumpsites. *Id.* at 8. Finally, the DEA Show Cause Order alleged that in November 2003, DEA had conducted an inspection of Respondent during which numerous recordkeeping violations were observed. *Id.* at 9. Respondent requested a hearing on the allegations. The matter was assigned to Administrative Law Judge
(ALJ)Mary Ellen Bittner, who conducted a hearing in Oklahoma City, Oklahoma, on January 10 and 11, 2006. At the hearing, the Government introduced both testimonial and documentary evidence; Respondent introduced only documentary evidence. Both parties submitted post-hearing briefs. On August 9, 2006, the ALJ issued her decision. In that decision, the ALJ concluded that Respondent's continued registration would be inconsistent with the public interest and recommended that its registration be revoked. Neither party filed exceptions. Having considered the record as a whole, I hereby issue this decision and final order. I adopt the ALJ's findings of fact and conclusions of law in their entirety. For the reasons set forth below, I hold that Respondent's continued registration would be inconsistent with the public interest and therefore revoke its registration and deny its pending application for renewal. Findings Respondent, an Oklahoma corporation, is a distributor of assorted merchandise to convenience stores, gas stations, and other small retailers in that State. Respondent's sole owner is Mr. Rickey Fowler. ALJ Dec. at 15. Respondent currently holds DEA Certificate of Registration, 003949RPY, which authorizes it to distribute list I chemicals. Gov. Ex. 1. While Respondent's registration certificate states that its registration expired on April 30, 2005, the record indicates that Respondent filed a timely renewal application. Tr. 24. Therefore, Respondent's registration remains in effect until the conclusion of this proceeding. *See* 5 U.S.C. 558(c). Methamphetamine and the Market for List I Chemicals Pseudoephedrine is lawfully marketed under the federal Food, Drug and Cosmetic Act for over-the-counter use as a decongestant. Pseudoephedrine is, however, also regulated as a list I chemical under the Controlled Substances Act because it is easily extracted from non-prescription products and used in the illicit manufacture of methamphetamine, a Schedule II controlled substance. *See* 21 U.S.C. 802(34); 21 CFR 1308.12(d). Methamphetamine “is a powerful and addictive central nervous system stimulant.” *T. Young Associates, Inc.,* 71 FR 60567 (2006). The illegal manufacture and abuse of methamphetamine pose a grave threat to this country. Methamphetamine abuse has destroyed numerous lives and families and ravaged communities. Moreover, because of the toxicity of the chemicals used in producing the drug, its illicit manufacture causes serious environmental harms. *Id.* Methamphetamine abuse has been an especially serious problem in the State of Oklahoma. In 1999, law enforcement authorities seized 391 illicit laboratories/dumpsites in the State; in 2003 (the last full year before the State enacted laws restricting the distribution of pseudoephedrine), authorities seized 1091 illicit laboratories/dumpsites. *See* Gov. Exs. 7 & 11. Moreover, in 2004, there were still 659 seizures. *See* Gov. Ex. 12. According to a senior agent for the Oklahoma Bureau of Narcotics, Max Brand in tablet form, a product in which pseudoephedrine (60 mg.) is the single active ingredient, is the preferred product of the State's illicit methamphetamine cooks. 1 *See also* Tr. 46 & 180. 1 In response to the methamphetamine problem, effective April 6, 2004, Oklahoma made pseudoephedrine in tablet form a Schedule V controlled substance. Pseudoephedrine in liquid, liquid-filled capsules, and gel caps is, however, exempt from the requirement provided it is not the only active ingredient in the product. *See* 63 Okl. St. Ann. section 2-212. In the course of adjudicating numerous cases, DEA has acquired substantial expertise pertaining to the market for list I chemical products containing pseudoephedrine. Accordingly, pursuant to 5 U.S.C. 556(e), I take official notice of the following facts related to the market for pseudoephedrine. 2 2 Under the Administrative Procedure Act, “[a]gencies may take official notice of facts at any stage in a proceeding-even in the final decision.” *Attorney General's Manual on the Administrative Procedure Act* 80
(1946)( Wm. W. Gaunt & Sons, Inc., reprint 1979). In accordance with the Act, Respondent may request a reopening of the proceeding to contest the facts of which I am taking official notice by filing a request with supporting affidavits no later than fifteen days after service of this order. According to Jonathan Robbin, an expert in statistical analysis of demographic, economic, geographic and survey data, “over 97% of all sales of non-prescription drug products occur in drug stores and pharmacies, supermarkets, large discount merchandisers and electronic shopping and mail order houses.” *T. Young,* 71 FR at 60568. Moreover, “sales of non-prescription drugs by convenience stores (including both those that sell and do not sell gasoline), account for only 2.2% of the overall sales of all convenience stores that handle the line and only 0.7% of the total sales of all convenience stores.” *Id.* Based on his study of U.S. Government Economic Census Data, information obtained from the National Association of Convenience Stores, and commercially available point of sale transaction data, Mr. Robbin has constructed a model of the traditional market for retail sales of pseudoephedrine. *See id.* According to Mr. Robbin, “sales of pseudoephedrine account for only about 2.6% of the sales of health and beauty care products in convenience stores and only 0.05% of total in-store (non-gasoline) sales.” *Id.* Moreover, “the normal expected retail sale of pseudoephedrine
(Hcl)tablets in a convenience store may range between $ 0 and $ 40 per month, with an average of $ 20.60 per month.” *Id.* According to Mr. Robbin, a monthly retail sale at a non-traditional retailer of “$ 60 of pseudoephedrine would occur less than one in 1,000 times in random sampling.” *Id.* Moreover, a monthly retail sale of “$ 100 in pseudoephedrine would occur about once in a million times in random sampling.” *Id.* Findings Pertaining To Respondent Respondent first became registered to distribute list I chemicals in January 1999. Prior to becoming registered, DEA Diversion Investigators
(DIs)conducted a pre-registration investigation. During this visit, the DIs discussed with Mr. Fowler the recordkeeping requirements imposed by federal law and regulations. Tr. 32-33. The DIs also provided Mr. Fowler with DEA notices that discussed suspicious transactions and advised that certain list I chemical products including pseudoephedrine were being diverted into the illicit manufacture of methamphetamine. *Id.* at 34. One of the notices specifically stated that “[t]he exemption from certain recordkeeping and reporting requirements for below threshold transactions . . . does not reduce the risk of criminal liability.” Gov. Ex. 3. This notice also advised Mr. Fowler to “[r]eport all suspicious orders to your nearest DEA office immediately.” *Id.* The DIs, however, also gave Mr. Fowler a handout listing required reports. See Resp. Ex. 18, Tr. 64. More specifically, this document stated that reports were required for “[a]ny regulated transaction involving an extraordinary quantity of a Listed Chemical,” “[a]ny regulated transaction involving an uncommon method of payment or delivery,” and “[a]ny regulated transaction involving any other circumstances that the regulated person (supplier) believes may indicate that the List
(sic)Chemical will be used in the illicit production of controlled substances.” Resp. Ex. 18. In September 2001, DEA DIs returned to Respondent for a scheduled inspection. Among other things, the DIs determined that Respondent was storing list I chemicals in a trailer at a boat storage and not at its registered location. *Id.* at 37. The DIs also found that Respondent was in violation of recordkeeping requirements because its receiving invoices did not include the date that products were received and its sales invoices did not indicate package size. *Id.* at 38. Respondent's owner was issued a letter admonishing him for the violations. Resp. Ex. 2. Subsequently, Mr. Fowler wrote to one of the DIs advising of changes Respondent would make in its recordkeeping; at that time, DEA took no further action. ALJ Dec. at 16. On November 3, 2003, DEA DIs conducted another inspection of Respondent. The DIs determined that while Respondent was now properly storing its list I chemical products, it was still violating the recordkeeping requirements. See id. at 16-17. DEA issued Respondent an additional letter of admonition. Tr. 41. During this visit, DEA also obtained Respondent's receiving and sales invoices for the period from January 1, 2002, through November 1, 2003. *Id.* at 261; Resp. Ex. 25. 3 3 On April 7, 2004, a DEA DI again returned to Respondent to discuss the then-recently enacted state legislation which scheduled pseudoephedrine in tablet form. During this visit, the DI conducted a closing inventory. ALJ Dec. at 17. In May 2004, law enforcement authorities obtained a warrant and executed a search of Respondent. Based on records obtained during the search, as well as the records obtained during the November 2003 inspection, DEA investigators compiled a spreadsheet of Respondent's purchases of pseudoephedrine. Gov. Ex. 21; Tr. 187. According to this document, between January 28, 2002, and March 6, 2004, Respondent had purchased 10,062,144 tablets of Max Brand pseudoephedrine at a wholesale price of $ 941,072.20. *Id.* Moreover, during the 2003 calendar year, Respondent purchased nearly six million tablets at a wholesale price of $ 564,884.20. *Id.* Furthermore, between January 5, 2004, and March 6, 2004 (shortly before the Oklahoma statute scheduling tablet-form pseudoephedrine became effective), Respondent purchased approximately 1.8 million tablets at a wholesale price of $ 173,004. *Id.* DEA investigators also compiled a spreadsheet of Respondent's pseudoephedrine sales. *See* Gov. Ex. 23. This 102 page document lists Respondent's sales to each store by product size and date. The document shows that Respondent repeatedly made monthly sales of a $ 1,000 or more of pseudoephedrine products to the great majority of the stores. 4 *See generally id.* 4 One of the DIs testified that her review of Respondent's records showed that its sales of pseudoephedrine constituted eighty-five percent of its business. ALJ Dec. at 17. The Government also introduced evidence that Respondent brokered the sale of substantial amounts of “Bolt” brand pseudoephedrine directly from its manufacturer to various stores. Tr. 273-276; Gov. Ex. 24, at 5-8. For example, from January 2002 through April 6, 2004, Respondent sold $ 62,658.00 (and brokered the sale of $ 7,013) of pseudoephedrine to Bernhardt's, a convenience store in Pharoah, Oklahoma. Gov. Ex. 24, at 5. During the same period, Respondent sold $ 50,256 (and brokered the sale of $ 7,015) of pseudoephedrine to Dock's General Store in Council Hill, Oklahoma, and sold $ 44,640 (and brokered the sale of $ 7,015) of the chemical to Dock's General Store in Leonard, Oklahoma. *Id.* at 6-7. Both of these establishments were bait and tackle shops. Tr. 269-71. Respondent also sold $ 37,116 (and brokered the sale of $ 4,676) of the chemical to Kern's Korner Grocery in Henryetta, Oklahoma. Gov. Ex. 24, at 8. Furthermore, from January 2002 through December 2002, Respondent sold $ 11,880 of pseudoephedrine to the Funky Munky, a head shop located in McAlester, Oklahoma. *Id.* at 9; *see also* Tr. 273. The record also establishes that between February 2002 and March 2004, Respondent sold $ 97,026 (and 468,144 tablets) of pseudoephedrine to five stores in Poteau, a small city in eastern Oklahoma. Of significance among these customers, Respondent sold $ 30,672 to Babe's Place and $ 37,590 to the Tote-A-Poke # 1. Gov. Ex. 24, at 3. It also sold $14,040 to Burkes Friendly Store; all of the sales to Burkes occurred between February 2002 and March 2003. Gov. Ex. 23, at 15-16. The above per-store figures are based on Respondent's wholesale prices. Several of Respondent's exhibits indicate that the suggested retail price was typically twice the wholesale price. *See* Resp. Exh. 20, at 19; Resp. Ex. 19. Ultimately, even if Respondent's customers sold the products at far less than the suggested retail prices, their sales of these products so greatly exceeded the monthly expected sales range of $ 0 to $ 40, with an average of $ 20.60, that the probability that the products were being purchased to meet legitimate consumer demand for use as a decongestant is infinitesimal. Indeed, as DEA's expert has testified, a monthly retail sale of $ 100 in pseudoephedrine to meet legitimate demand would occur about once in a million times in random sampling. Here, where there are numerous stores to which Respondent sold repeatedly $ 1,000 or more per month at wholesale prices, the only plausible explanation is that the products were being diverted into the illicit manufacture of methamphetamine. 5 I thus find that substantially all of Respondent's products were being diverted. 5 During cross-examination, Respondent's counsel elicited testimony from a Government witness that a few of the stores it sold to were located on highways—thus suggesting that the sales at these stores were to meet legitimate consumer demand. Tr. 201-02. This testimony does not persuade me that Respondent's products were being sold to meet legitimate demand. The ALJ found that Respondent had more than 200 customers, *see* ALJ Dec. at 18; Respondent's line of cross-examination begs the question: What about the other 200 plus stores? Indeed, the ALJ found that “some of Respondent's customers were convicted of criminal charges involving the diversion of pseudoephedrine.” *Id.* The ALJ further credited the testimony of a DEA investigator that “some of Respondent's customers engaged in practices that the DEA considers suspicious.” ALJ at 18. More specifically, these practices included:
(1)Ordering only single-entity pseudoephedrine rather than a variety of pseudoephedrine and other over-the-counter drug products,
(2)selling single-entity products that are marketed in large quantities and not in blister packs,
(3)selling products that have only been on the market for a few years and which receive little advertising, and
(4)purchasing large quantities of pseudoephedrine throughout the year by establishments that traditionally do not sell large quantities of these products and do little or no marketing of them. 6 ALJ at 18, Tr. 349-51. 6 Most of these indicia were published by DEA in February 1999. *See* Suspicious Orders Task Force, *Report to the U.S. Attorney General* Appendix A (1999). The indicia were re-published in the June 2002 Chemical Handler's Manual. *See* DEA, *Chemical Handler's Manual* — *A Guide to Chemical Control Regulations* 40-43 (June 2002). The ALJ further found that “Respondent never sold more than the [1000 grams] threshold amount to any one customer in a calendar month.” ALJ at 20. The ALJ also found that Respondent's owner twice “reported a suspicious sale to” DEA. *Id.* According to the record, on October 8, 2003, Mr. Fowler reported that while servicing a store the previous day, “the store clerk made a comment that she needed products that Methamphetamine is made from.” Resp. Ex. 6, at p. 2. Mr. Fowler further wrote that he had “suspended sales of all pseudo ephedrine products to this store due to this comment,” and that he would “not service this store in the future with any cold medications containing pseudo ephedrine.” *Id.* Approximately, a month later Mr. Fowler also reported that he had been contacted by a person who wanted to come to his premises to purchase products but Mr. Fowler advised him that his firm “did not do business this way.” *Id.* at 3. Mr. Fowler further stated that the address given by this person was non-existent and that he had determined that the business was not legitimate. 7 *Id.* 7 While Respondent introduced several form letters to customers purporting to impose requirements for the sale of pseudoephedrine, Resp. Exs. 11-13, as the ALJ noted, “Respondent did not call any witnesses at the hearing, and there is no evidence as to whether such letters were mailed to Respondent's customers.” ALJ Dec. at 19. On November 14, 2005, the Cleveland County, Oklahoma, District Attorney filed a felony information charging Mr. Fowler with criminal racketeering under Oklahoma law. Gov. Ex. 42. More specifically, the information alleged that “between January 2002 and April 2004,” Fowler “was willfully, knowingly and criminally associated with an enterprise,” which consisted of himself, “individually, and as the owner of Rick Picks,” the affairs of which “were to distribute pseudoephedrine, a precursor in the manufacturing of methamphetamine, with reckless disregard for how the product was going to be used in violation of 63 O.S. 2-333(A).” *Id.* I further take official notice of the fact that on October 16, 2006, the State filed a second amended felony information charging Respondent with the “unlawful distribution of pseudoephedrine with reckless disregard for how it was going to be used.” Finally, I take official notice of the fact that on February 9, 2007, a jury found Mr. Fowler guilty of the crime charged in the second amended information. *See* Docket Sheet, *State* v. *Fowler* , No. CF-2005-1651, Cleveland County, Oklahoma, District Court. Discussion Section 304(a) of the Controlled Substances Act provides that a registration to distribute a list I chemical “may be suspended or revoked * * * upon a finding that the registrant * * * has committed such acts as would render his registration under section 823 of this title inconsistent with the public interest as determined under such section.” 21 U.S.C. 824(a)(4). In making this determination, Congress directed that I consider the following factors:
(1)Maintenance by the [registrant] of effective controls against diversion of listed chemicals into other than legitimate channels;
(2)compliance by the applicant with applicable Federal, State, and local law;
(3)any prior conviction record of the applicant under Federal or State laws relating to controlled substances or to chemicals controlled under Federal or State law;
(4)any past experience of the applicant in the manufacture and distribution of chemicals; and
(5)such other factors as are relevant to and consistent with the public health and safety. *Id.* section 823(h). “These factors are considered in the disjunctive.” *Joy's Ideas* , 70 FR 33195, 33197 (2005). I may rely on any one or a combination of factors, and may give each factor the weight I deem appropriate in determining whether a registration should be revoked or an application for renewal of a registration should be denied. *See, e.g.* , *David M. Starr* , 71 FR 39367, 39368 (2006); *Energy Outlet* , 64 FR 14269 (1999). Moreover, I am “not required to make findings as to all of the factors.” *Hoxie* v. *DEA* , 419 F.3d 477, 482 (6th Cir. 2005); *Morall* v. *DEA* , 412 F.3d 165, 173-74 (D.C. Cir. 2005). In this case, I hold that factors one, two, four, and five overwhelmingly establish that Respondent's continued registration would be “inconsistent with the public interest.” 21 U.S.C. 823(h). Accordingly, I further hold that Respondent's registration should be revoked and its pending application for renewal should be denied. Factor One—Maintenance of Effective Controls Against Diversion I concur with the ALJ's conclusion that the record does not establish that Respondent fails to provide adequate physical security for list I chemicals. However, “'[p]rior agency rulings have applied a more expansive view of factor one than mere physical security.” ' *D & S Sales* , 71 FR 37607, 37610
(2006)(quoting *OTC Distribution Co.* , 68 FR 70538, 70542 (2003)). Relatedly, I have previously held that a registrant is “required to exercise a high degree of care in monitoring its customers’ purchases.” *D & S Sales* , 71 FR at 37610. Respondent argues that he maintains effective controls against diversion because he obtained proof of identity from his customers and only distributed to “legitimate store[s],” Resp. Statement of Supporting Reasons 9 [hereinafter Resp. Br.], he maintained adequate and retrievable records, *id* ., and he “did not fail to report suspicious sales because he was only required to report suspicious regulated transactions,” *i.e.* , transactions that exceeded the 1,000 grams threshold. *Id* . at 11 (citing 21 U.S.C. 830(b)(1) and 21 CFR 1310.05(a)(1)). Respondent apparently believes that as long as he sold under threshold amounts he could distribute pseudoephedrine without taking any further steps to determine the ultimate disposition of his products. Respondent's understanding is mistaken. Congress's imposition of recordkeeping and reporting requirements for regulated transactions does not mean that one can engage in below-threshold transactions without any further obligation to determine whether the products are likely to be diverted. Indeed, DEA has found that products which have been distributed to non-traditional retailers in sub-threshold transactions are routinely diverted. Contrary to Respondent's view, the threshold provisions pertaining to regulated transactions do not create a safe harbor which allows a registrant to sell list I chemicals without any further duty to investigate how the products are being used. Respondent further contends that “[t]here was no evidence presented that [it] had actual knowledge [that] any customer was diverting pseudoephedrine for the manufacture of methamphetamine.” *Id.* at 10. In short, Respondent raises the ostrich defense. Congress, however, has rejected the ostrich defense in creating criminal liability under 21 U.S.C. 841(c)(2), and I have previously rejected this defense as incompatible with the purpose of proceedings under 21 U.S.C. 823 and 824, which are brought to protect the public interest. *See D & S Sales* , 71 FR at 37612; *T. Young Associates* , 71 FR at 60572. As *D & S Sales* explained: “Burying one's head in the sand while his firm's products are being diverted may allow one to maximize profits. But it is manifestly inconsistent with public health and safety.” 71 FR at 37612. More recently, I revoked a registration holding—albeit in the context of analyzing factors four and five—that a registrant's lack of “any intent to divert or to sell to customers who were diverting to the illicit manufacture of methamphetamine is irrelevant.” *T. Young* , 71 FR at 60572. *See also Joy's Ideas* , 70 FR at 33198 (revoking registration notwithstanding that distributor was “an unknowing and unintentional contributor to [the] methamphetamine problem.”). Respondent's owner also contends that he maintained adequate controls because he “reported suspicious activities to the DEA in the past.” Resp. Br. at 9. According to the record, Mr. Fowler reported an encounter he had during which a store clerk informed him “that she needed products that Methamphetamine is made from.” Resp. Ex. 6. at 2. Mr. Fowler then stated that he would stop servicing the store. *Id.* A review of the compilation of Respondent's sales records indicates, however, that this store—the 66 Lake Stop in Arcadia, Oklahoma—was actually one of the smaller volume purchasers of its pseudoephedrine products. *See* Gov. Ex. 23, at 2. For example, on May 24, 2003, the store purchased $ 270 of products; on July 11, 2003, the store purchased $ 105: and on August 13, 2003, the store purchased $ 252. *Id.* The fact that this store “needed more products that Methamphetamine is made from,” begs the question of what Mr. Fowler thought was the likely disposition of the products he sold to the numerous customers that were repeatedly buying more than $ 1,000 a month of the chemical from his firm. Relatedly, Mr. Fowler contends that “the DEA did not warn him that he was making suspicious sales, [or] that he was making excessive sales” before November 3, 2003. Resp. Br. at 10. *See also id.* at 2 (“Between September, 2001 and November 3, 2003, the DEA never formally warned Mr. Fowler that he was selling excessive amounts of pseudoephedrine.”). The suggestion that Respondent would have stopped its excessive sales if it had been warned is absurd. As the Government's compilation of Respondent's sales invoices establishes, Mr. Fowler continued to sell extraordinary quantities of pseudoephedrine to numerous stores for months following the November 3, 2003 warning. Indeed, it appears that the only reason that the sales eventually stopped was because Respondent's customers ceased purchasing the products in anticipation of the effective date of the new Oklahoma law which restricted the sale of tablet-form pseudoephedrine. *See generally* Gov. Ex. 23. In short, it is clear that DEA's warning did not register with Mr. Fowler. I thus conclude that Respondent lacks effective controls against diversion and that this factor is, by itself, sufficient to conclude that Respondent's continued registration would be inconsistent with the public interest. Factors Two and Three—Respondent's Compliance With Applicable Laws and Record of Criminal Convictions As noted by the ALJ, Respondent has previously been admonished for several violations of DEA regulations pertaining to security and recordkeeping requirements. Moreover, while Mr. Fowler has not been formally convicted of a crime (because a final judgment has yet to be entered in the state criminal case), a jury recently found him guilty of the state law offense of distributing pseudoephedrine “with reckless disregard as to how the product will be used.” 63 Okl. St. Ann. section 2-333(A). I also hold that Respondent's distributions of pseudoephedrine violated 21 U.S.C. 841(c)(2) (prohibiting the possession or distribution of “a listed chemical knowing, or having reasonable cause to believe, that the listed chemical will be used to manufacture a controlled substance”). Accordingly, while Mr. Fowler has not been formally convicted of a crime, I conclude that Respondent's record of compliance with applicable federal and state laws further demonstrates that Respondent's continued registration would be inconsistent with the public interest. Factors Four and Five—Respondent's Experience in the Distribution of Chemicals and Other Factors Relevant to and Consistent With Public Health and Safety As explained above, Respondent's experience in the distribution of listed chemicals is characterized by the egregious and criminal misconduct of its owner, Mr. Fowler. But even if there was no such evidence, I would still conclude—consistent with DEA precedent—that Respondent's excessive sales to non-traditional retailers would support a finding under factor five that its continued registration would be inconsistent with the public interest. While pseudoephedrine has a legitimate medical use as a decongestant, its diversion into the illicit manufacture of methamphetamine has had pernicious effects on families and communities throughout the nation. Cutting off the supply source of methamphetamine traffickers is thus of critical importance in protecting the public from the devastation wreaked by this drug. DEA orders have established that convenience stores and gas-stations constitute the non-traditional retail market for legitimate consumers of products containing this chemical. *See,* *e.g., Tri-County Bait Distributors* , 71 FR 52160, 52161-62; *D & S Sales* , 71 FR at 37609; *Branex, Inc.* , 69 FR 8682, 8690-92 (2004). DEA has further found that there is a substantial risk of diversion of pseudoephedrine into the illicit manufacture of methamphetamine when these products are sold by non-traditional retailers. *See,* *e.g.* , *Joy's Ideas* , 70 FR at 33199 (finding that the risk of diversion was “real” and “substantial”); *Jay Enterprises* , 70 FR 24620, 24621
(2005)(noting “heightened risk of diversion” should application be granted). *See also TNT Distributors* , 70 FR 12729, 12730
(2005)(establishing that “80 to 90 percent of ephedrine and pseudoephedrine being used [in Tennessee] to manufacture methamphetamine was being obtained from convenience stores”); *Joey Enterprises* , 70 FR 76866, 76867
