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W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
October 13, 2008
VIA ELECTRONIC MAIL AND EDGAR CORRESPONDENCE SUBMISSION
Michelle Roberts, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: METLIFE INVESTORS SEPARATE ACCOUNT A
INITIAL REGISTRATION STATEMENT ON FORM N-4
FILE NOS. 333-152385/811-03365
Dear Ms. Roberts:
On behalf of MetLife Investors USA Insurance Company ("MLI USA") and its
separate account, MetLife Investors USA Separate Account A, we are providing
MLI USA's responses to your comments of September 12, 2008 in connection with
the above-referenced initial registration statements filed on July 17, 2008.
Each of the Staff's comments is set forth below, followed by MLI USA's
response. To the extent that a response indicates that MLI USA proposes revised
disclosure, the revised prospectus pages are attached.
1. GENERAL COMMENT
COMMENT: Please disclose to the Staff whether there are any types of
guarantees or support agreements with third parties to support any of the
guarantees under the policy or any of its related riders. If there are not,
please include a representation in the response letter indicating that there
are no such agreements and the Depositor will be primarily responsible for
paying out any guarantees associated with the policy.
8032139.2 SUTHERLAND ASBILL & BRENNAN LLP
Michelle Roberts, Esq.
October 13, 2008
Page 2
RESPONSE: MLI USA does not have any type of guarantee or support
agreement with a third party to support any of the guarantees under the
contract or any of its related riders. MLI USA will be responsible for
paying out any guarantees associated with the contract.
2. STATE VARIATIONS (PG. 7)
COMMENT: Please revise the statement that the ". . . prospectus is
intended to describe all material features of the contract" to clarify that
the prospectus in fact describes all the material features of the contract.
RESPONSE: MLI USA has revised the prospectus to read "[t]his prospectus
describes all the material features of the contract."
3. FEE TABLE (PGS. 10-15)
COMMENT: (a) Please disclose in a footnote how the 2.30% figure was
calculated with respect to the Separate Account Annual Expenses.
RESPONSE: (a) MLI USA has revised the fee table to reflect the removal of
the Optional Death Benefit - Compounded Plus and include the following
footnote: "This charge is determined by adding the Mortality and Expense
Charge, the Administration Charge, the Optional Death Benefit-- Annual
Step-Up Charge, and the Additional Death Benefit--Earnings Preservation
Benefit Charge."
COMMENT: (b) The Optional Rider Charges table's use of "(maximum)" needs
further elaboration. Please insert a clarifying footnote. (See, for example,
p 59, footnote 3.)
RESPONSE: (b) MLI USA has revised the prospectus to include the following
footnote: "Certain rider charges may increase upon an Optional Step-Up or
Optional Reset, but they will not exceed the maximum charges listed in this
table. (See "Expenses.")"
COMMENT: (c) At the end of the Portfolio Expenses table, there is a
reference to "Net Total Annual Portfolio Expenses" but there is no column in
the table with that heading. Should that reference be changed to "Total
Annual Portfolio Expenses"? In addition, with regard to footnotes to the
Portfolio Expenses Table that reference the use of "estimated expenses"
(e.g., footnote 1), the Registrant should disclose why the expenses are
estimated.
RESPONSE: (c) MLI USA has revised the prospectus to change the reference
from "Net Total Annual Portfolio Expenses" to "Total Annual Portfolio
Expenses." In addition, certain fund expenses are estimated because the
funds are new. MLI USA's footnote disclosure is in the format provided by
the funds and it is consistent with Form N-1A.
8032139.2 SUTHERLAND ASBILL & BRENNAN LLP
Michelle Roberts, Esq.
October 13, 2008
Page 3
4. EXAMPLES (P. 16)
COMMENT: If applicable, please confirm in your correspondence to the
Staff that the figures set forth in the Example tables do not reflect the
bonus credits.
RESPONSE: MLI USA confirms that the figures set forth in the Example
tables do not reflect the bonus credits.
5. APPENDIX B
COMMENT: Please add notes to the Account Values columns indicating how
each value was calculated.
RESPONSE: MLI USA has revised the prospectus to add notes explaining how
the values are calculated.
6. APPENDIX C AND APPENDIX D
COMMENT: Clarify that when a Purchaser makes an excess withdrawal, the
reduction in account value is calculated using the entire amount of the
withdrawal and not just the amount that exceeded the Annual Increase
Amount/Annual Benefit Amount (as applicable).
RESPONSE: MLI USA revised the prospectus to clarify that the reduction in
account value is calculated using the entire amount of the withdrawal and
not just the amount that exceeded 6% of the Annual Increase Amount (for the
GMIB Plus) or the Annual Benefit Payment (for the Lifetime Withdrawal
Guarantee).
7. MISCELLANEOUS
COMMENT: Any exhibits, financial statements, and any other required
disclosure not included in this registration statement must be filed in a
pre-effective amendment to the registration statement.
RESPONSE: MLI USA will include any exhibits, financial statements, and
any other required disclosure not included in this registration statement in
a pre-effective amendment to the registration statement. In addition, MLI
USA will provide the Tandy representations under separate cover.
8032139.2 SUTHERLAND ASBILL & BRENNAN LLP
Michelle Roberts, Esq.
October 13, 2008
Page 4
We hope that you will find these responses satisfactory. In addition, MLI
USA has made the determination to remove the Purchase Payment Credit recapture
supplement from the filing and not to include any reference to the Purchase
Payment Credit recapture in the filing. If you have any questions or comments,
please contact the undersigned at (202) 383-0590 or Lisa Flanagan at
(202) 383-0873.
Sincerely,
/s/ W. Thomas Conner
W. Thomas Conner
cc: Michele Abate, Esq.
John Richards, Esq.
Lisa Flanagan, Esq.
8032139.2 SUTHERLAND ASBILL & BRENNAN LLP