January 14, 2007
VIA U.S. MAIL
Mary E. Thornton
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2415
Re: Metlife Investors USA Insurance Company
Metlife Investors USA Variable Life Account A
Initial Registration Statement on Form N-6
File Nos. 333-147509 & 811-21851
Dear Ms. Thornton:
The staff has reviewed the above-referenced registration statement,
which the Commission received on November 19, 2007. Based on your
representation that the filing is substantially similar to File No.
333-73676, the filing received a selective review. Based on this
review, we have the following comments on the filing. Note that page
numbers refer to the marked courtesy copy.
1. General
Please confirm that the contract name on the front cover page of the
prospectus will continue to be the same as the EDGAR class identifier
associated with the contract.
2. Right to Examine Policy, pages 4 and 23-24
Please revise the disclosure to state that if a policy owner returns
his policy during the free-look period, he will receive premiums paid
or any other amount required under state law if that amount is
greater than the surrender value of the policy.
3. Tax Benefits, page 5
Please disclose that the death benefit may be subject to estate
taxes.
4. Transaction Fees, pages 7-8
a. Please add the policy re-issue/re-dating fee described on page 41
to the table.
b. Please make it clear that the Surrender Charge and Partial
Withdrawal Charge may be assessed simultaneously.
5. Cost of Insurance Charge, page 8
Please add a footnote describing the characteristics of an individual
subject to the minimum COI fee and an individual subject to the
maximum COI fee.
6. Policy Charge, page 9
Please revise the table to show the maximum Policy Charge in years 2+
as $9, so that it is consistent with the disclosure of that charge on
page 40.
7. Annual Portfolio Operating Expenses, pages 12-14
a. Please update the footnotes in this section. In this regard,
please note that you may only reflect contractual expense
reimbursements and waivers in the table if they extend a year beyond
the date of the prospectus.
b. If any of the American Funds are feeder funds, please disclose
this fact and confirm that the prospectuses of both the master and
the feeder will be included with the contract prospectus.
c. With respect to the funds of funds described in footnote (5) on
page 13, please disclose in this section whether any of the
underlying funds pays a 12b-1 fee to Metlife Investors USA Insurance
Company or any of its affiliates.
8. The Company, page 16
Please disclose to the staff whether there are any types of
guarantees or support agreements with third parties to support the
company`s guarantees under the policy.
9. Voting Rights, page 20-21
Please disclose voting procedures and quorum requirements for votes
held by the separate account (i.e. requesting approval to substitute
underlying funds).
10. Death Benefits, pages 26-29
Please specify which riders may impact the death benefit and include
a cross-reference to their description in the prospectus.
11. Reduction in Face Amount, pages 28-29
If true, please disclose that a reduction in the face amount may be
subject to a partial withdrawal fee.
12. Surrenders and Partial Withdrawals, pages 29-30
a. Please include examples showing: (a) the calculation of cash
surrender value for a contract surrendered during the first Policy
year, including the impact of Surrender Charges, Coverage Expense
Charges and Policy Charges; (b) the calculation of the death benefit,
face amount and cash surrender value of a contract subject to a
partial withdrawal during the second Policy year; (c) the calculation
of a face amount reduction due to a partial withdrawal occurring 12
months after a face amount increase; and (d) the impact of a partial
surrender on rider benefits.
b. Please disclose the impact of any riders on surrenders or partial
withdrawals.
13. Transfers: American Funds Monitoring Policy, page 31
Please update the disclosure concerning the status of your ability to
impose the American Funds` Monitoring Policy.
14. Portfolio Redemption Fees, page 32
Please disclose the potential that the portfolios will assess a
redemption fee in a footnote to the Transaction Fees table.
15. Additional Benefits By Rider, pages 35-36
Please clarify at the beginning of this section whether any of the
riders are mutually exclusive, how may of the riders may be
concurrently elected by a contract owner, and any negative
consequences to having more than one rider in effect at the same
time.
16. Acceleration of the Death Benefit Rider, page 36
Please explain the concepts of discounting and present valuing in
plain English and include an example of the calculation of the death
benefit under the rider. In addition, please disclose the minimum
and maximum interest rates you will use in determining the benefit.
17. Surrender Charge, pages 38-39
Please specify what is provided in consideration for the Surrender
Charge. In this regard, we note that the policy has a front-end
load, as well as a surrender charge.
18. Personalized Illustrations, page SAI-5
Please state, as you do in the prospectus, that each illustration
provided in excess of one per year may be subject to a $25 fee.
19. Tandy Comment
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision. Since the fund and its management are in
possession of all facts relating to the fund`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities. We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.
* * * ** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
** * * * * * * * * * *
Responses to these comments should be made in a letter to me and
in a post-effective amendment to the registration statement. If you
believe that you do not need to change the registration statement in
response to a comment, please explain your position in the letter.
Although we have completed our initial review of the registration
statement, it will be reviewed further after our comments are
resolved. Therefore, we reserve the right to comment further on the
registration statement and any amendments to it. After we have
resolved all issues, both the registrant and its underwriter must
request acceleration of the effective date of the registration
statement.
If you have any questions, please call me at (202) 551-6751. Mail
or deliveries should include a reference to zip code 20549-4644.
Sincerely,
Alison White
Senior Counsel
Office of Insurance Products
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