(2005)(“[w]hile there are no specific prohibitions under the Controlled Substances Act regarding the sale of listed chemical products to [gas stations and convenience stores], DEA has nevertheless found that [these entities] constitute sources for the diversion of listed chemical products”). The record here likewise establishes that there is a substantial nexus between the sale of non-traditional list I chemical products by non-traditional retailers and the diversion of these products into the illicit manufacture of methamphetamine. Here, testimony establishes that Max Brand pseudoephedrine was the preferred product of Oklahoma meth. cooks and that this product was found in about eighty percent of the illicit laboratories seized by law enforcement authorities. Tr. 180-82. The Government also established that Max Brand pseudo was not found in traditional retailers and that it was distributed to non-traditional retailers such as convenience stores and gas stations from which meth cooks obtained the product. *See id.* Furthermore, the Government also showed that “the vast majority of pseudoephedrine diversion” in Oklahoma occurs in the non-traditional retail market. *Id.* at 216. To protect the public from the harms caused by methamphetamine abuse, DEA has repeatedly revoked the registrations of list I chemical distributors who supplied the non-traditional market for selling quantities of products that clearly exceeded legitimate demand and were likely diverted into the illicit manufacture of methamphetamine. *See T. Young Associates, Inc.* , 71 FR at 60572-73; *D & S Sales* , 71 FR at 37611-12; *Joy's Ideas* , 70 FR at 33198-99; *Branex, Inc.* , 69 FR at 8693-96. Here, the record clearly establishes that Respondent distributed pseudoephedrine products in quantities that grossly exceeded legitimate consumer demand for these products as a decongestant. As found above, the only plausible explanation for these extraordinary sales is that Respondent's products were being diverted into the illicit manufacture of methamphetamine. *See T. Young* , 71 FR at 60572, *D & S Sales* , 71 FR at 37611 (finding diversion occurred “[g]iven the near impossibility that * * * sales were the result of legitimate demand”); *Joy's Ideas* , 70 FR at 33198 (finding diversion occurred in the absence of “a plausible explanation in the record for this deviation from the expected norm”). While in this case, there is substantial evidence that Mr. Fowler distributed pseudoephedrine with a reckless disregard for its eventual use, such proof is not essential to sustain the revocation of Respondent's registration. A proceeding under section 304 of the CSA is not a criminal prosecution. Rather, its purpose is to protect the public interest. *See Leo R. Miller* , 53 FR 21931, 21932 (1988). “ ‘In determining the public interest,' Congress granted the Attorney General broad discretion to consider any other factor that is ‘relevant to and consistent with the public health and safety.” ' *T. Young* , 71 FR at 60572 (quoting 21 U.S.C. 823(h)(5)). The statutory text of factor five does not require that the Government prove that a registrant or its key employees acted with any particular *mens rea* . 8 As I have previously explained, “the diversion of list I chemicals into the illicit manufacture of methamphetamine poses the same threat to public health and safety whether a registrant sells the products knowing they will be diverted, sells them with a reckless disregard for the diversion, *see D & S Sales* , 71 FR at 37610-12, or sells them being totally unaware that the products were being diverted.” *T. Young* , 71 FR at 60572 (citing *Joy's Ideas* , 70 FR at 33198) (revoking registration notwithstanding that distributor was “an unknowing and unintentional contributor to [the] methamphetamine problem”). Accordingly, Respondent's excessive sales of pseudoephedrine also provide reason alone to conclude that its continued registration would be inconsistent with the public interest. 8 To the extent *mens rea* is relevant, it is accounted for in factor three, which directs the consideration of a registrant's prior conviction record. *See* 21 U.S.C. 823(h)(3). In sum, four of the five factors conclusively demonstrate that Respondent's continued registration is inconsistent with the public interest. Furthermore, in accordance with 21 CFR 1316.67, I find that Respondent's owner engaged in egregious misconduct and is responsible for the diversion of massive amounts of pseudoephedrine into the illicit manufacture of methamphetamine. There, I conclude that the public interest requires that Respondent's registration be revoked effective immediately. Order Accordingly, pursuant to the authority vested in me by 21 U.S.C. 823(h) & 824(a), as well as 28 CFR 0.100(b) & 0.104, I order that DEA Certificate of Registration, 003949RPY, issued to Rick's Picks, L.L.C., be, and it hereby is, revoked. I further order that the pending application of Rick's Picks, L.L.C., for renewal of its registration be, and it hereby is, denied. This order is effective immediately. Dated: March 30, 2007. Michele M. Leonhart, Deputy Administrator. [FR Doc. E7-6759 Filed 4-10-07; 8:45 am] BILLING CODE 4410-09-P NATIONAL AERONAUTICS AND SPACE ADMINISTRATION [Notice: 07-030] Notice of Information Collection AGENCY: National Aeronautics and Space Administration (NASA). ACTION: Notice of information collection. SUMMARY: The National Aeronautics and Space Administration, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to take this opportunity to comment on proposed and/or continuing information collections, as required by the Paperwork Reduction Act of 1995 (Pub. L. 104-13, 44 U.S.C. 3506(c)(2)(A)). DATES: All comments should be submitted within 60 calendar days from the date of this publication. ADDRESSES: All comments should be addressed to Mr. Walter Kit, National Aeronautics and Space Administration, Washington, DC 20546-0001. FOR FURTHER INFORMATION CONTACT: Requests for additional information or copies of the information collection instrument(s) and instructions should be directed to Mr. Walter Kit, NASA PRA Officer, NASA Headquarters, 300 E Street SW., JE000, Washington, DC 20546,
(202)358-1350, *Walter.Kit-1@nasa.gov.* SUPPLEMENTARY INFORMATION: I. Abstract This is an online application form for the Exploration Systems Mission Directorate—Space Grant Consortia Faculty Project. NASA must select candidates via a competitive process, and in order to do so must collect personal information in an application. The voluntary respondents will be full-time professors that are employed at a university in the United States or Puerto Rico. II. Method of Collection This information collected on the application is needed to competitively select faculty to participate in the 10 week Fellowship. III. Data *Title:* Exploration Systems Mission Directorate—Space Grant Consortia Faculty Project. *OMB Number:* 2700-XXXX. *Type of review:* New Collection. *Affected Public:* Individuals or households. *Number of Respondents:* 156. *Responses Per Respondent:* 0.5 hour. *Annual Responses:* 156. *Annual Burden Hours:* 80. IV. Request for Comments Comments are invited on:
(1)Whether the proposed collection of information is necessary for the proper performance of the functions of NASA, including whether the information collected has practical utility;
(2)the accuracy of NASA's estimate of the burden (including hours and cost) of the proposed collection of information;
(3)ways to enhance the quality, utility, and clarity of the information to be collected; and
(4)ways to minimize the burden of the collection of information on respondents, including automated collection techniques or the use of other forms of information technology. Comments submitted in response to this notice will be summarized and included in the request for OMB approval of this information collection. They will also become a matter of public record. Gary Cox, Deputy Chief Information Officer (Acting). [FR Doc. E7-6772 Filed 4-10-07; 8:45 am] BILLING CODE 7510-13-P NUCLEAR REGULATORY COMMISSION [Docket Nos. 050-00315, 050-00316; License Nos. DPR-58 & DPR-74 EA-06-295] In the Matter of Indiana Michigan Power Company D.C. Cook Nuclear Power Plant; Confirmatory Order Modifying License (Effective Immediately) I Indiana Michigan Power Company (I&M or Licensee) is the holder of Facility Operating License Nos. DPR-58 and DPR-74 issued by the U.S. Nuclear Regulatory Commission (NRC or Commission) pursuant to 10 CFR Part 50 on October 25, 1974 and December 23, 1977, respectively. The licenses authorize the operation of the D.C. Cook nuclear power plant units 1 & 2 in accordance with conditions specified therein. The facility is located on the Licensee's site near Bridgeman, Michigan. This Confirmatory Order is the result of an agreement reached during an alternative dispute resolution
(ADR)mediation session conducted on March 8, 2007, in Washington, DC. II By letter dated December 13, 2006, the NRC identified to the Licensee an apparent violation of 10 CFR 50.7, “Employee Protection.” The apparent violation was issued based on the United States Department of Labor
(DOL)Administrative Review Board's (ARB's) September 29, 2006, Final Decision and Order (ARB Case No. 04-147) affirming a DOL Administrative Law Judge's
(ALJ)findings of fact and conclusions. On June 29, 2004, the ALJ had issued a Proposed Decision and Order (ALJ Case No. 02-ERA-30), concluding that I&M had retaliated against an I&M former test engineer in violation of Section 211 of the Energy Reorganization Act of 1974, as amended (the ERA). I&M has denied that it violated the ERA and has appealed the ARB decision to the United States Court of Appeals for the Sixth Circuit. Although at this time there is no indication that the impact of the apparent violation is not isolated, the NRC is concerned that, in the absence of appropriate management actions, the ARB decision may ultimately have a broader impact on the D.C. Cook plant's safety-conscious work environment (SCWE). In its December 13, 2006, letter to I&M, the NRC offered I&M the opportunity to provide a written response, attend a predecisional enforcement conference, or request ADR in which a neutral mediator with no decision-making authority would facilitate discussions between the NRC and I&M and, if possible, assist the NRC and I&M in reaching an agreement. I&M chose to participate in ADR with the NRC. On March 8, 2007, the NRC and I&M met in Washington, DC., in an ADR session mediated by a professional mediator, arranged through Cornell University's Institute on Conflict Resolution. III This Confirmatory Order is issued pursuant to the agreement reached during the March 8, 2007, mediation meeting. Specifically, I&M agreed to the following actions: 1. By no later than one-hundred eighty
(180)calendar days after the issuance of this Confirmatory Order, I&M agrees to complete an assessment of the D.C. Cook plant's Nuclear Safety Culture including its SCWE. 2. Within sixty
(60)calendar days after the completion of the assessment as referenced in paragraph 1 above, I&M shall make available to the NRC: A. A description of the tools/methods used to conduct that assessment including the survey questions; B. The results of the assessment and I&M's analysis of the results; and C. The proposed actions, if any, I&M would plan to take to address the results of the assessment in order to ensure that a thriving SCWE exists at the D.C. Cook plant. 3. As expeditiously as possible but by no later than December 31, 2008, I&M agrees to complete the training of all D.C. Cook plant's non-supervisory employees and long-term contractors on the topic of SCWE. 4. By no later than sixty
(60)calendar days after the issuance of this Confirmatory Order, a member of I&M management at a level at least equal to the D.C. Cook plant Site Vice President will communicate with D.C. Cook plant's workforce about the company's policy and his/her expectations of management regarding the maintenance and enhancement of a SCWE. 5. By no later than ninety
(90)calendar days after the issuance of this Confirmatory Order, I&M agrees to implement a periodic assessment of its compliance with its work hour limitations program and evaluate the results of the assessment for trends. In exchange for I&M's actions set forth hereunder, the NRC agreed not to pursue any further enforcement action in connection with the NRC's December 13, 2006, letter to I&M and will not count this matter as previous enforcement for the purposes of assessing potential future enforcement action civil penalty assessments in accordance with Section VI.C of the NRC Enforcement Policy, NUREG-1600. This Confirmatory Order will, however, be considered by the NRC for any assessment of the D.C. Cook plant's performance under the NRC's Reactor Oversight Process, as appropriate. On March 30, 2007, I&M consented to the NRC issuing this Confirmatory Order. I&M further agreed that this Confirmatory Order is to be effective upon issuance and that it has waived its right to a hearing. The NRC has concluded that its concern can be resolved through issuance of this Confirmatory Order. IV Since the licensee has taken several actions and implemented a number of programs relating to communications, training and human relation initiatives addressing the D.C. Cook plant's safety culture and SCWE and has agreed to commit to the actions to address NRC's concern, as set forth in Section III above, the NRC has concluded that its concern can be resolved through issuance of this Confirmatory Order. I find that the Licensee's actions described in Section III are acceptable and necessary and conclude that with those actions the public health and safety are reasonably assured. In view of the foregoing, I have determined that the public health and safety require that the Licensee's actions be confirmed by this Confirmatory Order. Based on the above and the Licensee's consent, this Confirmatory Order is immediately effective upon issuance. V Accordingly, pursuant to Sections 103, 161b, 161i, 161o, 182, and 186 of the Atomic Energy Act of 1954, as amended, and the Commission's regulations in 10 CFR 2.202 and 10 CFR Part 50, It is hereby ordered, effective immediately, that license Nos. Dpr-58 And Dpr-74 Are Modified As Follows: 1. By no later than one-hundred eighty
(180)calendar days after the issuance of this Confirmatory Order, I&M agrees to complete an assessment of the D.C. Cook plant's nuclear Safety Culture including its SCWE. 2. Within sixty
(60)calendar days after the completion of the assessment as referenced in paragraph I above, I&M shall make available to the NRC: A. A description of the tools/methods used to conduct that assessment including the survey questions; B. The results of the assessment and I&M's analysis of the results; and C. The proposed actions, if any, I&M would plan to take to address the results of the assessment in order to ensure that a thriving SCWE exists at the D.C. Cook plant. 3. As expeditiously as possible but by no later than December 31, 2008, I&M agrees to complete the training of all D.C. Cook plant's non-supervisory employees and long-term contractors on the topic of a SCWE. 4. By no later than sixty
(60)calendar days after the issuance of this Confirmatory Order, a member of I&M management at a level at least equal to the D.C. Cook plant Site Vice President will communicate with D.C. Cook plant workforce about the company's policy and his/her expectations of management regarding the maintenance and enhancement of a SCWE. 5. By no later than ninety
(90)calendar days after the issuance of this Confirmatory Order, I&M agrees to implement a periodic assessment of its compliance with its work hour limitations program and evaluate the results of the assessment for trends. 6. In the event of the transfer of the operating license of D.C. Cook plant to another entity, the actions as required by this Confirmatory Order shall continue to apply to the D.C. Cook plant and accordingly survive any transfer of ownership or license. 7. The NRC understands that I&M has appealed the ARB decision to the United States Court of Appeals for the Sixth Circuit. The outcome of that appeal will not alter I&M's actions set forth herein or the provisions of this Confirmatory Order. The Director, Office of Enforcement, may, in writing, relax or rescind any of the above conditions upon demonstration by the Licensee of good cause. VI Any person adversely affected by this Confirmatory Order, other than the Licensee, may request a hearing within 20 days of its issuance. Where good cause is shown, consideration will be given to extending the time to request a hearing. A request for extension of time must be made in writing to the Director, Office of Enforcement, U.S. Nuclear Regulatory Commission, Washington, DC. 20555, and include a statement of good cause for the extension. Any request for a hearing shall be submitted to the Secretary, U.S. Nuclear Regulatory Commission, *ATTN:* Chief, Rulemakings and Adjudications Staff, Washington, DC. 20555-0001. Copies of the hearing request shall also be sent to the Director, Office of Enforcement, U.S. Nuclear Regulatory Commission, Washington, DC. 20555-0001, to the Assistant General Counsel for Materials Litigation and Enforcement at the same address, to the Regional Administrator, NRC Region III, 2443 Warrenville Road, Suite 210, Lisle, IL 60532-4352, and to the Licensee. Because of potential disruptions in delivery of mail to United States Government offices, it is requested that requests for hearing be transmitted to the Secretary of the Commission either by means of facsimile transmission to 301-415-1101 or by e-mail to *hearingdocket@nrc.gov* and also to the Office of the General Counsel either by means of facsimile transmission to 301-415-3725 or by e-mail to *OGCMailCenter@nrc.gov* . If a person other than the licensee requests a hearing, that person shall set forth with particularity the manner in which his interest is adversely affected by this Confirmatory Order and shall address the criteria set forth in 10 CFR 2.309(d) and (f). If the hearing is requested by a person whose interest is adversely affected, the Commission will issue an order designating the time and place of any hearing. If a hearing is held, the issue to be considered at such hearing shall be whether this Confirmatory Order should be sustained. In the absence of any request for hearing, or written approval of an extension of time in which to request a hearing, the provisions specified in Section V shall be final 20 days from the date of this Confirmatory Order without further order or proceedings. If an extension of times for requesting a hearing has been approved, the provisions specified in Section V shall be final when the extension expires if a hearing request has not been received. A request for hearing shall not stay the immediate effectiveness of this order. Dated this 4th day of April, 2007. For The Nuclear Regulatory Commission. Cynthia A. Carpenter, Director, Office of Enforcement. [FR Doc. E7-6843 Filed 4-10-07; 8:45 am] BILLING CODE 7590-01-P NUCLEAR REGULATORY COMMISSION [Docket No. 040-08778] Notice of Availability of Environmental Assessment and Finding of No Significant Impact for License Amendment for Molycorp, Inc.'s Facility in Washington, PA AGENCY: Nuclear Regulatory Commission. ACTION: Notice of Availability. FOR FURTHER INFORMATION CONTACT: James Webb, Project Manager, Decommissioning and Uranium Recovery Licensing Directorate, Division of Waste Management and Environmental Protection, Office of Federal and State Materials and Environmental Management Programs, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001; Telephone:
(301)415-6252; fax number:
(301)415-5398; e-mail: *jxw2@nrc.gov.* SUPPLEMENTARY INFORMATION: I. Introduction The NRC is considering issuance of a license amendment to Molycorp, Inc. (Molycorp or licensee) for Materials License No. SMB-1393, to authorize an alternate decommissioning schedule for its facility in Washington, Pennsylvania. NRC has prepared an Environmental Assessment
(EA)in support of this action in accordance with the requirements of 10 CFR Part 51. Based on the EA, the NRC has concluded that a Finding of No Significant Impact (FONSI) is appropriate. The amendment will be issued following the publication of this Notice. II. EA Summary The purpose of this proposed action is to allow the licensee to decommission its facility in a phased approach which will take longer than the two year period identified in the approved decommissioning plan (DP). Following an extensive supplemental characterization study, Molycorp found that there is a large volume of contaminated material in the subsurface. Molycorp will excavate the contaminated soils and transport them off-site to an NRC approved facility. Molycorp's proposed alternate decommissioning schedule shows that all decommissioning activities will be completed by the end of 2008. Molycorp's request is contained in a letter to NRC dated October 11, 2006. An earlier, and more extensive, EA was prepared for License Amendment No. 5, in support of the NRC staff evaluation of Molycorp's final DP. The NRC staff determined that all steps in the proposed decommissioning could be accomplished in compliance with the NRC public and occupational dose limits, effluent release limits, and residual radioactive material limits. In addition, the staff concluded that approval of the decommissioning of the Molycorp Washington, PA, facility in accordance with the commitments in NRC license SMB-1393 and the final DP would not result in a significant adverse impact on the environment. The proposed action does not change the impacts analyzed in detail in the EA prepared for License Amendment No. 5. If the NRC approves the license amendment, the authorization will be documented in an amendment to NRC License No. SMB-1393. However, before approving the proposed amendment, the NRC will need to make the findings required by the Atomic Energy Act of 1954, as amended, and NRC's regulations. These findings will be documented in a Safety Evaluation Report in addition to the EA. III. Finding of No Significant Impact The staff has prepared the EA (summarized above) in support of Molycorp's proposed alternate decommissioning schedule. The NRC staff has concluded that there will be no adverse environmental impacts associated with granting Molycorp an alternate decommissioning schedule. The impacts associated with this proposed action do not differ significantly from the impacts evaluated in the EA for approval of the DP in License Amendment No. 5. On the basis of the EA, the NRC has concluded that the environmental impacts from the action are expected to be insignificant and has determined not to prepare an environmental impact statement for the action. IV. Further Information Documents related to this action, including the application for amendment and supporting documentation, are available electronically at the NRC's Electronic Reading Room at *http://www.nrc.gov/reading-rm/adams.html.* From this site, you can access the NRC's Agency-wide Document Access and Management System (ADAMS), which provides text and image files of NRC's public documents. The ADAMS accession number for the documents related to this notice are: Molycorp's letter to NRC dated October 11, 2006, ML062970401; EA prepared for License Amendment No. 5, ML003735909; EA prepared for this action, ML070250014; Molycorp's final DP, ML010540178; **Federal Register** Notice for Amendment No. 8, ML050030165. If you do not have access to ADAMS or if there are problems in accessing the documents located in ADAMS, contact the NRC Public Document Room Reference staff at 1-800-397-4209,
(301)415-4737, or by e-mail to *pdr@nrc.gov.* Any questions should be referred to James Webb, Division of Waste Management and Environmental Protection, U.S. Nuclear Regulatory Commission, Washington DC 20555, Mailstop T-7E18, telephone
(301)415-6252, fax
(301)415-5397. Dated at Rockville, Maryland, this 5th day of April, 2007. For the U.S. Nuclear Regulatory Commission. Keith I. McConnell, Deputy Director, Decommissioning and Uranium Recovery Licensing Directorate, Division of Waste Management and Environmental Protection, Office of Federal and State Materials and Environmental Management Programs. [FR Doc. E7-6835 Filed 4-10-07; 8:45 am] BILLING CODE 7590-01-P NUCLEAR REGULATORY COMMISSION [Docket No. PROJ0735] Public Meeting To Discuss Nuclear Regulatory Commission Roles and Responsibilities for Department of Energy Waste Determination Activities at the Idaho National Laboratory; Notice of Public Meeting in Idaho Falls, ID AGENCY: Nuclear Regulatory Commission. ACTION: Notice of public meeting. DATES: April 25, 2007. FOR FURTHER INFORMATION CONTACT: Xiaosong Yin, Project Manager, Environmental Protection and Performance Assessment Directorate, Division of Waste Management and Environmental Protection, Office of Federal and State Materials and Environmental Management Programs, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001. Telephone:
(301)415-7640; fax number:
(301)415-5397; e-mail: *XXY@nrc.gov.* SUPPLEMENTARY INFORMATION: 1. Introduction The Ronald Reagan National Defense Authorization Act for Fiscal Year 2005
(NDAA)authorizes the U.S. Department of Energy (DOE), in consultation with the Nuclear Regulatory Commission (NRC), to determine whether certain radioactive waste related to the reprocessing of spent nuclear fuel is not high-level waste, provided certain criteria are met. The NDAA also requires NRC to monitor DOE disposal actions to assess compliance with 10 CFR Part 61, Subpart C, performance objectives for low-level waste. On September 7, 2005, DOE submitted a draft waste determination for residual waste incidental to reprocessing, including sodium bearing waste, stored in the Idaho Nuclear Technology and Engineering Center (INTEC) Tank Farm Facility
(TFF)to demonstrate compliance with the NDAA criteria including demonstration of compliance with the performance objectives in 10 CFR Part 61, Subpart C. In its consultation role, the NRC staff reviewed the draft waste determination and concluded that the NDAA criteria could be met for residual waste stored in the INTEC TFF. NRC documented the results of its review in a technical evaluation report
(TER)issued in October 2006. DOE issued a final waste determination in November 2006 taking into consideration the assumptions, conclusions, and recommendations documented in NRC's TER (ML062490142). To better inform the public on the NRC's activities under the NDAA, NRC is holding this public meeting in Idaho Falls, Idaho to provide the public with a clear understanding of NRC's activities on the implementation of the NDAA and the review of DOE's waste determination for the INTEC TFF. The NRC staff will also provide an overview of its planned monitoring activities. 2. Meeting Time and Location The NRC will hold this public meeting on April 25, 2007, at Red Lion Hotels, 475 River Parkway, Idaho Falls, Idaho. 3. Meeting Agenda *6:30 p.m.-7 p.m.:* Meeting participants registration. *7 p.m.-7:10 p.m.:* The NRC staff will make opening remarks regarding the conduct of today's sessions. *7:10 p.m.-7:30 p.m.:* The NRC staff will provide an overview of NRC's implementation of the Ronald Reagan National Defense Authorization Act for FY 2005, Section 3116. *7:30 p.m.-7:45 p.m.:* Open questions and answers from all participants. *7:45 p.m.-8 p.m.:* The NRC staff will provide an overview on NRC's technical review of DOE's Draft Determination for the Tank Farm Facility at the Idaho National Laboratory. *8 p.m.-8:15 p.m.:* The NRC staff will provide an overview of NRC planned monitoring activities for the Tank Farm Facility at the Idaho National Laboratory. *8:15 p.m.-9 p.m.:* Open questions and answers from all participants. *9 p.m.:* Adjourn. Dated at Rockville, Maryland, this 5th day of April, 2007. For the Nuclear Regulatory Commission. Scott Flanders, Deputy Director, Environmental Protection and Performance Assessment Directorate, Division of Waste Management and Environmental Protection. Office of Federal and State Materials and Environmental Management Programs. [FR Doc. E7-6836 Filed 4-10-07; 8:45 am] BILLING CODE 7590-01-P RAILROAD RETIREMENT BOARD Proposed Collection; Comment Request *Summary:* In accordance with the requirement of Section 3506 (c)(2)(A) of the Paperwork Reduction Act of 1995 which provides opportunity for public comment on new or revised data collections, the Railroad Retirement Board
(RRB)will publish periodic summaries of proposed data collections. *Comments are invited on:*
(a)Whether the proposed information collection is necessary for the proper performance of the functions of the agency, including whether the information has practical utility;
(b)the accuracy of the RRB's estimate of the burden of the collection of the information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected; and
(d)ways to minimize the burden related to the collection of information on respondents, including the use of automated collection techniques or other forms of information technology. *Title and purpose of information collection:* Placement Service; OMB 3220-0057 Section 12(i) of the Railroad Unemployment Insurance Act (RUIA), authorizes the Railroad Retirement Board
(RRB)to establish maintain, and operate free employment offices to provide claimants for unemployment benefits with job placement opportunities. Section 704(d) of the Regional Railroad Reorganization Act of 1973, as amended, and as extended by the consolidated Omnibus Budget Reconciliation Act of 1985, required the RRB to maintain and distribute a list of railroad job vacancies, by class and craft, based on information furnished by rail carriers to the RRB. Although the requirement under the law expired effective August 13, 1987, the RRB has continued to obtain this information in keeping with its employment service responsibilities under Section 12(k) of the RUIA. Application procedures for the job placement program are prescribed in 20 CFR 325. The procedures pertaining to the RRB's obtaining and distributing job vacancy reports furnished by rail carriers are described in 20 CFR 346.1. The RRB currently utilizes four forms to obtain information needed to carry out its job placement responsibilities. Form ES-2, Supplemental Information for Central Register, is used by the RRB to obtain information needed to update a computerized central register of separated and furloughed railroad employees available for employment in the railroad industry. Form ES-21, Referral to State Employment Service, and ES-21c, Report of State Employment Service Office, are used by the RRB to provide placement assistance for unemployed railroad employees through arrangements with State Employment Service offices. Form UI-35, Field Office Record of Claimant Interview, is used primarily by RRB field office staff to conduct in-person interviews of claimants for unemployment benefits. Completion of these forms is required to obtain or maintain a benefit. In addition, the RRB also collects Railroad Job Vacancies information received voluntarily from railroad employers. The RRB proposes minor, non-burden impacting editorial changes to Form ES-2, minor non-burden impacting editorial and reformatting changes to Form ES-21, and a minor non-burden impacting change to Form UI-35. No changes are being proposed to Form ES-21c or to the Railroad Job Vacancies Report. The estimated annual respondent burden for this collection is as follows: Estimate of Annual Respondent Burden Form Nos. Annual responses Completion time
(min)Burden
(hrs)ES-2 7,500 0.25 31 ES-21 3,500 0.68 40 ES-21c 1,250 1.50 31 UI-35 (in person) 9,000 7.00 1,050 UI-35 (by mail) 1,000 10.50 175 Railroad Job Vacancies Report 750 10.00 125 Total 23,000 1,452 *Additional Information or Comments:* To request more information or to obtain a copy of the information collection justification, forms, and/or supporting material, please call the RRB Clearance Officer at
(312)751-3363 or send an e-mail request to *Charles.Mierzwa@RRB.GOV* . Comments regarding the information collection should be addressed to Ronald J. Hodapp, Railroad Retirement Board, 844 North Rush Street, Chicago, Illinois 60611-2092 or send an e-mail to *Ronald.Hodapp@RRB.GOV* . Written comments should be received within 60 days of this notice. Charles Mierzwa, Clearance Officer. [FR Doc. E7-6785 Filed 4-10-07; 8:45 am] BILLING CODE 7905-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IC-27779; File No. 812-13342] Jefferson National Life Insurance Company, et al. April 6, 2007 AGENCY: Securities and Exchange Commission (the “Commission”). ACTION: Notice of application for an order of approval pursuant to Section 26(c) of the Investment Company Act of 1940, as amended (the “Act”) approving certain substitutions of securities and an order of exemption pursuant to Section 17(b) of the Act from Section 17(a) of the Act. Applicants: Jefferson National Life Insurance Company (“JNL”), Jefferson National Life Annuity Account C (“Separate Account C”), Jefferson National Life Annuity Account E (“Separate Account E”), Jefferson National Life Annuity Account F (“Separate Account F”), Jefferson National Life Annuity Account G (“Separate Account G”), Jefferson National Life Annuity Account H (“Separate Account H”), Jefferson National Life Annuity Account I (“Separate Account I”), Jefferson National Life Annuity Account J (“Separate Account J”), Jefferson National Life Annuity Account K (“Separate Account K”), Conseco Variable Insurance—Separate Account L (“Separate Account L”, and together with Separate Account C, Separate Account E, Separate Account F, Separate Account G, Separate Account H, Separate Account I, Separate Account J, and Separate Account K, the “Separate Accounts” and, collectively with JNL, the “Applicants”), Northern Lights Variable Trust (“NLVT” and collectively with Applicants, the “Section 17 Applicants”). Summary of Application: Applicants seek an order approving the proposed substitution of shares of the 40|86 Series Trust Equity Portfolio and 40|86 Series Trust Balanced Portfolio (the “Replaced Funds”) with shares of the JNF Equity Portfolio and JNF Balanced Portfolio (the “Replacement Funds”), (the “Substitutions”). Section 17 Applicants seek an order exempting them from the provisions of Section 17(a) of the Act to the extent necessary to permit JNL to carry out each of the Substitutions (“Application”). Filing Date: The application was originally filed on November 9, 2006, and was amended and restated on January 17, 2007, and April 2, 2007. 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 must be received by the Commission by 5:30 p.m. on April 27, 2007, 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 requester's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary of the Commission. ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. Applicants, 9920 Corporate Campus Drive, Suite 1000, Louisville, Kentucky 40223. FOR FURTHER INFORMATION CONTACT: Patrick Scott, Senior Counsel, Office of Insurance Products, Division of Investment Management, at
(202)551-6763, or Harry Eisenstein, Branch Chief, at
(202)661-6795. SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application is available for a fee from the Public Reference Branch of the Commission, 100 F Street, NE., Washington, D.C. 20549 (202-942-8090). Applicants' and Section 17 Applicants' Representations 1. JNL is a stock life insurance company originally organized in 1937 under the laws of Texas. JNL was formerly a subsidiary of Conseco Variable Insurance Company. JNL is currently an affiliate of Inviva, Inc., which purchased JNL in 2002. 2. Separate Account C was established in 1980. Separate Account C is registered under the Act as a unit investment trust (File No. 811-04819) and is used to fund variable annuity contracts issued by JNL. Two variable annuity contracts funded by Separate Account C are affected by the Substitutions. Separate Account E was established in 1993. Separate Account E is registered under the Act as a unit investment trust (File No. 811-08288) and is used to fund variable annuity contracts issued by JNL. One variable annuity contract funded by Separate Account E is affected by the Substitutions. Separate Account F was established in 1997. Separate Account F is registered under the Act as a unit investment trust (File No. 811-08483) and is used to fund variable annuity contracts issued by JNL. One variable annuity contract funded by Separate Account F is affected by the Substitutions. Separate Account G was established in 1996. Separate Account G is registered under the Act as a unit investment trust (File No. 811-07501) and is used to fund variable annuity contracts issued by JNL. Three variable annuity contracts funded by Separate Account G are affected by the Substitutions. Separate Account H was established in 1999. Separate Account H is registered under the Act as a unit investment trust (File No. 811-09693) and is used to fund variable annuity contracts issued by JNL. One variable annuity contract funded by Separate Account H is affected by the Substitutions. Separate Account I was established in 2000. Separate Account I is registered under the Act as a unit investment trust (File No. 811-10213) and is used to fund variable annuity contracts issued by JNL. One variable annuity contract funded by Separate Account I is affected by the Substitutions. Separate Account J was established in 2003. Separate Account J is registered under the Act as a unit investment trust (File No. 811-21498) and is used to fund variable annuity contracts issued by JNL. One variable annuity contract funded by Separate Account J is affected by the Substitutions. Separate Account K was established in 2003. Separate Account K is registered under the Act as a unit investment trust (File No. 811-21500) and is used to fund variable annuity contracts issued by JNL. One variable annuity contract funded by Separate Account K is affected by the Substitutions. Separate Account L was established in 2000. Separate Account L is registered under the Act as a unit investment trust (File No. 811-10271) and is used to fund variable universal life contracts issued by JNL. One variable universal life contract funded by Separate Account L is affected by the Substitutions (all eleven variable annuity contracts and the one variable universal life contract affected by the Substitutions are collectively referred to as the “Contracts”). 3. NLVT was organized in Delaware as a statutory trust on November 2, 2005 and is registered under the Act as an open-end management investment company. 4. 40/86 Advisors, Inc. (“Advisors”) is the investment adviser to the Replaced Funds, and is a subsidiary of Conseco Inc., JNL's former parent. The two Replaced Funds are portfolios of the 40/86 Series Trust, formerly known as the Conseco Series Trust (“CST”). JNF Advisors, Inc. (“JNF Advisor”) is a newly formed investment adviser under common control with JNL. JNF Advisor will serve as investment adviser to the Replacement Funds, which will be portfolios of NLVT. Chicago Equity Partners (“CEP”) is a registered investment adviser and is currently 40/86 Series Trust Equity Portfolio's sub-adviser. CEP is also currently the 40/86 Series Trust Balanced Portfolio's sub-adviser for the equity portion of the fund. After the Substitutions, CEP will be sub-adviser for both Replacement Funds, including the fixed income portion of the JNF Balanced Portfolio. There are no corporate affiliations between any of these three investment advisers. 5. Purchase payments under the Contracts may be allocated to one or more sub-accounts of the Separate Accounts (the “Sub-Accounts”). Income, gains and losses, whether or not realized, from assets allocated to the Separate Accounts are, as provided in the Contracts, credited to or charged against the Separate Accounts without regard to other income, gains or losses of JNL. The assets maintained in the Separate Accounts will not be charged with any liabilities arising out of any other business conducted by JNL. Nevertheless, all obligations arising under the Contracts, including the commitment to make annuity payments or death benefit payments, are general corporate obligations of JNL. Accordingly, all of the assets of JNL are available to meet its obligations under the Contracts. 6. The Contracts permit allocations of account value to available Sub-Accounts that invest in specific investment portfolios of underlying registered investment companies (each a “Fund” and, collectively, the “Mutual Funds”). The Mutual Funds are registered under the Act as open-end management investment companies. 7. The Contracts permit transfers of accumulation value from one Sub-Account to another Sub-Account at any time subject to certain restrictions. No sales charge applies to such a transfer of accumulation value among Sub-Accounts. 8. The Contracts reserve the right, upon notice to contract owners (the “Contract Owners”), to substitute shares of another mutual fund for shares of a Fund held by a Sub-Account. 9. Account C was established in 1980 as a management investment company. Effective May 1, 1993, Account C was restructured into a unit investment trust, pursuant to Commission exemptive relief. As a condition of this exemptive relief, certain Contract Owners' contracts were endorsed to limit the advisory fees the Contract Owner paid on investments in the 40/86 Series Trust Equity Portfolio. Investments by those Contract Owners in the corresponding Replacement Fund will continue to benefit from the advisory fee limitations which were a condition of the prior exemptive relief. 10. The Replaced Funds involved in the Substitutions include 2 separate 4086 Series Trust portfolios. After the Substitutions, the investment objective and policies of each Replacement Fund will be the same as or substantially similar to the investment objective and policies of the corresponding Replaced Fund. The Substitutions are being proposed for several reasons. First, the accumulated assets in the Replaced Funds were derived from an earlier time, prior to 2002, when Conseco Inc., JNL's former parent, formed a large commissioned broker-dealer network that was familiar with, and loyal to, the CST funds. That broker-dealer network dissolved after Conseco experienced financial difficulties in the summer of 2002. Today JNL, as an affiliate of Inviva, Inc. (which purchased JNL (f/k/a Conseco Variable Insurance Company)), has almost no access to the broker-dealer network that was responsible for the growth in assets in the CST funds. In addition, JNL has developed its own, very different target audience: the fee-based and fee-only adviser, as opposed to the traditional commission-based representative. Second, as part of the discussions related to the Substitutions of the Replaced Funds, Advisors has indicated to JNL that sponsoring an insurance-dedicated mutual fund complex did not have a place in its parent corporation's long-term business plan. Advisors intends to continue to serve in its current capacity with respect to the Replaced Funds to facilitate a smooth transition. The Board of Trustees of 40/86 Series Trust voted to liquidate, on or about March 23, 2007, the Trust's three other portfolios, the Fixed Income, Government Securities and Money Market Portfolios, and these portfolios have been liquidated. Currently all of the Mutual Funds are unaffiliated investment companies and changes due to investment performance, style drift, or management practice issues require substantial systems, filing, and printing resources, which slows the process to make changes, if necessary. Because it is anticipated the Replacement Funds and JNF Advisors will have “manager of managers” exemptive relief, JNF Advisor, as investment adviser, will be able to act more quickly and efficiently to protect Contract Owners' interests if the investment strategy, management team or performance of a sub-adviser does not meet expectations. JNF Advisor plans to file an application for “manager of managers” exemptive relief within 6 months from the date that the Substitutions are effected. The “manager of managers” exemptive relief would permit JNF Advisor, as the investment adviser for the existing series, to replace any sub-adviser or to employ a new sub-adviser without submitting such actions for the approval of shareholders of the affected series. Before a Replacement Fund relies on any Commission order or rule that would permit the Replacement Fund to enter into contracts with subadvisers without obtaining shareholder approval, the Replacement Fund's reliance on the order or rule will be approved, following the Substitutions, by a majority of the Replacement Fund's outstanding voting securities. 11. JNF Advisor will serve as the investment adviser for each Replacement Fund. However, the management of each Replacement Fund will be sub-advised as described below. Additional information, including the investment objective, fee structure and expenses for the fiscal year ending in 2006 for each of the Replaced and each Replacement Fund, is shown in the tables that follow: 12. Substitution 1 Replaced fund Replacement fund Fund Name 40/86 Series Trust Equity Portfolio JNF Equity; subadvised by CEP Investment Objective Seeks to provide a high total return consistent with preservation of capital and a prudent level of risk. Normally invests at least 80% of its assets in U.S. common stocks. May also invest in other U.S. and foreign securities, including convertible securities and warrants. Is normally widely diversified by industry and company, with a focus on small and medium-size companies. Uses a proprietary multi-factor model to select securities. The model includes momentum, value and quality factors. The process focuses on security selection while remaining industry, sector, style and capitalization neutral Seeks to provide a high total return consistent with preservation of capital and a prudent level of risk. Normally invests at least 80% of its assets in U.S. common stocks. May also invest in other U.S. and foreign securities, including convertible securities and warrants. Is normally widely diversified by industry and company, with a focus on small and medium-size companies. Uses a proprietary multi-factor model to select securities. The model includes momentum, value and quality factors. The process focuses on security selection while remaining industry, sector, style and capitalization neutral. Principal Risks • Market Risk • Market Risk. • Small-Company Risk • Small-Company Risk. • Price Volatility • Price Volatility. Adviser/Subadviser 40/86 Advisors Partners/CEP JNF Advisor/CEP. Fund Asset Level as of 9/30/06 $169,387,929 $0 Mgmt. Fee 0.79% * 0.79% * 12b-1 Fee 0.25% 0.25% Other Expenses 0.12% 0.20% Total Annual Operating Expns. 1.16% 1.24% Fee Reduction −0.06% −0.14% Net Total Annual Expenses 1.10% 1.10% * The advisory fee schedule does not contain breakpoints. The Applicants believe that the Replacement Fund is an appropriate substitute for the Replaced Fund because the investment objective and policies of the Replacement Fund are nearly identical to those of the Replaced Fund. Additionally, the Replacement Fund will be managed by the same sub-adviser as the Replaced Fund, and will continue using the same style and strategy as is used in managing the Replaced Fund. 13. Substitution 2 Replaced fund Replacement fund Fund Name 40/86 Series Trust Balanced Portfolio JNF Balanced; subadvised by CEP. Investment Objective Seeks a high total investment return consistent with the preservation of capital and prudent investment risk. Normally, invests approximately 50-65% of assets in equities, and the remainder in a combination of fixed income securities, or cash equivalents. The equity portion of the Portfolio is invested primarily in U.S. common stocks but may also invest in other U.S. and foreign securities, including convertible securities and warrants. Normally, the equity portion will be widely diversified by industry and company. It will focus on large and medium-size companies Seeks a high total investment return consistent with the preservation of capital and prudent investment risk. Normally, invests approximately 50-65% of assets in equities, and the remainder in a combination of fixed income securities, or cash equivalents. The equity portion of the Portfolio is invested primarily in U.S. common stocks but may also invest in other U.S. and foreign securities, including convertible securities and warrants. Normally, the equity portion will be widely diversified by industry and company. It will focus on large and medium-size companies. The fixed income portion of the Portfolio will normally maintain at least 25% of the value of the Portfolio's assets in a wide range of domestic and foreign fixed-income securities, including non-U.S. dollar denominated securities. The majority of foreign investments will be in Yankee Bonds. These fixed-income securities will have primarily intermediate and/or long-term maturities. The Portfolio may also invest in below investment grade fixed-income securities that are not believed to involve undue risk to income or principal. The lowest rating categories in which the Portfolio will invest are rated Caa/CCC by Moody's/S&P The fixed income portion of the portfolio will normally maintain at least 25% of the value of the Portfolio's assets in a wide range of domestic and foreign fixed-income securities, including non-U.S. dollar denominated securities. The majority of foreign investments will be in Yankee Bonds. These fixed-income securities will have primarily intermediate and/or long-term maturities. The Portfolio may also invest in below investment grade fixed-income securities that are not believed to involve undue risk to income or principal. The lowest rating categories in which the Portfolio will invest are rated Caa/CCC by Moody's/S&P. Principal Risks • Market Risk • Market Risk. • Midsize Company Risk • Midsize Company Risk. • Price Volatility • Price Volatility. • Principal Loss • Principal Loss. • Credit Risk • Credit Risk. • Interest Rate Risk • Interest Rate Risk. • Foreign Risk • Foreign Risk. • Leverage Risk • Leverage Risk. Adviser/Subadviser 40/86/CEP—Equity JNF Advisor/CEP. 40/86 Advisors—Fixed Income Fund Asset Level as of 9/30/06 $42,161,064 $0 Mgmt. Fee 0.79%* 0.79%* 12b-1 Fee 0.25% 0.25% Other Expenses 0.16% 0.23% Total Annual Operating Expenses 1.20% 1.27% Fee Reduction −0.10% −0.17% Net Total Annual Expenses 1.10% 1.10% * The advisory fee schedule does not contain breakpoints. The Applicants believe that the Replacement Fund is an appropriate substitute for the Replaced Fund because the investment objective and policies of the Replacement Fund are substantially similar to those of the Replaced Fund. Additionally, the Replacement Fund will be managed by the same sub-adviser as the Replaced Fund, and will continue using the same style and strategy as is used in managing the Replaced Fund. 14. The Substitutions will take place at the Funds' relative net asset values determined on the date of the Substitutions in accordance with Section 22 of the Act and Rule 22c-1 thereunder with no change in the amount of any Contract Owner's account value or death benefit or in the dollar value of his or her investment in any of the Sub-Accounts. Accordingly, there will be no financial impact on any Contract Owner. The Substitutions will generally be effected by having each of the Sub-Accounts that invests in the Replaced Funds redeem its shares at the net asset value calculated on the date of the Substitutions and purchase shares of the respective Replacement Funds at the net asset value calculated on the same date. 15. In the alternative, should a Replaced Fund determine that a cash redemption would adversely affect its shareholders, it may redeem the interest “in-kind.” In that case, the Substitutions will be effected by the Sub-Account contributing all the securities it receives from the Replaced Fund for an amount of Replacement Fund shares equal to the fair market value of the securities contributed. All in-kind redemptions from a Replaced Fund of which any of the 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). 16. The Substitutions will be described in a supplement to the prospectuses for the Contracts (“Supplements”) filed with the Commission and mailed to Contract Owners. The Supplements will provide Contract Owners with notice of the Substitutions and describe the reasons for engaging in the Substitutions. The Supplements also will inform Contract Owners with assets allocated to a Sub-Account investing in the Replaced Funds that the Replaced Funds will not be an available investment option after the date of the Substitutions and that Contract Owners will have the opportunity to reallocate account value once: • Prior to the Substitutions, from the Sub-Accounts investing in the Replaced Funds, and • For 30 days after the Substitutions, from the Sub-Accounts investing in the Replacement Funds to Sub-Accounts investing in other Funds available under the respective Contracts, without diminishing the number of free transfers that may be made in a given contract year and without the imposition of any transfer charge or limitation, other than any applicable limitations in place to deter potentially harmful excessive trading. To the extent a Contract Owner has account value allocated to both Sub-Accounts investing in a Replaced Fund, the Contract Owner will be permitted one reallocation from each Sub-Account. If a Contract Owner reallocates from both Sub-Accounts on the same day, they will have exhausted the number of permitted reallocations. 17. The prospectuses for the Contracts will contain the substance of the information contained in the Supplements concerning the Substitutions. Each Contract Owner will be provided with a prospectus for the Replacement Funds before the Substitutions, except that with respect to Replacement Funds that become effective contemporaneously with the Substitutions, a prospectus will be sent to affected Contract Owners with the written confirmation. Within five days after the Substitutions, JNL will send affected Contract Owners written confirmation that the Substitutions have occurred and notice that Contract Owners will have the opportunity to reallocate account value, for 30 days after the Substitutions, from the Sub-Accounts investing in the Replacement Funds to Sub-Accounts investing in other Funds available under the respective Contracts, without diminishing the number of free transfers that may be made in a given contract year and without the imposition of any transfer charge or limitation, other than any applicable limitations in place to deter potentially harmful excessive trading. 18. JNL will pay all direct and indirect expenses and transaction costs of the Substitutions, including all legal, accounting and brokerage expenses relating to the Substitutions. No costs will be borne by Contract Owners. Affected Contract Owners will not incur any fees or charges as a result of the Substitutions, nor will their rights or the obligations of the Applicants under the Contracts be altered in any way. The Substitutions will not cause the fees and charges under the Contracts currently being paid by Contract Owners to be greater after the Substitutions than before the Substitutions. The Substitutions will have no adverse tax consequences to Contract Owners and will in no way alter the tax benefits to Contract Owners. 19. Applicants believe that their request satisfies the standards for relief pursuant to Section 26(c) of the Act, as set forth below, because the affected Contract Owners will have:
(1)Account values allocated to a Sub-Account invested in a Replacement Fund with an investment objective and policies substantially similar to the investment objective and policies of the Replaced Fund; and
(2)Replacement Funds whose current total annual expenses will be no higher than those of the Replaced Funds for their 2006 fiscal year, because as described below, JNL has agreed to, for a period of 24 months following the Substitutions, limit the total net expenses of a Replacement Fund to those of the Replaced Fund for the 2006 fiscal year. At the end of the 24-month period it is possible that the expenses of the Replacement Funds may be higher. Applicants' and Section 17 Applicants' Legal Analysis 1. Section 26(c) of the Act makes it 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 approves the substitution. The Commission will approve such a substitution 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. 2. The purpose of Section 26(c) is to protect the expectation of investors in a unit investment trust that the unit investment trust will accumulate shares of a particular issuer by preventing unscrutinized substitutions that might, in effect, force shareholders dissatisfied with the substituted security to redeem their shares, thereby possibly incurring either a loss of the sales load deducted from initial premium payments, an additional sales load upon reinvestment of the redemption proceeds, or both. Moreover, in the insurance product context, a Contract Owner forced to redeem may suffer adverse tax consequences. Section 26(c) affords this protection to investors by preventing a depositor or trustee of a unit investment trust that holds shares of one issuer from substituting for those shares the shares of another issuer, unless the Commission approves that substitution. 3. Applicants assert that the purposes, terms and conditions of the Substitutions are consistent with the principles and purposes of Section 26(c) and do not entail any of the abuses that Section 26(c) is designed to prevent. Applicants have reserved the right to make such a substitution under the Contracts and this reserved right is disclosed in the prospectus for the Contracts. 4. In both Substitutions, Applicants maintain, the investment objectives and policies of the Replacement Funds are sufficiently similar to those of the corresponding Replaced Funds that Contract Owners will have reasonable continuity in investment expectations. Accordingly, the Replacement Funds are appropriate investment vehicles for those Contract Owners who have account values allocated to the Replaced Funds. 5. Applicants state that, for the 24-month period following the date of the Substitutions, JNL agrees to limit the total operating expenses of a Replacement Fund (taking into account any expense waiver or reimbursement) on an annualized basis to the net expense level of the corresponding Replaced Fund for the 2006 fiscal year. In addition, for 24 months following the Substitutions, JNL will not increase asset-based fees or charges for Contracts outstanding on the day of the Substitutions. JNL represents that the Substitutions and the selection of the Replacement Funds were not motivated by any financial consideration paid or to be paid by the Replacement Funds, their advisers or underwriters, or their respective affiliates. 6. Applicants submit that, the Substitutions will not result in the type of costly forced redemption that Section 26(c) was intended to guard against and, for the following reasons, is consistent with the protection of investors and the purposes fairly intended by the Act:
(1)Each of the Replacement Funds is an appropriate fund to which to move Contract Owners with account values allocated to the Replaced Funds because the new funds have substantially similar investment objectives and policies.
(2)The costs of the Substitutions, including any brokerage costs, will be borne by JNL and will not be borne by Contract Owners. No charges will be assessed to effect the Substitutions.
(3)The Substitutions will be at the net asset values of the respective shares without the imposition of any transfer or similar charge and with no change in the amount of any Contract Owner's account value.
(4)The Substitutions will not cause the fees and charges under the Contracts currently being paid by Contract Owners to be greater after the Substitutions than before the Substitutions and will result in Contract Owners' account values being moved to a Fund with the same or lower current total annual expenses.
(5)All Contract Owners will be given notice of the Substitutions prior to the Substitutions and will have an opportunity before, and for 30 days after, the Substitutions to reallocate account value among other available Sub-Accounts without diminishing the number of free transfers that may be made in a given contract year and without the imposition of any transfer charge or limitation, other than any applicable limitations in place to deter potentially harmful excessive trading or disintermediation involving the fixed accounts available with the variable annuity contracts.
(6)Within five days after a Substitution, JNL will send to its affected Contract Owners written confirmation that a Substitution has occurred.
(7)The Substitutions will in no way alter the insurance benefits to Contract Owners or the contractual obligations of JNL.
(8)The Substitutions will have no adverse tax consequences to Contract Owners and will in no way alter the tax benefits to Contract Owners.
(9)Before a Replacement Fund relies on any Commission order or rule that would permit the Replacement Fund to enter into contracts with sub-advisers without obtaining shareholder approval, the Replacement Fund's reliance on the order or rule will be approved, following the Substitutions, by a majority of the Replacement Fund's outstanding voting securities. 7. 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 JNL to carry out each of the proposed Substitutions. 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 principal, from knowingly purchasing any security or other property from the registered company. 8. Applicants state that, JNL, as depositor of the Separate Accounts, is an affiliate of the Separate Accounts and also JNF Advisor, which serves as investment adviser for the affected NLVT series. As such, JNF Advisor could be deemed to control the affected NLVT series and be an affiliate of the affected NLVT series. Assuming, for this or other reasons, that an affected NLVT series is an affiliate of an affiliate of JNL, to the extent the Separate Accounts each use assets received in-kind to purchase Replacement Fund Shares, the Substitutions would involve one or more purchases or sales of securities or property between persons who are affiliates of affiliates. Accordingly, the Section 17 Applicants are seeking relief, to the extent necessary, from Section 17(a) for the in-kind purchases and sales of Replacement Fund Shares. 9. 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. 10. The Section 17 Applicants submit that, for all the reasons set forth in paragraphs 3-9 above, the terms of the proposed in-kind purchases of shares of the Replacement Funds by the Separate Accounts, including the consideration to be paid and received, are reasonable and fair and do not involve overreaching on the part of any person concerned. The Section 17 Applicants also submit that the proposed in-kind purchases by the Separate Accounts are consistent with the policies of JNL and the affected NLVT series. Finally, the Section 17 Applicants submit that the proposed substitutions are consistent with the general purposes of the Act. 11. To the extent the Separate Account's in-kind purchases of Replacement Fund shares are deemed to involve principal transactions between entities which are affiliates of affiliates, the procedures described below, Applicants and Section 17 Applicants contend, 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. In addition, although not applicable, the in-kind transactions will conform with all except 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 account value or death benefit or in the dollar value of his or her investment in any Sub-Account. 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 they 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. 12. The Section 17 Applicants state that they will carry out the proposed in-kind purchases in conformity with all of the conditions of Rule 17a-7 and each Fund's procedures thereunder, except that the consideration paid for the securities being purchased or sold may not be entirely cash. Nevertheless, they contend, 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, JNL (or any of its 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 registration statement and as required by Rule 22c-1 under the Act. No brokerage commission, fee (except for customary transfer fees), or other remuneration will be paid to any party in connection with the proposed in-kind transactions. 13. Applicants state that the sale of shares of Replacement Funds for investment securities, as contemplated by the proposed in-kind transactions, is consistent with the investment policy and restrictions of 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, each Replacement Funds' sub-adviser 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. 14. The proposed in-kind transactions, Applicants state, 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 the Application, the Section 17 Applicants state that, the abuses described in Sections l(b)(2) and
(3)of the Act will not occur in connection with the proposed in-kind purchases. 15. The Commission has previously granted exemptions from Section 17(a) in circumstances substantially similar in all material respects to those presented in this Application to applicants affiliated with an open-end management investment company that proposed to purchase shares issued by the company with investment securities of the type that the company might otherwise have purchased for its portfolio. In these cases, the Commission issued an order pursuant to Section 17(b) of the Act where the expense of liquidating such investment securities and using the cash-proceeds to purchase shares of the investment company would have reduced the value of investors' ultimate investment in such shares. Conclusions 1. Applicants request an order of the Commission pursuant to Section 26(c) of the 1940 Act approving the Substitutions. 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 1940 Act. For the reasons and upon the facts set forth in the Application, the Applicants state that the requested order meets the standards set forth in Section 26(c) and should, therefore, be granted. 2. Section 17 Applicants request that the Commission issue an order pursuant to Section 17(b) of the Act exempting the Separate Accounts, JNL and the affected NLVT series from the provisions of Section 17(a) of the Act to the extent necessary to permit, 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 transactions 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). For the Commission, by the Division of Investment Management, under delegated authority. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-6867 Filed 4-10-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. IC-27778; File No. 812-13347] MetLife Insurance Company of Connecticut, et al. April 6, 2007. AGENCY: Securities and Exchange Commission (“Commission”). ACTION: Notice of application for an order of approval pursuant to Section 26(c) of the Investment Company Act of 1940, as amended (the “Act”), and an order of exemption pursuant to Section 17(b) of the Act from Section 17(a) of the Act. Applicants: MetLife Insurance Company of Connecticut (“MetLife of CT”), MetLife of CT Separate Account Five for Variable Annuities (“Separate Account Five”), MetLife of CT Separate Account Seven for Variable Annuities (“Separate Account Seven”), MetLife of CT Separate Account Nine for Variable Annuities (“Separate Account Nine”), MetLife of CT Separate Account Eleven for Variable Annuities (“Separate Account Eleven”), MetLife of CT Separate Account Thirteen for Variable Annuities (“Separate Account Thirteen”), MetLife of CT Fund U for Variable Annuities (“Fund U”), MetLife of CT Separate Account PF for Variable Annuities (“Separate Account PF”), MetLife of CT Separate Account TM for Variable Annuities (“Separate Account TM”), MetLife of CT Fund ABD for Variable Annuities (“Fund ABD”), MetLife of CT Fund BD for Variable Annuities (“Fund BD”), MetLife of CT Separate Account QP for Variable Annuities (“Separate Account QP”), MetLife of CT Separate Account QPN for Variable Annuities (“Separate Account QPN”), MetLife of CT Fund BD III for Variable Annuities (“Fund BD III”), MetLife Insurance Company of CT Variable Annuity Separate Account 2002 (“Separate Account 2002”), MetLife of CT Separate Account PP for Variable Life Insurance (“Separate Account PP”), MetLife of CT Separate Account CPPVUL I (“Separate Account CPPVUL I”), MetLife of CT Separate Account Three (“Variable Life Separate Account Three”), MetLife of CT Fund UL III for Variable Life Insurance (“Fund UL III”), MetLife of CT Fund UL for Variable Life Insurance (“Fund UL”), MetLife Life and Annuity Company of Connecticut (“MetLife LAN”), MetLife of CT Separate Account One (“Separate Account One”), MetLife of CT Separate Account Six for Variable Annuities (“Separate Account Six”), MetLife of CT Separate Account Eight for Variable Annuities (“Separate Account Eight”), MetLife of CT Separate Account Ten for Variable Annuities (“Separate Account Ten”), MetLife of CT Separate Account Twelve for Variable Annuities (“Separate Account Twelve”), MetLife of CT Separate Account Fourteen for Variable Annuities (“Separate Account Fourteen”), MetLife of CT Separate Account PF II for Variable Annuities (“Separate Account PF II”), MetLife of CT Separate Account TM II for Variable Annuities (“Separate Account TM II”), MetLife of CT Fund ABD II for Variable Annuities (“Fund ABD II”), MetLife of CT Fund BD II for Variable Annuities (“Fund BD II”), MetLife of CT Fund BD IV for Variable Annuities (“Fund BD IV”), MetLife Life and Annuity Company of CT Variable Annuity Separate Account 2002 (“MetLife LAN Separate Account 2002”), MetLife of CT Fund UL II for Variable Life Insurance (“Fund UL II”), MetLife Investors Insurance Company (“MetLife Investors”), MetLife Investors Variable Annuity Account One (“VA Account One”), MetLife Investors Variable Annuity Account Five (“VA Account Five”), MetLife Investors Variable Life Account One (“VL Account One”), MetLife Investors Variable Life Account Five (“VL Account Five”), 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 UL (“Separate Account UL”), Metropolitan Life Variable Annuity Separate Account I (formerly First Citicorp Life Variable Annuity Separate Account) (“Separate Account I”), Metropolitan Life Variable Annuity Separate Account II (formerly Citicorp Life Variable Annuity Separate Account) (“Separate Account II”); Security Equity Separate Account Nine (“SE Separate Account Nine”), Security Equity Separate Account Thirty Five (“SE Separate Account Thirty Five”), Security Equity Separate Account Fifty Two (“SE Separate Account Fifty Two”), Security Equity Separate Account Seventy Three (“SE Separate Account Seventy Three”), New England Life Insurance Company (“New England”), New England Variable Life Separate Account Four (“NEVL Separate Account Four”), New England Variable Life Separate Account Five (“NEVL Separate Account Five”), General American Life Insurance Company (“General American”, together with MetLife of CT, MetLife LAN, MetLife Investors, First MetLife Investors, MetLife Investors USA, MetLife, and New England, the “Insurance Companies”), General American Separate Account Seven (“GA Separate Account Seven”), General American Separate Account Twenty-Eight (“GA Separate Account Twenty-Eight”), General American Separate Account Twenty-Nine (“GA Separate Account Twenty-Nine”), General American Separate Account Thirty Three (“GA Separate Account Thirty Three”, together with Separate Account Six, Separate Account Seven, Separate Account Eight, Separate Account Nine, Separate Account Ten, Separate Account Eleven, Separate Account Twelve, Separate Account Thirteen, Separate Account Fourteen, Fund U, Separate Account PF, Separate Account TM, Fund ABD, Fund BD, Separate Account QP, Separate Account QPN, Fund BD III, Separate Account 2002, Separate Account PP, Separate Account CPPVUL I, Separate Account One, Separate Account Five, Separate Account Three, Fund UL III, Fund UL, Separate Account PF II, Separate Account TM II, Fund ABD II, Fund BD II, Fund BD IV, MetLife LAN Separate Account 2002, Fund UL II, VA Account One, VA Account Five, First VA Account One, First VA Account, One, VL Account One, VL Account Five, Separate Account A, Separate Account UL, Separate Account I, Separate Account II, SE Separate Account Nine, SE Separate Account Seventy Three, SE Separate Account Thirty Five, SE Separate Account Fifty Two, NEVL Separate Account Four, NEVL Separate Account Five, GA Separate Account Seven, GA Separate Account Twenty-Eight, and GA Separate Account Twenty-Nine, the “Separate Accounts”), Met Investors Series Trust (“MIST”) and Metropolitan Series Fund, Inc. (“Met Series Fund” together with MIST, the “Investment Companies”). The Insurance Companies and the Separate Accounts are referred to as the “Substitution Applicants” or “Applicants”. The Insurance Companies, the Separate Accounts and the Investment Companies are the “Section 17 Applicants”. Summary of Application: Applicants seek an order approving the substitution of certain series of the Investment Companies for shares of series of other, registered investment companies held by the Separate Accounts to fund certain group and individual variable annuity contracts and variable life insurance policies issued by the Insurance Companies (collectively, the “Contracts”). The Section 17 Applicants seek an order pursuant to Section 17(b) of the Act to permit certain in-kind transactions in connection with the Substitutions. Filing Date: The application was filed on November 30, 2006, and an amended and restated application was filed on April 5, 2007. *Hearing or Notification of Hearing:* An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants with a copy of the request personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on April 27, 2007, and should be accompanied by proof of service on Applicants, in the form of an affidavit or for lawyers a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request and the issued contested. Persons may request notification of a hearing by writing to the Secretary of the Commission. ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549. Applicants c/o Paul G. Cellupica, Chief Counsel—Securities Products and Regulation, MetLife Group, One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101. FOR FURTHER INFORMATION CONTACT: Robert S. Lamont, Jr., Senior Counsel, or Joyce M. Pickholz, Branch Chief, Office of Insurance Products, Division of Investment Management, at
(202)551-6795. SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee from the Public Reference Branch of the Commission, 100 F Street, NE., Washington, DC 20549
(202)551-8090. Applicants' Representations 1. MetLife of CT is a stock life insurance company organized in 1863 under the laws of Connecticut. MetLife LAN is a stock life insurance company organized in 1973 under the laws of Connecticut. MetLife Investors is a stock life insurance company organized on August 17, 1981, under the laws of Missouri. First MetLife Investors is a stock life insurance company organized on December 31, 1992, under the laws of New York. MetLife Investors USA is a stock life insurance company organized on September 13, 1960, under the laws of Delaware. MetLife is a stock life insurance company organized in 1868 under the laws of New York. New England is a stock life insurance company organized in 1980 under the laws of Delaware. General American is a stock life insurance company organized in 1933 under the laws of Missouri. 2. Separate Account Five, Separate Account Seven, Separate Account Eleven, Separate Account Thirteen, Fund U, Separate Account PF, Separate Account TM, Fund ABD, Fund BD, Separate Account QP, Fund BD III, Separate Account 2002, Fund UL, Separate Account One, Separate Account Three, Separate Account Six, Separate Account Eight, Separate Account Ten, Separate Account Twelve, Separate Account Fourteen, Separate Account PF II, Separate Account TM II, Fund ABD II, Fund BD II, Fund BD IV, MetLife LAN Separate Account 2002, Fund UL II, VA Account One, VL Account One, VL Account Five, First VA Account One, VA Account Five, Separate Account A, Separate Account UL, Separate Account II, Separate Account I, GA Separate Account Twenty-Eight, and GA Separate Account Twenty-Nine are registered under the Act as unit investment trusts for the purpose of funding the Contracts. Security interests under the Contracts have been registered under the Securities Act of 1933. 3. Separate Account Nine and Fund UL III were established as segregated asset accounts under Connecticut law in 1999. Separate Account Nine and Fund UL III are registered under the Act as a unit investment trusts for the purpose of funding the Contracts. Security interests under the Contracts have been registered under the Securities Act of 1933. 4. Separate Account QPN is exempt from registration under the Act. Security interests under the Contracts have been registered under the Securities Act of 1933. 5. Separate Account PP, Separate Account CCPVUL I, SE Separate Account Nine, SE Separate Account Thirty Five, SE Separate Account Fifty Two, SE Separate Account Seventy Three, NEVL Separate Account Four, NEVL Separate Account Five, GA Separate Account Seven, and GA Separate Account Thirty Three serve as separate account funding vehicles for certain Contracts that are exempt from registration under Section 4(2) of the Securities Act of 1933 and Regulation D thereunder. 6. The variable contracts funded by the separate accounts affected by this application are Flexible Premium Variable Annuity (CitiElite) (1933 Act File #333-138112 and 333-138113), Flexible Premium Deferred Variable Annuity (CitiVariable) (1933 Act File #333-138114 and 333-138115), Marquis (1933 Act File #333-40193, 333-40191, 333-125618 and 333-125756), MetLife Access Annuity (1933 Act File #333-23311 and 333-23327), MetLife Access Select Annuity (1933 Act File #333-23311 and 333-23327), MetLife Index Annuity (1933 Act File #333-27689 and 333-27687), MetLife Retirement Account (1933 Act File #333-58783 and 333-58809), MetLife Retirement Perspectives—Registered (1933 Act File #333-118412), Pioneer Annuistar Annuity (1933 Act File #333-101777 and 333-101815), Pioneer Annuistar Flex Annuity (1933 Act File #333-65926 and 333-65922), Pioneer Annuistar Plus Annuity (1933 Act File #333-101778 and 333-101814), Pioneer Annuistar Value Annuity (1933 Act File #333-101777 and 333-101815), Portfolio Architect 3 Annuity (1933 Act File #333-65926 and 333-65922), Portfolio Architect Access Annuity (1933 Act File #333-100435 and 333-100434). Portfolio Architect Annuity (1933 Act File #033-65343 and 033-65339), Portfolio Architect II Annuity (1933 Act File #333-101777 and 333-101815), Portfolio Architect L Annuity (1933 Act File #333-65926 and 333-65922), Portfolio Architect Plus Annuity (1933 Act File #333-101778 and 33-101814), Portfolio Architect Select Annuity (1933 Act File #033-65343 and 033-65339), Portfolio Architect XTRA Annuity (1933 Act File #333-70657 and 333-70659), Premier Advisers—Asset Manager Annuity (1933 Act File #333-60227 and 333-60215), Premier Advisers Annuity Class I & II (1933 Act File #033-65343 and 033-65339), Premier Advisers II Annuity (1933 Act File #333-65506 and 333-65500), Premier Advisers III Annuity Series I & II (1933 Act File #333-65506 and 333-65500), Premier Advisers L Annuity Series I and II (1933 Act File #333-60227 and 333-60215), PrimElite I (1933 Act File #333-32589 and 333-32581), PrimElite II (1933 Act File #333-72334 and 333-72336), Registered Blueprint I (1933 Act File #333-136191), Registered Blueprint II (1933 Act File #333-136191), Registered Prime Builder I (1933 Act File #333-136191), Registered Prime Builder II (1933 Act File #333-136191), Registered GoldTrack (1933 Act File #333-00165), Registered GoldTrack Select (1933 Act File #333-00165), Scudder, Advocate Advisor Annuity (1933 Act File #333-100435 and 333-100434), Scudder Advocate Advisor—ST1 Annuity (1933 Act File #333-100435 and 333-100434), Scudder Advocate Rewards Annuity (1933 Act File #333-101778 and 333-101814), Universal Annuity (1933 Act File #002-79529), Universal Annuity Advantage (1933 Act File #333-117028), Universal Select Annuity (1933 Act File #333-116783), Vintage Annuity (1933 Act File #033-73466 and 033-58131), Vintage 3 Annuity (1933 Act File #333-65926 and 333-65922), Vintage Access Annuity (1933 Act File #333-100435 and 333-100434), Vintage II Annuity (1933 Act File #333-82009 and 333-82013), Vintage II (Series II) Annuity (1933 Act File #333-82009 and 333-82013), Vintage L Annuity (1933 Act File #333-65926, 333-65922, 333-125613 and 333-125753), Vintage XTRA (Series II) Annuity (1933 Act File #333-70657 and 333-70659), Vintage XTRA Annuity (1933 Act File #333-70657 and 333-70659), Class AA (1933 Act File #333-96773, 333-50540, 333-138563), Class A (1933 Act File #333-96775, 333-54358, 333-138567), Class B (1933 Act File #333-96773, 333-50540, 333-138563), Destiny Select (1933 Act File #033-39100), Navigator Select (1933 Act File #333-34741 and 333-138569), Premier, Advisor (1933 Act File #033-39100), Prevail (1933 Act File #033-39100), Cova VA (1933 Act File #033-14979 and 333-138571), Cova VA Series A (1933 Act File #333-90405 and 333-138563), Custom-Select (1933 Act File #033-74174, 333-34741 and 333-138569), First Cova Custom-Select (1933 Act File #033-74174), Firstar Summit (1933 Act File #033-39100), PrimElite III (1933 Act File #333-125617 and 333-125756), Separate Account 29 VA (1933 Act File #033-54774), Cova SPVL (1933 Act File #333-17963 and 333-138576), Custom Select Flex VUL (1933 Act File #333-83197 and 333-138574), Custom Select Flex JSVUL (1933 Act File #333-83165 and 333-138573), MarketLife (1933 Act File #002-88637 and 033-63927), Invest (1933 Act File #002-88637), MetLife Variable Life (1933 Act File #333-96519 and 333-96517), MetLife Variable Life Accumulator Series (1933 Act File #333-96515 and 333-96521), MetLife Variable Life Accumulator Series 2 (1933 Act File #333-96515 and 333-96521), MetLife Variable Life Accumulator Series 3 (1933 Act File #333-113109 and 333-113110), MetLife Variable Survivorship Life (1933 Act File #333-69771 and 333-69773), MetLife, Variable Survivorship Life II (1933 Act File #333-56952 and 333-56958), VintageLife (1933 Act File #033-88578 and 033-88576), COLI 2000 (1933 Act File #333-94779), COLI 1 (1933 Act File #333-71349), COLI 1—Series 2 (Siemens) (1933 Act File #333-71349), COLI III (1933 Act File #333-94779), COLI IV (1933 Act File #333-113533), COLI Select (1933 Act File #333-105335). 7. 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. Met Investors Advisory, LLC and MetLife Advisers, LLC serve as investment adviser to MIST and Met Series Fund, respectively. 8. Under the annuity contracts, the Insurance Companies reserve the right to substitute shares of one fund with shares of another, including a fund of a different registered investment company. 9. Each Insurance Company, on its behalf and on behalf of the Separate Accounts, proposes to make certain substitutions of shares of thirty-nine 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. 10. The proposed substitutions are as follows: Shares of Met Series Fund's MetLife Stock Index Portfolio for shares of the Dreyfus Stock Index Fund, Inc. and DWS Equity 500 Index VIP; shares of Met Series Fund's BlackRock Diversified Portfolio for shares of Fidelity VIP Asset Manager Portfolio and DWS Balanced VIP; shares of MIST's Neuberger Berman Real Estate Portfolio for shares of Delaware VIP REIT Series and DWS RREEF Real Estate Securities VIP; shares of Met Series Fund's Oppenheimer Global Equity Portfolio for shares of Universal Institutional Funds Global Value Equity Portfolio; shares of MIST's Lord Abbett Mid-Cap Value Portfolio for shares of Lord Abbett Series Fund Mid-Cap Value Portfolio; shares of MIST's Lord Abbett Growth and Income Portfolio for shares of Lord Abbett Series Fund Growth and Income Portfolio and DWS Growth & Income VIP; shares of Met Series Fund's MFS Total Return Portfolio for shares of Janus Aspen Series Balanced Portfolio; shares of Met Series Fund's T. Rowe Price Large Cap Growth Portfolio for shares of Janus Aspen Series Growth and Income Portfolio and DWS Janus Growth & Income VIP; shares of Met Series Fund's Neuberger Berman Mid Cap Value Portfolio for shares of Universal Institutional Funds; shares of MIST's Third Avenue Small Cap Value Portfolio for shares of Putnam VT Small Cap Value Fund Lazard Retirement Small Cap Portfolio; shares of MIST's Loomis Sayles Global Markets Portfolio for shares of Templeton Global Asset Allocation Fund; shares of MIST's MFS Research International Portfolio for shares of Putnam VT International Equity Fund and DWS International VIP and DWS International Select Equity VIP; shares of MIST's MFS Emerging Markets Equity Portfolio for shares of Credit Suisse Emerging Markets Portfolio and Universal Institutional Funds Emerging Markets Equity Portfolio; shares of MIST's Met/AIM Capital Appreciation Portfolio for shares of AIM V.I. Capital Appreciation Fund; shares of Met Series Fund's Capital Guardian U.S. Equity Portfolio for shares of AIM V.I. Core Equity and MFS Investors Trust Series; shares of MIST's PIMCO Inflation Protected Bond Portfolio for shares of PIMCO Real Return; shares of Met Series Fund's Russell 2000 Index Portfolio for shares of DWS Small Cap Index; shares of Met Series Fund's BlackRock Bond Income Portfolio for shares of DWS Bond VIP and DWS Core Fixed Income VIP; shares of MIST's T. Rowe Price Mid-Cap Growth Portfolio for shares of DWS Mid Cap Growth VIP; shares of Met Series Fund's FI Value Leaders Portfolio for shares of DWS Blue Chip VIP; shares of MIST's BlackRock High Yield Portfolio for shares of DWS High Income VIP; shares of Met Series Fund's BlackRock Money Market Portfolio for shares of DWS Money Market VIP; shares of Met Series Fund's T. Rowe Price Small Cap Growth Portfolio for shares of DWS Small Cap Growth VIP; shares of MIST's Pioneer Strategic Income Portfolio for shares of DWS Strategic Income VIP; shares of Met Series Fund's BlackRock Large Cap Value Portfolio for shares of DWS Dreman High Return Equity VIP; shares of Met Series Fund's Davis Venture Value Portfolio for shares of DWS Davis Venture Value VIP; shares of MIST's Turner Mid-Cap Growth Portfolio for shares of DWS Turner Mid Cap Growth VIP; and shares of MIST's MFS Value Portfolio for shares of DWS Large Cap Value VIP. 11. Following is a summary of the investment objectives and policies of the Existing Funds and the respective Replacement Funds. Additional information including asset sizes, risk factors and comparative performance history for each Existing Fund and each Replacement Fund can be found in the Application. Existing Fund Replacement Fund Dreyfus Stock Index Fund, Inc.—seeks to match the total return of the S&P 500 Index. The Fund generally invests in all 500 stocks in the S&P 500 Index in proportion to their weighting in the Index. The Fund attempts to have a correlation between its performance and that of the S&P 500 Index of at least 95% before expenses DWS Equity 500 Index VIP—seeks to replicate as closely as possible before deduction of expenses, the performance of the S&P 500 Index. The Portfolio invests for capital appreciation, not income; any dividend and interest income is incidental to the pursuit of its objective. The Portfolio invests primarily in the securities included in the S&P 500 Index and derivative instruments relating to the Index MetLife Stock Index Portfolio—seeks to equal the performance of the S&P 500 Index. The Portfolio purchases the common stocks of all the companies in the S&P Index. The Portfolio also expects to invest in exchange traded funds and futures contracts based on the S&P 500 Index and/or related options. The investment adviser attempts to maintain a target correlation between its performance and that of the S&P 500 Index of at least 95%. VIP Asset Manager Portfolio—seeks a high total return with reduced risk over the long term by allocating its assets among stocks and bonds of large market capitalization companies and short term instruments. The Portfolio maintains a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in short-term money market instruments. The Portfolio may adjust the allocation among the asset classes gradually within the following ranges: stock class (30%-70%), bond class (20%-60%), and short-term and money market class (0%-50%). The Portfolio may invest up to 50% of its net assets in foreign securities. The Portfolio may invest up to 15% of its assets in non-investment grade debt securities DWS Balanced VIP—seeks high total return, a combination of income and capital appreciation. The Portfolio follows a flexible investment program, investing in a mix of growth and value stocks of large and small capitalization companies and bonds. The investment adviser employs a team approach to allocate the Portfolio's assets among the various asset classes. The Portfolio normally invests approximately 60% of its net assets in common stocks and other equity securities and approximately 40% of its net assets in fixed income securities The Portfolio may invest up to 25% of its total assets in foreign securities BlackRock Diversified Portfolio—seeks high total return while attempting to limit investment risk and preserve capital. The Portfolio invests its assets in equity securities and fixed-income securities. The amount of assets invested in each type of security will depend upon economic conditions, the general level of common stock prices, interest rates and other considerations including risks associated with each type of security. The Portfolio seeks to maintain the market capitalization, sector allocations and style characteristics similar to those of the S&P 500 Index. The Portfolio's fixed income investments will be investment grade and non-investment grade (up to 20% of total assets) and up to 20% of its total assets in foreign securities (including up to 10% in emerging markets); provided that the fixed income portion of the Portfolio may not invest more than 30% of its assets in high yield securities and foreign securities combined. Lord Abbett Series Fund Mid-Cap Value Portfolio—seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace. The Portfolio invests at least 80% of its assets in mid-sized companies with a capitalization range of the companies in the Russell Mid Cap Index. The Portfolio invests primarily in common stocks, including convertible securities, of companies with good prospects for improvement in earning trends or asset values that are not yet fully recognized. The Portfolio may invest up to 10% of its assets in foreign securities that are primarily traded outside of the U.S. The manager of the Fund also manages the Replacement Fund Lord Abbett Mid-Cap Value Portfolio—seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace. The Portfolio invests at least 80% of its assets in mid-sized companies with a capitalization range of the companies in the Russell Mid Cap Index . The Portfolio invests primarily in common stocks, including convertible securities, of companies with good prospects for improvement in earning trends or asset values that are not yet fully recognized. The Portfolio may invest up to 10% of its assets in foreign securities that are primarily traded outside of the U.S. Lord Abbett Series Fund Growth and Income Portfolio—seeks long-term growth of capital and income without excessive fluctuations in market price. Under normal circumstances the Portfolio will invest at least 80% of its net assets in equity securities (including, common stocks, preferred stocks, convertible securities, warrants and similar investments) of large, seasoned U.S. and multinational companies. The Portfolio invests primarily in the securities of companies that fall within the market capitalization range of the Russell 1000 Index. The Portfolio may also invest up to 10% of its assets in the securities of foreign issuers, (the Portfolio does not consider American Depositary Receipts (“ADRs”) as a foreign security). The manager of the Portfolio also manages the Replacement Fund Lord Abbett Growth and Income Portfolio—seeks long-term growth of capital and income without excessive fluctuation in market value. The Portfolio normally invests 80% of its net assets in equity securities of large (at least $5 billion of market capitalization), seasoned U.S. and multinational companies that are believed to be undervalued. The Portfolio may also invest in foreign securities up to 10% of its assets. DWS Growth & Income VIP—seeks long-term growth of capital, current income and growth of income. The Portfolio invests at least 65% of its assets in equities mainly common stocks. Although the Portfolio can invest in companies of any size and from any country, it invests primarily in large U.S. companies. The investment adviser looks for companies with strong prospects for continued growth of capital and earnings. The Portfolio may also invest up to 25% of its assets in foreign securities Global Value Equity Portfolio—seeks long-term capital appreciation by investing primarily in equity securities of issuers throughout the world, including U.S. issuers. The investment adviser selects securities believed to be undervalued for investment primarily from a universe of issuers located in developed markets, but may also invest in emerging markets. At least 20% of the Portfolio's assets will be invested in U.S. issuers. At least 80% of the Portfolio's assets will be invested in equity securities Oppenheimer Global Equity Portfolio—seeks capital appreciation. Under normal circumstances the Portfolio invests at least 80% of its net assets in equity securities. The Portfolio seeks broad portfolio diversification in different countries to help moderate the special risks of foreign investing. The Portfolio may invest without limitation in foreign securities, including developing and emerging markets. The Portfolio emphasizes its investments in developed markets such as the United States, Western European countries and Japan. U.S. Mid Cap Value Portfolio—seeks above-average total return over a market cycle of three to five years by investing in common stocks and other equity securities. The Portfolio invests primarily in common stocks of companies traded on a U.S. securities exchange with capitalizations generally in the range of companies included in the Russell Midcap Value Index. The Portfolio may invest up to 20% of its assets in real estate investment trusts and up to 20% of its assets in foreign securities (which excludes securities of foreign companies that are listed in the U.S. on a national stock exchange Neuberger Berman Mid Cap Value Portfolio—seeks capital growth. The Portfolio invests at least 80% of its assets in equity securities of mid-cap companies believed to be undervalued. The investment adviser defines mid-cap companies with a market capitalization within the range of the market capitalization of companies included in the Russell Midcap Index. The Portfolio may invest in foreign securities. Although not a principal investment strategy, the Portfolio may also invest in real estate investment trusts. Putnam VT Small Cap Value Fund—seeks capital appreciation. The Fund invests mainly in common stocks of U.S. companies with a focus on value stocks. Under normal conditions, at least 80% of the Fund's assets are invested in small companies of a size similar to those on the Russell 2000 Value Index. The Fund may invest in foreign securities. The Fund may also engage in a variety of transactions including derivatives, such as options, futures, warrants and swap contracts. Although there are no stated limits on investments in derivatives and foreign securities, the Fund normally invests at least 65% of its assets in the securities of U.S. companies Third Avenue Small Cap Value Portfolio—seeks long-term capital appreciation. Normally, the Portfolio, invests at least 80% of its net assets in equity securities of small companies whose market capitalization is no greater than nor less than the range of capitalization of companies in the Russell 2000 Index or the S&P Small Cap 600 Index. The Portfolio seeks to acquire common stocks of well-financed companies at a substantial discount to what the investment adviser believes is their true value. The Portfolio may invest up to 35% of its assets in foreign securities. The Portfolio is non-diversified but the Portfolio will be managed as a diversified portfolio indefinitely. Lazard Retirement Small Cap Portfolio—seeks long-term capital appreciation. Under normal circumstances, at least 80% of the Portfolio's assets are invested in equity securities, primarily common stocks, of small-cap companies with market capitalizations within the range of the companies included in the Russell 2000 Index. The portfolio manager looks for companies that are undervalued relative to their earnings, cash flow, asset values or other measures of value. The Portfolio may also invest up to 20% of its assets in equity securities of larger U.S. companies. The Portfolio occasionally invests in foreign securities. There are no stated limits for investments in foreign securities Templeton Global Asset Allocation Fund—seeks high total return. The Fund invests in equity securities of companies in any country, debt securities of companies and governments of any country, and money market securities. There is no minimum or maximum percentage targets for each asset class. Under normal conditions, the Fund invests substantially to primarily in equity securities. The Fund's debt investments generally focus on investment grade securities. The Fund may also purchase high yield debt securities Loomis Sayles Global Markets Portfolio—seeks high total return through a combination of capital appreciation and income. The Portfolio invests primarily in equity and fixed income securities of U.S. and foreign issuers including issuers located in emerging markets. The adviser allocates investment among foreign and domestic equities and fixed income securities. In determining equity investments, the adviser looks for companies with the potential for superior earnings growth relative to current value. In purchasing debt securities, the adviser looks for securities believed to be undervalued and to have the potential for credit upgrades. The Portfolio may purchase high yield debt securities. The Portfolio may engage in foreign currency hedging transactions and options and futures transactions. Putnam VT International Equity Fund—seeks capital appreciation. The Fund invests under normal circumstances, at least 80% of its assets in equity securities, mainly common stocks of companies outside the U.S. that are believed to be undervalued. The Fund invests mainly in mid sized and large companies, but may invest in companies of any size. The Fund may invest in emerging market companies. The Fund may engage in a variety of transactions involving derivatives, such as futures, options, warrants and swap contracts MFS Research International Portfolio—seeks capital appreciation. The Portfolio invests at least 65% of its assets in common stocks and related securities, such as preferred stocks, convertible securities and depository receipts. The Portfolio focuses on companies (including up to 25% of its assets in emerging market issuers) that are believed to have favorable growth prospects and attractive valuations based on current and expected earnings or cash flow. The Portfolio may invest in companies of any size. The Portfolio will invest in at least five countries. Although not a principal strategy, the Portfolio may engage in options, futures and foreign currency transactions. DWS International VIP—seeks long-term growth of capital primarily through diversified holdings of marketable foreign equity investments. Although the Portfolio can invest in companies of any size and from any country (other than the U.S.), it invests mainly in common stocks of established companies in countries with developed economies. Investments in emerging market issuers are limited to 15% of assets. The portfolio manager looks for companies with a history of above-average growth, strong competitive positioning, attractive prices relative to potential growth, sound financial strength and effective management, among other factors. The Portfolio may, but is not required to use derivatives DWS International Select Equity VIP—seeks capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities and other securities with equity characteristics. Under normal market conditions, the Portfolio invests in securities of issuers with a minimum market capitalization of $500 million. The Portfolio primarily invests in the countries that make up the MSCI EAFE Index. At least 50% of the Portfolio's assets will be invested in securities that are represented in the MSCI EAFE Index. However, the Portfolio may invest up to 50% of its net assets in non-index securities in companies located in the countries that make up the Index. The Portfolio manager looks for companies with high and sustainable return on capital and long-term prospects for growth. Although not one of its principal investment strategies, the Portfolio is permitted to use various types of derivatives. In particular, the Portfolio may use futures, currency options and forward currency transactions Credit Suisse Emerging Markets Portfolio—seeks long-term growth of capital. The Portfolio invests at least 80% of its assets in foreign equity securities focusing on issuers in emerging markets. The Portfolio analyzes a company's growth potential in choosing investments. The Portfolio may invest up to 20% of its assets in investment grade debt securities and non-market grade debt securities and up to 25% of its assets in options MFS Emerging Markets Equity Portfolio—seeks capital appreciation. The Portfolio invests at least 80% of its assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts of emerging market issuers. While the Portfolio may invest up to 50% of its assets in issuers located in a single country, the Portfolio expects to have no more than 25% of its assets invested in issuers located in any one country. While not a principal strategy, the Portfolio may invest in options and futures, foreign currency transactions and foreign debt securities, including high yield debt securities. Emerging Markets Equity Portfolio—seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of issuers in emerging market countries. At least 80% of the Portfolio's assets will be invested in equity securities of emerging market issuers. The Portfolio may invest in certain instruments such as derivatives, and may use certain techniques such as hedging to risk including currency risk AIM V.I. Capital Appreciation Fund—seeks growth of capital. The Fund invests principally in common stocks of domestic and foreign companies that are believed likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The Fund may purchase call options for hedging purposes and write covered call options on no more than 20% of the value of its assets. The manager of the Portfolio also manages the Replacement Fund Met/AIM Capital Appreciation Portfolio—seeks capital appreciation. The Portfolio invests principally in common stocks of domestic and foreign companies that are believed likely to benefit from new or innovative products, services or processes, as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The Portfolio may buy “growth” or “value” stocks. The Portfolio may invest in small, relative new or unseasoned companies. The Portfolio may purchase call options for hedging purposes and write covered call options or no more than 20% of the value of its assets. AIM V.I. Core Equity Fund—seeks growth of capital. The Fund invests at least 80% of its assets in equity securities including convertible securities of established companies believed to have long-term above-average growth in earnings and growth companies believed to have the potential for above-average growth in earnings. The Fund may invest in instruments that have economic characteristics similar to the Fund's direct investments such as warrants, futures, options, exchange-traded funds and American Depositary Receipts. The Fund may invest up to 25% of its assets in foreign securities Capital Guardian U.S. Equity Portfolio—seeks long-term growth of capital. The Portfolio invests at least 80% of its assets in equity securities of companies with market capitalizations greater than $1 billion at the time of investment. The Portfolio may also invest in fixed income securities convertible into equity securities. The Portfolio may invest up to 15% of its assets in foreign securities, including securities of issuers in emerging markets. The Portfolio's adviser seeks companies with asset values believed to be understated, strong balance sheets and stock prices not considered excessive relative to book value. MFS Investors Trust Series—seeks mainly to provide long-term growth of capital and secondarily reasonable current income. The Series invests at least 65% of its assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts. While the Series may invest in companies of any size, it generally focuses on companies with large market capitalization believed to have sustainable growth prospects and attractive valuations based on annual and expected earnings and cash flow. The Series may invest in foreign equity securities PIMCO Real Return Portfolio—seeks maximum real return consistent with preservation of real capital and prudent investment management. The Portfolio invests at least 80% of its assets in inflation-indexed bonds of varying maturities issued by U.S. and non-U.S. governments, their agencies or government-sponsored enterprises and corporations. The average portfolio duration normally varies within three years (plus or minus) of the duration of the Lehman Brothers U.S. TIPS Index. The Portfolio may invest up to 10% of its assets in junk bonds rated B or higher. The Portfolio may invest up to 30% of its total assets in securities denominated in foreign currencies and may invest without limit in U.S. dollar denominated securities of foreign issuers. The Portfolio will normally hedge at least 75% of its exposure to foreign currency to reduce risk. The Portfolio is non-diversified. The Portfolio may invest all of its assets in derivative instruments such as options, futures contracts or swap agreements, or in mortgage-or-asset-backed securities. The manager of the Portfolio also manages the Replacement Fund PIMCO Inflation Protected Bond Portfolio—seeks maximum real return, consistent with presentation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 80% of its net assets in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities, and corporations (either through cash market purchases, forward commitments or derivative instruments). The average portfolio duration of the Portfolio normally will vary within (plus or minus) three years of the duration of the Lehman Global Real: U.S. TIPS Index. Principal investments may include inflation-indexed bonds and other fixed income securities issued by the U.S. government or its subdivisions, agencies or government-sponsored enterprises, non-U.S. governments or their subdivisions, agencies or government-sponsored enterprises, and U.S. and foreign companies including mortgage-related securities; money market instruments; structured notes such as hybrid or “indexed” securities, event-linked bonds, and loan participations; delayed funding loans; revolving credit facilities; debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises; and obligations of international agencies or supranational entities. The Portfolio also may invest up to 30% of its assets in securities denominated in foreign currencies, and may invest up to 30% of its assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar denominated securities of foreign issuers. The Portfolio will normally hedge at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rates. The Portfolio is non-diversified. The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts or swap agreements, or in mortgage-or asset-backed securities. Delaware VIP REIT Series—seeks maximum long-term total return, and a secondary objective of capital appreciation. The Series is non-diversified. Under normal circumstances the Series will invest at least 80% of its net assets in securities of real estate investment trusts. The Series may also invest in the equity securities of real estate industry operating companies. The Series may invest up to 10% of its net assets in foreign securities, not including American Depositary Receipts. The Series may also invest in convertible securities, debt and non-traditional equity securities, options and futures; repurchase agreements; restricted securities; illiquid securities; and when issued or delayed delivery securities Neuberger Berman Real Estate Portfolio—seeks total return through investment in real estate securities, emphasizing both capital appreciation and current income. The Portfolio is non-diversified. The Portfolio invests, normally, at least 80% of its assets in equity securities of real estate investment trusts and other securities issued by real estate companies. The Portfolio may invest up to 20% of its assets in investment grade or non-investment grade (minimum rating of B) debt securities. DWS RREEF Real Estate Securities VIP—seeks long-term capital appreciation and current income. Under normal circumstances, the portfolio invests at least 80% of its assets in equity securities (including preferred stocks and convertible securities) of real estate investment trusts (“REITs”) and real estate companies with the potential for price appreciation and a record of paying dividends. The Portfolio is non-diversified. When deemed prudent, the Portfolio may invest a portion of its assets in short-term securities, bonds, notes, equity securities of non-real estate companies and non-leveraged stock index contracts. Derivatives may only be used for hedging purposes Janus Growth and Income Portfolio—seeks long-term capital growth and current income. The Portfolio normally invests in common stocks. It will normally invest up to 75% of its assets in equity securities selected for their growth potential and at least 25% of its assets in securities the portfolio manager believes have income potential. The Portfolio may invest significantly in foreign securities. The Portfolio will limit its investments in high-yield/high-risk bonds to less than 35% of its net assets. The Portfolio may also invest in the following securities: Indexed/structured securities; options; futures; swap agreements; participatory notes and other types of derivatives; short sales “against the box”; and securities purchased on a when-issued, delayed delivery or forward commitment basis T. Rowe Price Large Cap Growth Portfolio—seeks long-term growth of capital and, secondarily, dividend income. Normally, the Portfolio invests at least 80% of its assets in the common stocks and other securities of large capitalization companies (i.e., those within the market capitalization range of the Russell 1000 Index). As of January 31, 2007, the market capitalization range of the Index was $1.19 billion to $448.33 billion. The investment adviser seeks companies that have the ability to pay increasing dividends through strong cash flow. The Portfolio may also purchase other securities, including foreign stocks, hybrid securities and futures and options, in keeping with the Portfolio's investment objective. Historically, the Portfolio has not invested in derivatives. The Portfolio may invest up to 30% of its assets in foreign securities, excluding American Depositary Receipts. DWS Janus Growth & Income VIP—seeks long term capital growth and current income. The Portfolio normally emphasizes investments in equity securities. It may invest up to 75% of its total assets in equity securities selected primarily for their growth potential and at least 25% of its total assets in securities the portfolio manager believes have income potential. The Portfolio may invest substantially all of its assets in equity securities if the portfolio manager believes that equity securities have the potential to appreciate in value. The Portfolio may invest without limit in foreign securities. The Portfolio is permitted, but not required, to use various types of derivatives in circumstances where the managers believe they offer an economical means of gaining exposure to a particular asset class or to keep cash on hand to meet shareholder redemptions or other needs while maintaining exposure to the market Janus Balanced Portfolio—seeks long-term capital growth, consistent with preservation of capital and balanced by current income. The Portfolio normally invests 50-60% of its assets in equity securities of any market capitalization companies selected primarily for their growth potential, these include common stocks, preferred stocks, convertible securities, or other securities selected for their growth potential. The Portfolio also invests 40-50% of its assets in securities selected primarily for their income potential, which primarily will include fixed-income securities. The Portfolio normally invests at least 25% of its assets in fixed-income senior securities. The Portfolio will limit its investments in high-yield/high-risk bonds to less than 35% of its net assets. There are no limits on the countries in which the Portfolio may invest and the Portfolio may at times have significant foreign exposure. Other types of investments that the Portfolio may invest its assets in include: indexed/structured securities; options; futures; forwards; swap agreements; participatory notes; short sales “against the box;” and when issued, delayed delivery or forward commitment securities MFS Total Return Portfolio—seeks a favorable total return through an investment in a diversified portfolio. The Portfolio normally invests at least 40%, but not more than 75% of its net assets in common stocks and related securities such as preferred stocks, and bonds, warrants or rights convertible into stock. The Portfolio may also invest in depositary receipts for such equity securities. At least 25% of the Portfolio's net assets are normally invested in non-convertible fixed-income securities and up to 20% of its net assets may be in non-investment grade debt securities. However, historically, the Portfolio does not invest a significant portion of its assets in non-investment grade debt securities. The Portfolio may invest up to 20% of its net assets in foreign securities and may have exposure to foreign currencies through its investments in these securities. The Portfolio focuses on undervalued equity securities issued by companies with large market capitalizations ($5 billion or more). DWS Small Cap Index VIP—seeks to replicate, as closely as possible, before deduction of expenses, the performance of the Russell 2000 Index. The Portfolio invests for capital appreciation, net income; any dividend and interest income is incidental to the pursuit of its objective. The Portfolio invests primarily in the securities included in the Russell 2000 Index and derivative instruments relating to the Index. The portfolio manager uses quantitative analysis techniques to structure the Portfolio to obtain a high correlation to the Russell 2000 Index. The Portfolio invests in a statistically selected sample of the securities found in the Index. The Portfolio seeks a correlation between the performance of the Portfolio, before expenses, and the Russell 2000 Index of 98% or better Russell 2000 Index Portfolio—seeks to equal the return of the Russell 2000 Index. The Portfolio invests its assets in a statistically selected sample of the 2000 stocks included in the Index. In addition to the securities of the type contained in the Index, the Portfolio also expects to invest in exchange traded funds and futures contracts based on the Russell 2000 Index and/or related options to simulate full investment in the Index while retaining liquidity, or to facilitate trading, reduce transaction costs or to seek higher return when these derivatives are more attractively priced than the underlying security. The investment adviser attempts to maintain a target correlation coefficient of at least 95% for the Portfolio. DWS Bond VIP—seeks to maximize total return consistent with preservation of capital and prudent investment management by investing for both current income and capital appreciation. The Portfolio primarily invests in U.S. dollar-denominated investment grade fixed income securities, including corporate bonds, U.S. government and agency bonds and mortgage- and asset-backed securities. A significant portion of the Portfolio's assets may also be allocated among foreign investment grade fixed income securities, high yield bonds of U.S. and foreign issuers (including high yield bonds of issuers in countries with new or emerging securities markets), or, to maintain liquidity, in cash or money market instruments. The Portfolio normally invests at least 65% of total assets in high grade U.S. bonds (those considered to be in the top three grades of credit quality). The Portfolio may invest up to 25% of its total assets in foreign investment grade bonds (those considered to be in the top four grades of credit quality). In addition, the Portfolio may also invest up to 20% of total assets in securities of U.S. and foreign issuers that are below investment grade (rated as low as the sixth credit grade, i.e., grade B, including investments in U.S. dollar or foreign currency denominated bonds of issuers located in countries with new or emerging securities markets. In addition, the Portfolio is permitted, but not required, to use other various types of derivatives. Derivatives may be used for hedging and for risk management or for non-hedging purposes to seek to enhance potential gains BlackRock Bond Income Portfolio—seeks a competitive total return primarily from investing in fixed income securities. The Portfolio invests, under normal circumstances, at least 80% of its assets in fixed-income securities including investment grade fixed-income securities, U.S. government securities, mortgage-backed and asset-backed securities, corporate debt securities of U.S. and foreign issuers, and cash equivalents. The Portfolio may also invest in securities through Rule 144A and other private placement transactions. The Portfolio may invest up to 20% of its assets in high yield securities and up to 20% of its assets in foreign securities (including up to 10% in emerging markets). No more than 30% of the Portfolio's assets may be invested in a combination of high yield and foreign securities. In addition to bonds, the Portfolio's high yield securities may include convertible bonds, convertible preferred tocks, warrants or other securities attached to bonds or other fixed-income securities. The Portfolio may also use derivatives to attempt to reduce interest rate or occurring risks or to adjust the Portfolio's duration. DWS Core Fixed Income VIP—seeks high current income. The Portfolio invests for current income, not capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of its assets, determined at the time of purchase, in fixed income securities. Fixed income securities include those of the U.S. Treasury, as well as U.S. government agencies and instrumentalities, corporate, mortgage-backed and asset-backed securities, taxable municipal and tax-exempt municipal bonds and liquid Rule 144A securities. The Portfolio invests primarily in investment-grade fixed income securities rated within the top three credit rating categories. The Portfolio may invest up to 20% of its total assets in investment-grade fixed income securities rated within the fourth highest credit rating category. The Portfolio may invest up to 25% of its total assets in U.S. dollar-denominated securities of foreign issuers. Although not one of its principal investment strategies, the Portfolio may invest in certain types of derivatives DWS Mid Cap Growth VIP—seeks long-term capital growth. Under normal circumstances, the portfolio invests at least 80% of its net assets, determined at the time of purchase, in companies with market caps within the market capitalization range of the Russell Midcap Growth Index or securities with equity characteristics that provide exposure to those companies. It may also invest in convertible securities when it is more advantageous than investing in a company's common stock. The Portfolio may invest up to 20% of its assets in stocks and securities of companies based outside the U.S. The Portfolio may use derivatives in circumstances where the managers believe they offer an economical means of gaining exposure to a particular asset class or to help meet shareholder redemptions or other needs while maintaining exposure to the market T. Rowe Price Mid-Cap Growth Portfolio—seeks long-term growth of capital. Under normal circumstances, at least 80% of the Portfolio's assets are invested in a diversified portfolio of common stocks of mid cap companies whose earnings are expected to grow at a faster rate than the average company. Mid-cap companies are those whose market capitalization falls within the range of either the S&P MidCap 400 Index or the Russell Midcap Growth Index. While most of the Portfolio's assets will be invested in U.S. common stocks, the Portfolio may also purchase foreign stocks, options and futures. The Portfolio may also use derivatives as a non-principal investment strategy. DWS Blue Chip VIP—seeks growth of capital and income. Under normal circumstances, the Portfolio invests at least 80% of net assets, in common stocks of large U.S. companies that are similar in size to the companies in the S&P 500 Index and that the portfolio managers consider to be “blue chip” companies. Blue chip companies are large, well-known companies that typically have an established earnings and dividends history, easy access to credit, solid positions in their industries and strong management. The Portfolio may invest up to 20% of its assets and foreign securities and is permitted, but not required to use various types of derivatives FI Value Leaders Portfolio—seeks long-term growth of capital. Normally, the Portfolio invests in common stocks of well known and established companies. The Portfolio may invest its assets in foreign securities and in futures contracts and exchange traded funds to increase or decrease exposure to changing security prices or other factors that affect security values. The Portfolio may invest in domestic and foreign companies without limit. Under normal market conditions, as a non-fundamental policy, the Portfolio will not purchase futures contracts or write put options if the Portfolio's total obligations would exceed 25% of its total assets, as a result of the settlement or exercise of these derivatives. DWS High Income VIP—seeks to provide a high level of current income. Under normal circumstances, the Portfolio generally invests at least 65% of net assets in junk bonds, which are those rated below the fourth highest credit rating category (i.e., grade BB/Ba and below). The Portfolio may invest up to 50% of total assets in bonds denominated in U.S. dollars or foreign currencies from foreign issuers. Although not a principal investment strategy, the Portfolio is permitted, but not required to use various types of derivatives. In particular, the Portfolio may use futures, currency options and forward currency transactions BlackRock High Yield Portfolio—seeks to maximize total return consistent with income generation and prudent investment management. The Portfolio normally invests at least 80% of its assets in high yield bonds, including convertible and preferred securities. Portfolio may invest up to 10% of its assets in non-dollar denominated bonds of issuers located outside of the U.S. including issuers located in emerging markets. Portfolio may invest in a wide range of securities including corporate bonds, mezzanine investments, collateralized bond obligations, bank loans and mortgage-backed and asset-backed securities. Portfolio may invest in securities of any rating and may invest up to 10% of its assets in distressed securities that are in default or the issuers of which are in bankruptcy. Portfolio may also invest in derivatives and may use derivatives for leverage. DWS Money Market VIP—seeks to maintain stability capital and, consistent therewith, to maintain the liquidity of capital and to provide current income. The Portfolio invests exclusively in high quality U. S. dollar denominated short-term securities paying a fixed, variable or floating interest rate and repurchase agreements. The Portfolio seeks to maintain a dollar-weighted average maturity of 90 days or less. The Portfolio may purchase debt obligations issued by U.S. and foreign banks, financial institutions, corporations or other entities, U.S. government securities, repurchase agreements and asset-backed securities BlackRock Money Market Portfolio—seeks a high level of current income consistent with preservation of capital. The Portfolio invests in the highest quality, short-term money market securities or in U. S. Government securities. The Portfolio may invest in commercial paper, asset-backed securities and in U.S. dollar-denominated securities issued by foreign companies or banks or their U.S. affiliates. DWS Small Cap Growth VIP—seeks maximum appreciation of investors' capital. Under normal circumstances, the Portfolio invests at least 80% of net assets in small capitalization stocks similar in size to those comprising the Russell 2000 Growth Index. The Portfolio intends to invest primarily in companies whose market capitalizations fall within the normal range of the Index. The investment adviser looks for companies believed to have the potential for sustainable above-average growth and whose market value appears reasonable in light of their business prospects. While the Portfolio invests mainly in U.S. stocks, it could invest up to 25% of total assets in foreign securities. The Portfolio is permitted, but no required, to use various types of derivatives. In particular, the Portfolio may use futures and options, including sales of covered put and call options T. Rowe Price Small Cap Growth Portfolio—seeks long-term capital growth. Under normal market conditions, invests at least 80% of the Portfolio's net assets in a diversified group of small capitalization companies, within the range of or smaller than the market capitalization of the smallest 100 companies in the S&P 500 Index. The Portfolio will be very broadly diversified and the top 25 holdings will not constitute a large portion of assets. This broad diversification should minimize the effects of individual security selection on Portfolio performance. While most assets will be invested in U.S. common stocks, other securities may also be purchased for the Portfolio, including foreign stocks, futures and options, in keeping with its objective. The Portfolio may use derivatives to “hedge” or protect its assets from an unfavorable shift in securities prices or interest rates, to maintain exposure to the broad equity markets or to enhance return. The Portfolio may also use derivatives to attempt to avoid the risk of an unfavorable shift in currency rates. DWS Strategic Income VIP—seeks a high current return. The Portfolio invests mainly in bonds issued by U.S. and foreign corporations and governments. The credit quality of the Portfolio's investments may vary; the Portfolio may invest up to 100% of total assets in either investment-grade bonds or in junk bonds, which are those below the fourth highest credit rating category (i.e., grade BB/Ba and below). The Portfolio may invest up to 50% of total assets in foreign bonds. The Portfolio may also invest in emerging markets securities and dividend-paying common stocks. Part of the Portfolio's current investment strategy involves the use of various types of derivatives. In particular, the Portfolio may use futures, currency options and forward currency transactions Pioneer Strategic Income Portfolio—seeks a high level of current income. Under normal market conditions, invests at least 80% of its net assets in debt securities. The Portfolio has the flexibility to invest in a broad range of issuers and segments of the debt securities market including investment grade and below investment grade securities of U.S. and non-U.S. issuers. Up to 70% of the Portfolio's total assets may be in junk bonds. Up to 20% of the Portfolio's total assets may be invested in debt securities rated below CCC by Standard & Poor's Corp. Up to 85% of the Portfolio's total assets may be invested in emerging markets. The Portfolio may invest up to 20% of its assets in all types of equity securities. Although not a principal investment strategy, the Portfolio may invest in various types of derivatives. DWS Dreman High Return Equity VIP—seeks to achieve a high rate of total return. Under normal circumstances, the Portfolio invests at least 80% of net assets in common stocks and other equity securities. The Portfolio focuses on stocks of large U.S. companies that are similar in size to the companies in the S&P 500 Index and that the Portfolio managers believe are undervalued. The Portfolio intends to invest primarily in companies whose market capitalizations fall within the normal range of the Index. Although the Portfolio can invest in stocks of any economic sector, at times it may emphasize the financial services sector or other sectors (in fact, it may invest more than 25% of total assets in a single sector). The Portfolio may invest up to 20% of net assets in U.S. dollar-denominated American Depository Receipts and in securities of foreign companies traded principally in securities markets outside the U.S BlackRock Large Cap Value Portfolio—seeks long-term growth of capital. Under normal market conditions, invests at least 80% of the Portfolio's net assets in a portfolio of large capitalization companies, which may include common and preferred stocks. BlackRock considers large capitalization companies to be those with market capitalizations within the capitalization range of companies included in the Russell 1000 Value Index, which is composed of value stocks in the Russell 1000 Index. The Portfolio may invest up to 20% of its assets in smaller capitalization stocks. The Portfolio may also invest in foreign securities without limit. DWS Davis Venture Value VIP—The Portfolio seeks growth of capital. The Portfolio invests primarily in common stock of U.S. companies with market capitalizations of at least $5 billion. The Portfolio may also invest in foreign companies and U.S. companies with smaller market capitalizations. The Portfolio is permitted, but not required, to use various types of derivatives. The Portfolio does not concentrate in any industry but may have exposure to a given industry or sector. The manager of the Portfolio also manages the Replacement Fund Davis Venture Value Portfolio—The Portfolio seeks growth of capital. The Portfolio invests, under normal circumstances, the majority of the Portfolio's assets primarily in equity securities of companies with market capitalizations of at least $10 billion. The Portfolio typically invests a significant portion of its assets in the financial services sector. The Portfolio may also invest a limited portion of its assets in foreign securities, including American Depositary Receipts, in companies of any size, and in companies whose shares may be subject to controversy. DWS Turner Mid Cap Growth VIP—seeks capital appreciation. The Portfolio pursues its objective by investing in common stocks and other equity securities of U.S. companies with medium market capitalizations that the portfolio managers believe have strong earnings growth potential. Under normal circumstances, at least 80% of the Portfolio's net assets will be invested in stocks of mid-cap companies, which are defined for this purpose as companies with market capitalizations at the time of purchase in the range of market capitalizations of those companies included in the Russell Midcap Growth Index. The Portfolio will invest in securities of companies that are diversified across economic sectors, and will attempt to maintain sector concentrations that approximate those of the Index. The manager of the Portfolio also manages the Replacement Fund Turner Mid-Cap Growth Portfolio—seeks capital appreciation. The Portfolio invests at least 80% of its net assets in common stocks and other equity securities of U.S. companies with median market capitalization that the Portfolio's adviser believes have strong earnings growth potential. Median market capitalization companies are defined for this purpose as companies with market capitalization at the time of purchase in the range of market capitalizations of companies included in the Russell Midcap Growth Index. The Portfolio will invest in securities of companies that are diversified across economic sectors, and will attempt to maintain sector concentrations that approximate those of the Index. DWS Large Cap Value VIP—seeks to achieve a high rate of total return. Under normal circumstances, the Portfolio invests at least 80% of net assets in common stocks and other equity securities, of large U.S. companies that are similar in size to the companies in the Russell 1000 Value Index and that the portfolio managers believe are undervalued. The Portfolio intends to invest primarily in companies whose market capitalizations fall within the normal range of the Index. Although the Portfolio can invest in stocks of any economic sector (which is comprised of two or more industries), at times it may emphasize the financial services sector or other sectors. In fact, it may invest more than 25% of total assets in a single sector. The Portfolio may invest up to 20% of its assets in foreign securities and is permitted, but not required to use various types of derivatives MFS Value Portfolio—seeks capital appreciation and reasonable income. The Portfolio normally invests at least 65% of its net assets in equity securities of companies that the adviser believes are undervalued in the market relative to their long term potential. While the Portfolio may invest in companies of any size, the Portfolio generally focuses on undervalued companies with large market capitalizations. The Portfolio may invest up to 35% of its assets in foreign securities. 12. The management fees, 12b-1 fees (if applicable), other expenses and total operating expenses for each Existing and Replacement Fund are as follows: Management fees (percent) Distribution (12b-1) fees (percent) Other expenses (percent) Total annual expenses (percent) Expense waivers (percent) Net annual expenses (percent) Replacement Fund: • MetLife Stock Index Portfolio, Class A 0.25 N/A 0.05 0.30 0.01 0.29 • MetLife Stock Index Portfolio, Class B 0.25 0.25 (0.50)* 0.05 0.55 (0.01) 0.54 Existing Funds: • Dreyfus Stock Index Fund, Initial Class 0.245 N/A 0.02 0.265 N/A 0.265 • DWS Equity 500 Index VIP, Class B2 0.19 0.25 0.23 0.67 (0.04) 0.63 Replacement Fund: • BlackRock Diversified Portfolio, Class A 0.44 N/A 0.07 0.51 N/A 0.51 • BlackRock Diversified Portfolio, Class B 0.44 0.25 (0.50)* 0.07 0.76 N/A 0.76 Existing Funds: • VIP Asset Manager Portfolio, Initial Class 0.52 N/A 0.13 0.65 N/A 0.65 • DWS Balanced VIP, Class B 0.46 0.25 0.22 0.93 (0.04) 0.89 Replacement Fund: • Lord Abbett Mid-Cap Value Portfolio, Class B 0.68 0.25 (0.50)* 0.07 1.00 N/A 1.00 Existing Funds: • Lord Abbett Series Fund Mid-Cap Value Portfolio, Class VC 0.74 N/A 0.38 1.12 N/A 1.12 Replacement Fund: • Lord Abbett Growth and Income Portfolio, Class B 0.50 0.25 (0.50)* 0.03 0.78 N/A 0.78 Existing Funds: • Lord Abbett Series Fund Growth and Income Portfolio, Class VC 0.48 N/A 0.39 0.87 N/A 0.87 • DWS Growth & Income Portfolio, Class B 0.48 0.25 0.17 0.90 (0.03) 0.87 Replacement Fund: • Oppenheimer Global Equity Portfolio, Class A 0.53 N/A 0.09 0.62 N/A 0.62 Existing Fund: • Global Value Equity Portfolio, Class I 0.67 N/A 0.38 1.05 N/A 1.05 Replacement Fund: • Neuberger Berman Mid Cap Value Portfolio, Class A 0.65 N/A 0.06 0.71 N/A 0.71 Existing Fund: • U.S. Mid-Cap Value Portfolio, Class I 0.72 N/A 0.29 1.01 N/A 1.01 Replacement Fund: • Third Avenue Small Cap Value Portfolio, Class B 0.74 0.25 (0.50)* 0.04 1.03 N/A 1.03 Existing Funds: • Putnam VT Small Cap Value Fund, Class 1B 0.76 0.25 0.09 1.10 N/A 1.10 • Lazard Retirement Small Cap Portfolio, Class B 0.75 0.25 0.18 1.18 N/A 1.18 Replacement Fund: • Loomis Sayles Global Markets Portfolio, Class A 0.70 N/A 0.12 0.82 N/A 0.82 • Loomis Sayles Global Markets Portfolio, Class B 0.70 0.25 (0.50)* 0.15 1.10 N/A 1.10 Existing Fund: • Templeton Global Asset Allocation Fund, Class 1 0.63 N/A 0.23 0.86 0.01 0.85 • Templeton Global Asset Allocation Fund, Class 2 0.63 0.25 0.23 1.11 0.01 1.10 Replacement Fund: • MFS Research International Portfolio, Class B 0.72 0.25 (0.50)* 0.14 1.11 N/A 1.11 Existing Funds: • Putnam VT International Equity Fund, Class IB 0.74 0.25 0.19 1.18 N/A 1.18 • DWS International VIP, Class B 0.84 0.25 0.27 1.36 (0.02) 1.34 • DWS International Select Equity VIP, Class B 0.75 0.25 0.26 1.26 N/A 1.26 Replacement Fund: • MFS Emerging Markets Equity Portfolio, Class A 1.04 N/A 0.29 1.33 0.03 1.30 Existing Funds: • Credit Suisse Emerging Markets Portfolio 1.24 N/A 0.35 1.59 0.23 1.36 • Emerging Markets Equity Portfolio, Class 1 1.23 N/A 0.40 1.63 0.01 1.62 Replacement Fund: • Met/AIM Capital Appreciation Portfolio, Class A 0.77 N/A 0.09 0.86 0.02 0.84 • Met/AIM Capital Appreciation Portfolio, Class E 0.77 0.15 (0.25)* 0.09 1.01 0.02 0.99 Existing Fund: • AIM V.I. Capital Appreciation Fund, Series I 0.61 N/A 0.30 0.91 N/A 0.91 • AIM V.I. Capital Appreciation Fund, Series II 0.61 0.25 0.30 1.16 N/A 1.16 Replacement Fund: • Capital Guardian U.S. Equity Portfolio, Class A 0.66 N/A 0.06 0.72 N/A 0.72 Existing Fund: • AIM V.I. Core Equity Fund, Series 1 0.61 N/A 0.30 0.91 N/A 0.91 • AIM V.I. Core Equity Fund, Series II 0.61 0.25 0.30 1.16 N/A 1.16 Replacement Fund: • PIMCO Inflation Protected Bond Portfolio, Class A 0.50 N/A 0.05 0.55 N/A 0.55 Existing Fund: • PIMCO Real Return Portfolio, Administrative Class 0.25 0.15 0.25 0.65 N/A 0.65 Replacement Fund: • Neuberger Berman Real Estate Portfolio, Class A 0.64 N/A 0.04 0.68 N/A 0.68 • Neuberger Berman Real Estate Portfolio, Class B 0.64 0.25 (0.50)* 0.04 0.93 N/A 0.93 Existing Funds: • Delaware VIP REIT Series, Standard 0.73 N/A 0.10 0.83 N/A 0.83 • DWS RREEF Real Estate Securities VIP, Class B 1.00 0.25 0.43 1.68 (0.26) 1.42 Replacement Fund: • Capital Guardian U.S. Equity, Class B 0.66 0.25 (0.50)* 0.06 0.97 N/A 0.97 Existing Funds: • MFS Investors Trust Series, Service Class 0.75 0.25 0.11 1.11 N/A 1.11 • AIM V.I. Core Equity Fund, Series 1 0.61 N/A 0.30 0.91 N/A 0.91 • AIM V.I. Core Equity Fund, Series II 0.61 0.25 0.30 1.16 N/A 1.16 Replacement Fund: • T. Rowe Price Large Cap Growth Portfolio, Class A 0.60 N/A 0.08 0.68 (0.02) 0.66 • T. Rowe Price Large Cap Growth Portfolio, Class B 0.60 0.25 (0.50)* 0.08 0.93 (0.02) 0.91 Existing Funds: • Janus Growth and Income Portfolio, Institutional 0.62 N/A 0.25 0.87 N/A 0.87 • DWS Janus Growth & Income VIP, Class B 0.75 0.25 0.24 1.24 N/A 1.24 Replacement Fund: • MFS Total Return Portfolio, Class A 0.53 N/A 0.05 0.58 N/A 0.58 Existing Fund: • Janus Balanced Portfolio, Institutional 0.55 N/A 0.03 0.58 N/A 0.58 Replacement Fund: • Russell 2000 Index Portfolio, Class A 0.25 N/A 0.11 0.36 (0.01) 0.35 Existing Fund: • DWS Small Cap Index VIP, Class A 0.45 N/A 0.05 0.50 (0.02) 0.48 Replacement Fund: • BlackRock Bond Income Portfolio, Class B 0.39 0.25 (0.50)* 0.07 0.71 (0.01) 0.70 Existing Funds: • DWS Bond VIP, Class B 0.49 0.25 0.30 1.04 (0.01) 1.03 • DWS Core Fixed Income VIP, Class B 0.59 0.25 0.22 1.06 N/A 1.06 Replacement Fund: • T. Rowe Price Mid-Cap Growth Portfolio, Class B 0.75 0.25 (0.50)* 0.03 1.03 (0.01) 1.02 Existing Fund: • DWS Mid Cap Growth VIP, Class B 0.75 0.25 0.42 1.42 (0.08) 1.34 Replacement Fund: • FI Value Leaders Portfolio, Class B 0.64 0.25 (0.50)* 0.07 0.96 N/A 0.96 Existing Fund: • DWS Blue Chip VIP, Class B 0.64 0.25 0.19 1.08 N/A 1.08 Replacement Fund: • BlackRock High Yield Portfolio, Class B 0.60 0.25 (0.50)* 0.32 1.17 N/A 1.17 Existing Fund: • DWS High Income VIP, Class B 0.59 0.25 0.26 1.10 N/A 1.10 Replacement Fund: • BlackRock Money Market Portfolio, Class B 0.34 0.25 (0.50)* 0.04 0.63 (0.01) 0.62 Existing Fund: • DWS Money Market VIP, Class B 0.39 0.25 0.17 0.81 N/A 0.81 Replacement Fund: • T. Rowe Price Small Cap Growth Portfolio, Class A 0.51 N/A 0.07 0.58 (0.01) 0.57 • T. Rowe Price Small Cap Growth Portfolio, Class B 0.51 0.25 (0.50)* 0.07 0.83 (0.01) 0.82 Existing Fund: • DWS Small Cap Growth VIP, Class A 0.65 N/A 0.08 0.73 (0.01) 0.72 • DWS Small Cap Growth VIP, Class B 0.65 0.25 0.22 1.12 (0.03) 1.09 Replacement Fund: • Pioneer Strategic Income Portfolio, Class E 0.70 0.15 (0.25)* 0.12 0.97 N/A 0.97 Existing Fund: • DWS Strategic Income VIP, Class B 0.65 0.25 0.34 1.24 N/A 1.24 Replacement Fund: • BlackRock Large Cap Value Portfolio, Class B 0.70 0.25 (0.50)* 0.11 1.06 N/A 1.06 Existing Fund: • DWS Dreman High Return Equity VIP, Class B 0.73 0.25 0.13 1.11 N/A 1.11 Replacement Fund: • Davis Venture Value Portfolio, Class B 0.71 0.25 (0.50)* 0.04 1.00 N/A 1.00 Existing Fund: • DWS Davis Venture Value VIP, Class B 0.94 0.25 0.21 1.40 (0.14) 1.26 Replacement Fund: • Turner Mid-Cap Growth Portfolio, Class B 0.80 0.25 (0.50)* 0.08 1.13 N/A 1.13 Existing Fund: • DWS Turner Mid Cap Growth VIP, Class B 0.80 0.25 0.32 1.37 N/A 1.37 Replacement Fund: • MFS Value Portfolio, Class E 0.73 0.15 (0.25)* 0.23 1.11 N/A 1.11 Existing Fund: • DWS Large Cap Value VIP, Class B 0.74 0.25 0.21 1.20 N/A 1.20 * Trustees can increase 12b-1 fee to this amount without stockholder approval. 13. MetLife Advisers, LLC or Met Investors Advisory, LLC is the adviser of each of the Replacement Funds. Each Replacement Fund currently offers up to five 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 shares and Class E shares have adopted a Rule 12b-1 distribution plan whereby up to 0.50% and 0.25% of a Fund's assets attributable to its Class B shares and Class E shares, respectively, may be used to finance the distribution of the Fund's shares. Currently, payments under the plan are limited to 0.25% for Class B shares and 0.15% for Class E shares. The Boards of Trustees/Directors of each of MIST and Met Series Fund may increase payments under its plans to the full amount without shareholder approval. 14. Met Investors Advisory, LLC has entered into an agreement with MIST whereby, for the period ended April 30, 2008, and any subsequent year in which the agreement is in effect, the total annual operating expenses of the following Replacement Funds (excluding interest, taxes, brokerage commissions and Rule 12b-1 fees) will not exceed the amounts stated. These expense caps may be extended by the investment adviser from year to year: Third Avenue Small Cap Value Portfolio: 0.95% Neuberger Berman Real Estate Portfolio: 0.90% MFS Research International Portfolio: 1.00% T. Rowe Price Mid-Cap Growth Portfolio: 0.90% BlackRock High Yield Portfolio: 0.95% Pioneer Strategic Income Portfolio: 1.25% Turner Mid Cap Growth Portfolio: 0.95% Loomis Sayles Global Markets Portfolio: 0.90% MFS Emerging Markets Equity Portfolio: 1.30% PIMCO Inflation Protected Bond Portfolio: 0.65% MFS Value Portfolio: 1.00% Met/Aim Capital Appreciation Portfolio: 1.25% 15. There is no expense limitation agreement or contractual waiver agreement with respect to Lord Abbett Growth and Income Portfolio, Lord Abbett Mid-Cap Value Portfolio, MFS Total Return Portfolio, Oppenheimer Global Equity Portfolio, BlackRock Bond Income Portfolio, FI Value Leaders Portfolio, T. Rowe Price Small Cap Growth Portfolio, BlackRock Diversified Portfolio, BlackRock Large Cap Value Portfolio, Davis Venture Value Portfolio, Neuberger Berman Mid Cap Portfolio, or Capital Guardian U.S. Equity Portfolio. 16. The Applicants believe the substitutions will provide significant benefits to Contract owners, including improved selection of portfolio managers and simplification of fund offerings through the elimination of overlapping offerings. Based on generally better performance records and generally lower total expenses of the Replacement Funds, the Substitution Applicants believe that the sub-advisers to the Replacement Funds overall are better positioned to provide consistent above-average performance for their Funds than are the advisers or sub-advisers of the Existing Funds. At the same time, Contract owners will continue to be able to select among a large number of funds, with a full range of investment objectives, investment strategies, and managers. As a result of the substitutions, the number of investment options under each Contract will not materially decrease. With respect to Contracts with thirty-one or less current investment options, such number of investment options will not change as a result of the substitutions. 17. Applicants argue that many of the Existing Funds are smaller than their respective Replacement Funds. As a result, various costs such as legal, accounting, printing and trustee fees are spread over a larger base with each Contract owner bearing a smaller portion of the cost than would be the case if the Replacement Fund were smaller in size. 18. Those substitutions which replace outside funds with funds for which either Met Investors Advisory, LLC or MetLife Advisers, LLC acts as investment adviser will permit each adviser, under the Multi-Manager Order [IC-22824
(1997)and IC-23859 (1999)], to hire, monitor and replace sub-advisers as necessary to seek optimal performance. 19. Contract owners with sub-account balances invested in shares of the Replacement Funds will, except as follows, have the same or lower total expense ratios taking into account fund expenses (including Rule 12b-1 fees, if any) and current fee waivers. In the following substitutions, the total operating expense ratios of the Replacement Funds are higher: Dreyfus Stock Index Fund/MetLife Stock Index Portfolio—total expenses of Class A shares are 0.02% higher than those of Dreyfus Stock Index Fund; and DWS High Income VIP/BlackRock High Yield Portfolio—total expenses of Class B shares are 0.07% higher than those of DWS High Income VIP Equity Fund. 20. In the following substitutions, the management fee and applicable Rule 12b-1 fee, if any, of the Replacement Fund are higher than those of the respective Existing Fund: Dreyfus Stock Index Fund/MetLife Stock Index Portfolio—management fee is .005% higher; Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio—management fee and 12b-1 fee are 0.19% higher; Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio—management fee and 12b-1 fee are 0.27% higher; Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio—management fee is 0.07% higher; AIM V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio—management fee and 12b-1 fee for Class A and Class E shares of Met/AIM Capital Appreciation Portfolio are 0.16% and 0.06% higher, respectively, than those of Series I and II shares of AIM V.I. Capital Appreciation Fund; AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio—management fee for Class A and Class B shares is 0.05% higher than those of Series I and Series II shares of AIM V.I. Core Equity Fund; PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio—management fee and 12b-1 fee are 0.10% higher; DWS Equity 500 Index VIP/MetLife Stock Index Portfolio—management fee is 0.06% higher; DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio—management fee is 0.02% higher; and DWS High Income VIP/BlackRock High Yield Portfolio—management fee is 0.01% higher. 21. In the following substitutions, at certain management fee breakpoints, the management fee of the Replacement Fund may be higher than the management fee of the Existing Fund: Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income Portfolio. A description of the comparative management fees of the Replacement and Existing Funds, at all breakpoints, is set forth in the application. 22. 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. 23. Except for 2 of the 39 funds involved in the substitutions, the substitutions will result in the same or decreased net expense ratios (ranging from 3 basis points to 46 basis points). Moreover, there will be no increase in Contract fees and expenses, including mortality and expense risk fees and administration and distribution fees charged to the Separate Accounts as a result of the substitutions. The Substitution Applicants believe that the Replacement Funds have investment objectives, policies and risk profiles that are either substantially the same as, or sufficiently similar to, the corresponding Existing Funds to make those Replacement Funds appropriate candidates as substitutes. 24. As a result of the substitutions, neither Met Investors Advisory, LLC, MetLife Advisers, LLC nor any of their affiliates will receive increased amounts of compensation from the charges to the Separate Accounts related to the Contracts or from Rule 12b-1 fees or revenue sharing currently received from the investment advisers or distributors of the Existing Funds. 25. The share classes of the Existing Funds and the Replacement Funds are identical with respect to the imposition of Rule 12b-1 fees currently imposed except as follows: Lord Abbett Series Fund Mid-Cap Value Portfolio—Class VC—0%/Lord Abbett Mid-Cap Value Portfolio—Class B—0.25%; Lord Abbett Series Fund Growth and Income Portfolio—Class VC—0%/Lord Abbett Growth and Income Portfolio—Class B—0.25%; AIM V.I. Capital Appreciation Fund/Met—Series II Shares—0.25%/AIM Capital Appreciation Portfolio—Class E—0.15%; PIMCO Real Return Portfolio—Administrative Class—0.15%/PIMCO Inflation Protected Bond Portfolio—Class A—0%; DWS Strategic Income VIP—Class B—0.25%/Pioneer Strategic Income Portfolio—Class E—0.15%; and DWS Large Cap Value VIP—Class B—0.25%/MFS Value Portfolio—Class E—0.15%. 26. While each Replacement Fund's Class B and Class E Rule 12b-1 fees can be raised to 0.50% and 0.25%, respectively, of net assets by the Replacement Fund's Board of Trustees/Directors without shareholder approval, the 0.25% Rule 12b-1 fees of the Existing Funds' shares cannot be raised by the Existing Fund's Board of Trustees/Directors, without shareholder approval. 27. The distributors of the Existing Funds pay to the Insurance Companies, or their affiliates, any 12b-1 fees associated with the class of shares sold to the Separate Accounts. Similarly, the distributors for MIST and Met Series Fund will receive from the applicable class of shares held by the Separate Accounts Rule 12b-1 fees in the same amount or a lesser amount than the amount paid by the Existing Funds. 28. Met Series Fund and MIST represent that Rule 12b-1 fees of Class B and Class E shares of the Replacement Funds will not be raised above the current rate without approval of a majority in interest of the respective Replacement Funds' shareholders. 29. 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 10 to 38 basis points for Class A or Class B shares (or their equivalent). Following the substitutions, these payments will not be made on behalf of the Existing Funds. Rather, 25 basis points in Rule 12b-1 fees from the Replacement Funds (with respect to Class B shares), 15 basis points in 12b-1 fees from the Replacement Funds (with respect to Class E shares) and profit distributions to members from the Replacement Funds' advisers, will be available to the Insurance Companies. These profits from investment advisory fees may be more or less than the fees being paid by the Existing Funds. Applicants' Legal Analysis and Conditions 1. The Substitution Applicants request that the Commission issue an order pursuant to Section 26(c) of the Act approving the proposed substitutions. Section 26(c) of the Act requires the depositor of a registered unit investment trust holding the securities of a single issuer to obtain Commission approval before substituting the securities held by the trust. 2. Applicants submit that the proposed substitutions appear to involve substitutions of securities within the meaning of Section 26(c) of the Act. The Substitution Applicants, therefore, request an order from the Commission pursuant to Section 26(c) approving the proposed substitutions. 3. Applicants represent that the Contracts reserve to the applicable Insurance Company the right, subject to compliance with applicable law, to substitute shares of another investment company for shares of an investment company held by a sub-account of the Separate Accounts. The prospectuses for the Contracts and the Separate Accounts contain appropriate disclosure of this right. 4. By a supplement to the prospectuses for the Contracts and the Separate Accounts, each Insurance Company will notify all owners of the Contracts of its intention to take the necessary actions, including seeking the order requested by this Application, to substitute shares of the funds as described herein. The supplement will advise Contract owners that from the date of the supplement until the date of the proposed substitution, owners are permitted to make one transfer of Contract value (or annuity unit exchange) out of the Existing Fund sub-account to one or more other sub-accounts without the transfer (or exchange) being treated as one of a limited number of permitted transfers (or exchanges) or a limited numbers of transfers (or exchanges) permitted without a transfer charge. The supplement also will inform Contract owners that the Insurance Company will not exercise any rights reserved under any Contract to impose additional restrictions on transfers until at least 30 days after the proposed substitutions. The supplement will also advise Contract owners that for at least 30 days following the proposed substitutions, the Insurance Companies will permit Contract owners affected by the substitutions to make one transfer of Contract value (or annuity unit exchange) out of the Replacement Fund sub-account to one or more other sub-accounts without the transfer (or exchange) being treated as one of a limited number of permitted transfers (or exchanges) or a limited number of transfers (or exchanges) permitted without a transfer charge. 5. 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. 6. 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. 7. 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. 8. In addition to the prospectus supplements distributed to owners of Contracts, within five business days after the proposed substitutions are completed, Contract owners will be sent a written notice informing them that the substitutions were carried out and that they may make one transfer of all Contract value or cash value under a Contract invested in any one of the sub-accounts on the date of the notice to one or more other sub-accounts available under their Contract at no cost and without regard to the usual limit on the frequency of transfers from the variable account options to the fixed account options. The notice will also reiterate that (other than with respect to “market timing” activity) the Insurance Company will not exercise any rights reserved by it under the Contracts to impose additional restrictions on transfers or to impose any charges on transfers until at least 30 days after the proposed substitutions. The Insurance Companies will also send each Contract owner current prospectuses for the Replacement Funds involved to the extent that they have not previously received a copy. 9. Each Insurance Company also is seeking approval of the proposed substitutions from any state insurance regulators whose approval may be necessary or appropriate. 10. The Substitution Applicants represent 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 subaccount invests in the Replacement Fund such that the sum of the Replacement Fund's operating expenses (taking into account fee waivers and expense reimbursements) and subaccount expenses (asset-based fees and charges deducted on a daily basis from subaccount assets and reflected in the calculation of subaccount unit values) for such period will not exceed, on an annualized basis, the sum of the Existing Fund's operating expenses (taking into account fee waivers and expense reimbursements) and subaccount expenses for fiscal year 2006, except with respect to the Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income Portfolio. 11. With respect to the Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/ MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income Portfolio substitutions, the Substitution Applicants represent that the reimbursement agreement with respect to the Replacement Fund's operating expenses and subaccount expenses, will extend for the life of each Contract outstanding on the date of the proposed substitutions. 12. The Substitution Applicants further agree that, except with respect to the Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 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 Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 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. 13. Except with respect to the Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 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 Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income Portfolio substitutions, for affected Contract owners, the Replacement Fund's net expenses will not, for the life of the Contracts, exceed the 2006 net expenses of the Existing Fund. In addition, Contract owners with balances invested in the Replacement Fund will have, taking into effect any applicable expense waivers, a lower expense ratio in many cases and, for the others, a similar expense ratio. However, the Substitution Applicants agree that, except with respect to the Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income 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 Lord Abbett Series Fund Mid-Cap Value Portfolio/Lord Abbett Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio/Lord Abbett Growth and Income Portfolio, Templeton Global Asset Allocation Fund/Loomis Sayles Global Markets Portfolio, Aim V.I. Capital Appreciation Fund/Met/AIM Capital Appreciation Portfolio, AIM V.I. Core Equity Fund/Capital Guardian U.S. Equity Portfolio, PIMCO Real Return Portfolio/PIMCO Inflation Protected Bond Portfolio, DWS Growth & Income VIP/Lord Abbett Growth and Income Portfolio, Dreyfus Stock Index Fund/MetLife Stock Index Portfolio, DWS Equity 500 Index VIP/MetLife Stock Index Portfolio, DWS High Income VIP/BlackRock High Yield Portfolio, Putnam VT Small Cap Value Fund/Third Avenue Small Cap Value Portfolio, Putnam VT International Equity Fund/MFS Research International Portfolio, DWS Mid Cap Growth VIP/T. Rowe Price Mid-Cap Growth Portfolio, DWS Blue Chip VIP/FI Value Leaders Portfolio, and DWS Strategic Income VIP/Pioneer Strategic Income Portfolio substitutions, the agreement not to increase that separate account charges will extend for the life of each Contract outstanding on the date of the proposed substitutions. 14. Applicants state that the proposed Replacement Fund for each Existing Fund has an investment objective that is at least substantially similar to that of the Existing Fund. Moreover, the principal investment policies of the Replacement Funds are similar to those of the corresponding Existing Funds. In addition, the following Existing Funds are not being offered for new sales, but only are available as investment options under Contracts previously or currently offered by the Insurance Companies or, if available, are available only for additional contributions and/or transfers from other investment options under Contracts not currently offered: Lord Abbett Series Fund Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio, Delaware VIP REIT Series, Global Value Equity Portfolio, U.S. Mid-Cap Value Portfolio, Emerging Markets Equity Portfolio, DWS Equity 500 Index VIP, DWS RREEF Real Estate Securities VIP, DWS Bond VIP, DWS International VIP, DWS Mid Cap Growth VIP, DWS Money Market VIP, DWS Small Cap Growth VIP, DWS Strategic Income VIP, DWS Balanced VIP, DWS Dreman High Return Equity VIP, DWS Davis Venture Value VIP, DWS Janus Growth & Income VIP, DWS Turner Mid Cap Growth VIP and DWS Large Cap Value VIP. 15. The Substitution Applicants submit there is little likelihood that significant additional assets, if any, will be allocated to the 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. 16. In each case, the applicable Insurance Companies believe that it is in the best interests of the Contract owners to substitute the Replacement Fund for the Existing Fund. The Insurance Companies believe that the new sub-adviser will, over the long term, be positioned to provide at least comparable performance to that of the Existing Fund's sub-adviser. 17. The Substitution Applicants believe that most of the assets of the Existing Funds belong to owners of variable annuity and variable life insurance contracts issued by insurance companies unaffiliated with MetLife. As such, Contract owners and future owners of contracts issued by affiliated insurance companies of MetLife cannot expect to command a majority voting position in any of the Existing Funds in the event that they, as a group, desire that an Existing Fund move in a direction different from that generally desired by owners of non-MetLife affiliated contracts. 18. In addition to the foregoing, the Substitution Applicants submit that in every proposed substitution except for those substitutions where expense offsets will be applied to Contract owners at the separate account level, the management fee and current 12b-1 fee of the Replacement Funds as well as the management fee and maximum 12b-1 fee, will be the same as, or lower than, those of the Existing Funds. Total operating expenses of the Replacement Funds will be similar to, or lower than those of the Existing Funds. 19. 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 approximately the same number of sub-accounts as they could before the proposed substitutions. 20. Applicants believe 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. 21. 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. 22. 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. 23. 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. 24. 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 acting as principals, from knowingly purchasing any security or other property from the registered company. 25. 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. 26. 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. 27. The Insurance Companies, through their separate accounts in the aggregate own more than 5% of the outstanding shares of the following Existing Funds: Dreyfus Stock Index Fund, VIP Asset Manager Portfolio, Lord Abbett Series Fund Mid-Cap Value Portfolio, Lord Abbett Series Fund Growth and Income Portfolio, Global Value Equity Portfolio, U.S. Mid-Cap Value Portfolio, Putnam VT Small Cap Value Fund, Templeton Global Asset Allocation Fund, Putnam VT International Equity Fund, Credit Suisse Emerging Markets Portfolio, AIM V.I. Capital Appreciation Fund, PIMCO Real Return Portfolio, DWS Small Cap Index VIP, DWS RREEF Real Estate Securities VIP, DWS International Select Equity VIP, DWS Money Market VIP, DWS Strategic Income VIP, DWS David Venture Value VIP. Therefore, each Insurance Company is an affiliated person of those funds. 28. Because the substitutions may be effected, in whole or in part, by means of in-kind redemptions and purchases, the substitutions may be deemed to involve one or more purchases or sales of securities or property between affiliated persons. The proposed transactions may involve a transfer of portfolio securities by the Existing Funds to the Insurance Companies; immediately thereafter, the Insurance Companies would purchase shares of the Replacement Funds with the portfolio securities received from the Existing Funds. Accordingly, as the Insurance Companies and certain of the Existing Funds listed above, and the Insurance Companies and the Replacement Funds, could be viewed as affiliated persons of one another under Section 2(a)(3) of the Act, it is conceivable that this aspect of the substitutions could be viewed as being prohibited by Section 17(a). The Section 17 Applicants are not seeking relief with respect to transactions with the Existing Funds where Section 17(a) does not apply. However, the Section 17 Applicants have determined 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. 29. 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:
(i)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;
(ii)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
(iii)the proposed transaction is consistent with the general purposes of the Act. 30. The Section 17 Applicants submit that for all the reasons stated above the terms of the proposed in-kind purchases of shares of the Replacement Funds by the Insurance Companies, including the consideration to be paid and received are reasonable and fair and do not involve overreaching on the part of any person concerned. The Section 17 Applicants also submit that the proposed in-kind purchases by the Insurance Companies are consistent with the policies of: MIST and of its Lord Abbett Growth and Income, Neuberger Berman Real Estate, Third Avenue Small Cap Value, Lord Abbett Mid-Cap Value, MFS Research International, T. Rowe Price Mid-Cap Growth, BlackRock High Yield, Pioneer Strategic Income, Turner Mid Cap Growth, Loomis Sayles Global Markets, MFS Emerging Markets Equity, Met/AIM Capital Appreciation, PIMCO Inflation Protected Bond and MFS Value Portfolios; and Met Series Fund and of its T. Rowe Price Large Cap Growth, MFS Total Return, Oppenheimer Global Equity, BlackRock Money Market, MetLife Stock Index, Russell 2000 Index, BlackRock Bond Income, FI Value Leaders, T. Rowe Price Small Cap Growth, BlackRock Diversified, BlackRock Large Cap Value, Neuberger Berman Mid Cap and Capital Guardian U.S. Equity 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. 31. 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. 32. The boards of MIST and Met Series Fund have adopted procedures, as required by paragraph (e)(1) of Rule 17a-7, pursuant to which the series of each may purchase and sell securities to and from their affiliates. The Section 17 Applicants will carry out the proposed Insurance Company in-kind purchases in conformity with all of the conditions of Rule 17a-7 and each series' procedures thereunder, except that the consideration paid for the securities being purchased or sold may not be entirely cash. Nevertheless, the circumstances surrounding the proposed substitutions will be such as to offer the same degree of protection to each Replacement Fund from overreaching that Rule 17a-7 provides to them generally in connection with their purchase and sale of securities under that Rule in the ordinary course of their business. In particular, the Insurance Companies (or any of their affiliates) cannot effect the proposed transactions at a price that is disadvantageous to any of the Replacement Funds. Although the transactions may not be entirely for cash, each will be effected based upon
(1)the independent market price of the portfolio securities valued as specified in paragraph
(b)of Rule 17a-7, and
(2)the net asset value per share of each fund involved valued in accordance with the procedures disclosed in its respective Investment Company's registration statement and as required by Rule 22c-1 under the Act. No brokerage commission, fee, or other remuneration will be paid to any party in connection with the proposed in kind purchase transactions. 33. The sale of shares of Replacement Funds for investment securities, as contemplated by the proposed Insurance Company in-kind purchases, is consistent with the investment policy and restrictions of the Investment Companies and the Replacement Funds because
(1)the shares are sold at their net asset value, and
(2)the portfolio securities are of the type and quality that the Replacement Funds would each have acquired with the proceeds from share sales had the shares been sold for cash. To assure that the second of these conditions is met, Met Investors Advisory LLC, MetLife Advisers, LLC and the sub-adviser, as applicable, will examine the portfolio securities being offered to each Replacement Fund and accept only those securities as consideration for shares that it would have acquired for each such fund in a cash transaction. 34. The Section 17 Applicants submit that the proposed Insurance Company in-kind purchases are consistent with the general purposes of the Act as stated in the Findings and Declaration of Policy in Section 1 of the Act and that the proposed transactions do not present any of the conditions or abuses that the Act was designed to prevent. 35. The Section 17 Applicants represent that the proposed in-kind purchases meet all of the requirements of Section 17(b) of the Act 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. Conclusion Applicants assert that for the reasons summarized above the proposed substitutions and related transactions meet the standards of Section 26(c) of the Act and are consistent with the standards of Section 17(b) of the Act and that the requested orders should be granted. For the Commission, by the Division of Investment Management pursuant to delegated authority. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-6852 Filed 4-10-07; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF STATE [Public Notice 5750] 30-Day Notice of Proposed Information Collection: Form DS-4048, Projected Sales of Major Weapons in Support of Section 25(a)(1) of the Arms Export Control Act; OMB Control Number 1405-0156 ACTION: Notice of request for public comment and submission to OMB of proposed collection of information. SUMMARY: The Department of State has submitted the following information collection request to the Office of Management and Budget
(OMB)for approval in accordance with the Paperwork Reduction Act of 1995. • *Title of Information Collection:* Projected Sales of Major Weapons in Support of Section 25(a)(1) of the Arms Export Control Act. • *OMB Control Number:* 1405-0156. • *Type of Request:* Extension of a Currently Approved Collection. • *Originating Office:* Bureau of Political-Military Affairs, Directorate of Defense Trade Controls, (PM/DDTC). • *Form Number:* DS-4048. • *Respondents:* Business organizations. • *Estimated Number of Respondents:* 20 (total). • *Estimated Number of Responses:* 20 (per year). • *Average Hours Per Response:* 60 hours. • *Total Estimated Burden:* 1200 hours (per year). • *Frequency:* Once a year. • *Obligation to Respond:* Voluntary. DATES: Submit comments to the Office of Management and Budget
(OMB)for up to 30 days from April 11, 2007. ADDRESSES: Direct comments and questions to Katherine Astrich, the Department of State Desk Officer in the Office of Information and Regulatory Affairs at the Office of Management and Budget (OMB), who may be reached at 202-395-4718. You may submit comments by any of the following methods: • *E-mail: kastricht@omb.eop.gov.* You must include the DS form number, information collection title, and OMB control number in the subject line of your message. • *Mail (paper, disk, or CD-ROM submissions):* Office of Information and Regulatory Affairs, Office of Management and Budget, 725 17th Street, NW., Washington, DC 20503. • *Fax:* 202-395-6974 FOR FURTHER INFORMATION CONTACT: You may obtain copies of the proposed information collection and supporting documents from Patricia C. Slygh, PM/DDTC, SA-1, 12th Floor, Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, U.S. Department of State, Washington, DC 20522-0112, who may be reached on
(202)663-2700 and E-mail: *Slyghpc@state.gov.* SUPPLEMENTARY INFORMATION: We are soliciting public comments to permit the Department to: • Evaluate whether the proposed information collection is necessary to properly perform our functions. • Evaluate the accuracy of our estimate of the burden of the proposed collection, including the validity of the methodology and assumptions used. • Enhance the quality, utility, and clarity of the information to be collected. • Minimize the reporting burden on those who are to respond, including the use of automated collection techniques or other forms of technology. *Abstract of proposed collection:* The information will be used to prepare an annual report to Congress regarding arms sales proposals covering all Foreign Military Sales
(FMS)and licensed commercial exports of major weapons or weapons-related defense equipment for $7,000,000 or more, or of any other weapons or weapons-related defense equipment for $25,000,000 or more, which are considered eligible for approval during the current calendar year in accordance with section 25 of the Arms Export Control Act
(AECA)[22 U.S.C. 2765]. *Methodology:* Respondents may submit the information by e-mail using DS-4048, an Excel electronic spreadsheet, or by letter using the fax or postal mail. Dated: March 23, 2007. Gregory M. Suchan, Deputy Assistant Secretary for Defense Trade Controls, Bureau of Political-Military Affairs, Department of State. [FR Doc. E7-6874 Filed 4-10-07; 8:45 am] BILLING CODE 4710-25-P DEPARTMENT OF STATE [Public Notice 5751] Bureau of Political-Military Affairs; Statutory Debarment of ITT Corporation Pursuant to the Arms Export Control Act and the International Traffic in Arms Regulations ACTION: Notice. SUMMARY: Notice is hereby given that persons convicted of violating Section 38 of the Arms Export Control Act, as amended, (“AECA”) (22 U.S.C. 2778) are statutorily debarred pursuant to Section 38(g)(4) of the AECA and Section 127.7(c) of the International Traffic in Arms Regulations (“ITAR”) (22 CFR 127.7(c)). On March 28, 2007, in the United States District Court for the Western District of Virginia, ITT Corporation entered a guilty plea to the willful export of defense articles without a license, in violation of Section 38 of the AECA and Sections 127.1(a) and 127.3 of the ITAR. EFFECTIVE DATE: March 28, 2007. FOR FURTHER INFORMATION CONTACT: David Trimble, Director, Office of Defense Trade Controls Compliance, Bureau of Political-Military Affairs, Department of State
(202)663-2700. SUPPLEMENTARY INFORMATION: Section 38(g)(4) of the AECA, 22 U.S.C. 2778(g)(4), prohibits the Department of State from issuing licenses for the export of items on the U.S. Munitions List, where the applicant or any party to the export, has been convicted of violating certain statutory provisions, including Section 38 of the AECA. In implementing this provision, Section 127.7 of the ITAR, 22 CFR 127.7, provides for “statutory debarment” of any person who has been convicted of violating or conspiring to violate the AECA. Persons subject to debarment are prohibited from participating directly or indirectly in the export of defense articles, including technical data, or in the furnishing of defense services for which a license or other approval is required. On March 28, 2007, in the United States District Court for the Western District of Virginia, ITT Corporation entered a guilty plea to the willful export of defense articles without a license, in violation of Section 38 of the AECA and Sections 127.1(a) and 127.3 of the ITAR. Pursuant to Section 38(g)(4) of the AECA and Section 127.7(c) of the ITAR, ITT Corporation is statutorily debarred. The Acting Assistant Secretary of State for Political-Military Affairs after a full review of the circumstances, finding that appropriate steps have been taken to mitigate any law enforcement concerns, has decided to except out of the statutory debarment all present ITT Corporation business units but the culpable ITT entity responsible for the violations resulting in the aforementioned plea, ITT-Night Vision Division. The Acting Assistant Secretary for Political-Military Affairs has determined, based on the underlying nature of the violations, the debarment period shall be for three years, however, the Department will consider reinstatement requests from debarred persons one year after the date of debarment. At the end of the debarment period, export privileges may be reinstated only at the request of ITT Corporation, followed by interagency consultations, after a thorough review of the circumstances surrounding the conviction, and a finding that appropriate steps have been taken to mitigate any law enforcement concerns as required by Section 38(g)(4) of the AECA. Unless export privileges are reinstated, however, ITT Corporation will remain debarred. Exceptions, also known as transaction exceptions, may be granted with respect to this debarment on a case-by-case basis at the discretion of the Assistant Secretary of State for Political-Military Affairs after a thorough review of the circumstances surrounding the conviction, and a finding that appropriate steps have been taken to mitigate any law enforcement concerns. Such exceptions have been granted with respect to certain existing authorization and pending authorizations for key programs involving ITT-Night Vision Division that have been identified as being necessary to U.S. national security and foreign policy interests. Approvals of future requests for authorizations may be granted after a full review of all circumstances to include law enforcement concerns and whether an exception is warranted by overriding U.S. foreign policy or national security interests, or whether an exception would further law enforcement concerns that are consistent with foreign policy or national security interest of the United States, and whether other compelling concerns exist that are consistent with the foreign policy or national security interests of the United States. Debarred persons are generally ineligible to participate in activity regulated under the ITAR (see *e.g.* , Sections 120.1(c) and
(d)and 127.11(a)). Pursuant to Section 127.1(c) of the ITAR, any person who has knowledge that another person is subject to debarment or is otherwise ineligible may not, without disclosure to and written approval from the Directorate of Defense Trade Controls, participate, directly or indirectly, in any export in which such ineligible person may benefit or have any direct or indirect interest. This notice is provided to make the public aware that the parties listed above, unless an exception applies, are prohibited from participating directly or indirectly in activities regulated by the ITAR, including any brokering activities, and in any export from or temporary import into the United States of defense articles, related technical data, or defense services in all situations covered by the ITAR. Specific case information may be obtained from the Office of the clerk for the U.S. District Court mentioned above. Dated: March 26, 2007. Stephen D. Mull, Acting Assistant Secretary for Political-Military Affairs. [FR Doc. E7-6869 Filed 4-10-07; 8:45 am] BILLING CODE 4710-25-P DEPARTMENT OF STATE [Public Notice 5683] Notice of Charter Renewal for the Advisory Committee on Historical Diplomatic Documentation The Advisory Committee on Historical Diplomatic Documentation has renewed its charter for an additional period of two years. This Advisory Committee will continue to make recommendations to the Historian and the Department of State on all aspects of the Department's program to publish the *Foreign Relations of the United States* series as well as on the Department's responsibility under statute (22 U.S.C. 4351, *et seq.* ) to open its 30-year old and older records for public review at the National Archives and Records Administration. The Committee consists of nine members drawn from among historians, political scientists, archivists, international lawyers, and other social scientists who are distinguished in the field of U.S. foreign relations. Questions concerning the Committee and the renewal of its Charter should be directed to Marc J. Susser, Executive Secretary, Advisory Committee on Historical Diplomatic Documentation, Department of State, Office of the Historian, Washington, DC 20520, telephone
(202)663-1123 (e-mail *history@state.gov* ). Dated: April 5, 2007. Marc J. Susser, Executive Secretary, Department of State. [FR Doc. E7-6871 Filed 4-10-07; 8:45 am] BILLING CODE 4710-11-P DEPARTMENT OF STATE [Public Notice 5679] Amendment to Section IV, Part A of the International Security Advisory Board Charter To Reflect an Increase in Board Membership to Not More Than 25 Members *Advisory Board Charter Amendment:* The Department of State announces the amendment of the charter of the Department of State's International Security Advisory Board (ISAB). It has been determined that increasing the Board's membership to 25 members will provide an opportunity for the Board to reflect a greater balance of backgrounds, points of view, and demographic diversity in its policy recommendations. This increase will also permit the Board to conduct more studies simultaneously, which will enhance the Board's responsiveness to study requests by the Secretary and Under Secretary for Arms Control and International Security. The purpose and scope of the Board remain unchanged. Specifically, the Board will advise and make recommendations to the Secretary on United States arms control, disarmament, international security, and nonproliferation policy and activities. *Contact for information:* The staff of the Under Secretary for Arms Control and International Security is responsible for supporting the Board. For additional information, contact Dr. George Look, Bureau of International Security and Nonproliferation, Department of State, Washington, DC 20520, telephone
(202)736-4244. Dated: March 30, 2007. George W. Look, Executive Director, International Security Advisory Board, Department of State. [FR Doc. E7-6861 Filed 4-10-07; 8:45 am] BILLING CODE 4710-27-P DEPARTMENT OF STATE [Public Notice 5752] Deadline for Initial Accreditation or Approval for Agencies and Persons in Order To Be Accredited/Approved When the Hague Adoption Convention Enters Into Force for the United States AGENCY: Department of State. ACTION: Notice. SUMMARY: Pursuant to the Intercountry Adoption Act of 2000 (the IAA), the Department of State (the Department) is the Central Authority for the United States for implementation of the 1993 Hague Convention on Protection of Children and Cooperation in Respect of Intercountry Adoption (the Convention). Once the Convention enters into force for the United States, agencies and persons that provide adoption services in cases covered by the Convention must be accredited, temporarily accredited, approved, or otherwise exempt. The Department previously announced in the **Federal Register** the establishment of the transitional application deadline
(TAD)for accreditation and approval as November 17, 2006. The Department is now setting the deadline for initial accreditation or approval
(DIAA)for February 15, 2008. All agencies and persons that applied by the TAD must complete the accreditation/approval process by February 15, 2008, to be eligible for accreditation, temporary accreditation, or approval at the time the Convention enters into force for the United States. FOR FURTHER INFORMATION CONTACT: Anna Mary Coburn at 202-736-9081. Hearing or speech-impaired persons may use the Telecommunications Devices for the Deaf
(TDD)by contacting the Federal Information Relay Service at 1-800-877-8339. SUPPLEMENTARY INFORMATION: The Convention is a multilateral treaty that provides a framework for the adoption of children habitually resident in one country that is a party to the Convention by persons habitually resident in another country that is also a party to the Convention. The Convention establishes procedures to be followed in these intercountry adoption cases and imposes safeguards to protect the best interests of children. When the Convention enters into force for the United States, it will apply to the United States as both a country of origin (outgoing cases, *i.e.* , where children are emigrating from the United States to a foreign country) and a receiving country (incoming cases, *i.e.* , where children are immigrating to the United States from a foreign country). The implementing legislation for the Convention is the IAA. Under the Convention, the IAA, and the final rule on accreditation, 22 CFR part 96, all agencies and persons providing adoption services must be accredited, temporarily accredited, approved, or exempt in order to provide adoption services in Convention cases. The DIAA is February 15, 2008. The DIAA means that any agency or person that applied by the TAD must complete the accreditation/approval process by February 15, 2008, in order to be eligible for accreditation, temporary accreditation, or approval at the time the Convention enters into force for the United States. All agencies and persons must complete the accreditation or approval process, including the correction of any identified deficiencies, by February 15, 2008, if they are seeking accreditation, temporary accreditation, or approval by the time the Convention enters into force for the United States. Agencies and persons can seek accreditation after the DIAA and will be added to the list of approved persons and accredited agencies when approval or accreditation is granted. The DIAA date is not the date that the Convention will enter into force for the United States. Before the Convention enters into force for the United States, the United States must deposit its instrument of ratification with the Ministry of Foreign Affairs of the Kingdom of the Netherlands, in accordance with Article 43 of the Convention. The United States intends to deposit its instrument of ratification in late 2007. The Convention will enter force for the United States on the first day of the month following the expiration of three months after the date of deposit. In accordance with 22 CFR 96.17, the Department will publish a notice in the **Federal Register** announcing the date on which the Convention will enter into force for the United States. Dated: April 5, 2007. Maura Harty, Assistant Secretary, Bureau of Consular Affairs, Department of State. [FR Doc. E7-6866 Filed 4-10-07; 8:45 am] BILLING CODE 4710-06-P DEPARTMENT OF STATE [Public Notice 5691] Fourth Public Meeting of the Advisory Committee on Persons With Disabilities *Summary:* The Advisory Committee on Persons with Disabilities will conduct its fourth public meeting on Wednesday, May 2, 2007 from 9 a.m.-4 p.m. in the Ronald Reagan Building and International Trade Center, 1300 Pennsylvania Avenue, NW., Washington, DC 20004. For directions, see, *http://www.itcdc.com/index.php.* Attendees must have valid, government-issued identification, such as a Driver's License or passport, in order to enter the building. Attendees requiring reasonable accommodation should indicate their requirements one week prior to the event to Stephanie Ortoleva at *ortolevas@state.gov.* The Advisory Committee is made up of the Secretary of State, the Administrator of the U.S. Agency for International Development and an Executive Director (all ex-officio members); and eight members from outside the United States government: Senda Benaissa, Joni Eareckson Tada, Vail Horton, John Kemp, Albert H. Linden, Jr., Kathleen Martinez, John Register and James E. Vermillion. Established on June 23, 2004, the Advisory Committee serves the Secretary and the Administrator in an advisory capacity with respect to the consideration of the interests of persons with disabilities in formulation and implementation of U.S. foreign policy and foreign assistance. The Committee is established under the general authority of the Secretary and the Department of State as set forth in Title 22 of the United States Code, in particular Sections 2656 and 2651a, and in accordance with the Federal Advisory Committee Act, as amended. Dated: April 5, 2007. Stephanie Ortoleva, Bureau of Democracy, Human Rights and Labor, Department of State. [FR Doc. E7-6873 Filed 4-10-07; 8:45 am] BILLING CODE 4710-18-P DEPARTMENT OF STATE [Public Notice 5753] Shipping Coordinating Committee; Notice of Meeting The Shipping Coordinating Committee
(SHC)will conduct an open meeting at 10 a.m. on Monday, May 7, 2007, in Room 1422 of the United States Coast Guard Headquarters Building, 2100 2nd Street SW., Washington, DC 20593-0001. The purpose of this meeting is to prepare for the International Maritime Organization
(IMO)International Conference on the Removal of Wrecks, 2007, scheduled from 14-18 May 2007 in Nairobi, Kenya. The provisional agenda calls for the Conference to consider a draft convention on the removal of wrecks, the text of which has been prepared by the IMO Legal Committee, and any draft Conference resolutions. The agenda also calls for the adoption of the Final Act and any instruments, recommendations and resolutions resulting from the work of the Conference as well as signature of the Final Act. Members of the public are invited to attend the SHC meeting up to the seating capacity of the room. To facilitate the building security process, those who plan to attend should call or send an e-mail two days before the meeting. Upon request, participating by phone may be an option. For further information please contact Captain Chuck Michel or Lieutenant Commander Laurina Spolidoro, at U.S. Coast Guard, Office of Maritime and International Law (CG-0941), 2100 Second Street, SW., Washington, DC 20593-0001; e-mail *Laurina.M.Spolidoro@uscg.mil* , telephone
(202)372-3794; fax
(202)372-3972. Dated: April 3, 2007. Michael E. Tousley, Executive Secretary, Shipping Coordinating Committee, Department of State. [FR Doc. E7-6865 Filed 4-10-07; 8:45 am] BILLING CODE 4710-09-P DEPARTMENT OF TRANSPORTATION National Surface Transportation Infrastructure Financing Commission AGENCY: Department of Transportation (DOT). ACTION: Notice of meeting location and time. SUMMARY: This notice lists the location and time of the first meeting of the National Surface Transportation Infrastructure Financing Commission. FOR FURTHER INFORMATION CONTACT: Jack Wells, Chief Economist, U.S. Department of Transportation, 202-366-9224, *jack.wells@dot.gov.* SUPPLEMENTARY INFORMATION: By **Federal Register** Notice dated March 12, 2007, the U.S. Department of Transportation the “Department”) issued a notice of intent to form the National Surface Transportation Infrastructure Financing Commission (the “Financing Commission”), in accordance with the requirements of the Federal Advisory Committee Act (“FACA”) (5 U.S.C. App. 2) and the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (“SAFETEA-LU”) (Pub. L. 109-59, 119 Stat. 1144). Section 11142(a) of SAFETEA-LU established the National Surface Transportation Infrastructure Financing Commission and charged it to analyze future highway and transit needs and the finances of the Highway Trust Fund and to make recommendations regarding alternative approaches to financing transportation infrastructure. Notice of Meeting Location and Time The Department has set April 25, 2007, as the date for the inaugural Financing Commission meeting. The meeting will take place from 9:30 a.m. to 4:30 p.m. at the Oklahoma City Memorial Room (Room 2230) in the Department's headquarters building, located at 400 7th Street, SW., Washington, DC 20590. Issued on April 6, 2007. Jack Wells, Chief Economist, U.S. Department of Transportation, Designated Federal Official. [FR Doc. 07-1808 Filed 4-6-07; 3:01 pm]
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Traces to 24 documents
U.S. Code
- Registration requirements§ 823
- Definitions§ 802
- Hearings; presiding employees; powers and duties; burden of proof; evidence; record as basis of decision§ 556
- Denial, revocation, or suspension of registration§ 824
- Imposition of sanctions; determination of applications for licenses; suspension, revocation, and expiration of licenses§ 558
- Regulation of listed chemicals and certain machines§ 830
- Prohibited acts A§ 841
- Federal agency responsibilities§ 3506
- Annual estimate and justification for sales program§ 2765
- Control of arms exports and imports§ 2778
- General authority and contents of publication§ 4351
CFR
- Inventory requirements.§ 1304.11
- General requirements for continuing records.§ 1304.21
- Maintenance of records and inventories.§ 1304.04
- General functions.§ 0.100
- Schedule II.§ 1308.12
- Reports.§ 1310.05
- Final order.§ 1316.67
- Employee protection.§ 50.7
- Orders.§ 2.202
- Hearing requests, petitions to intervene, requirements for standing, and contentions.§ 2.309
- Central register.§ 346.1
- Debarment.§ 127.7
- Effective date of accreditation and approval requirements.§ 96.17
10 references not yet in our index
- 419 F.3d 477
- 412 F.3d 165
- Pub. L. 104-13
- 10 CFR 50
- 10 CFR 51
- 10 CFR 61
- 20 CFR 325
- 22 CFR 96
- Pub. L. 109-59
- 119 Stat. 1144
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cites case law
Notices
Notice of information collection
F. App'x419 F.3d 477
F. App'x412 F.3d 165
Pub. L.Pub. L. 104-13
Cites 34 · showing 12Cited by 0 across 0 sources