SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]
1275 Pennsylvania Avenue NW
Washington, D.C. 20004-2415
202.383.0100
fax 202.637.3593
www.sutherland.com
ATLANTA AUSTIN HOUSTON
NEW YORK TALLAHASEE WASHINGTON DC
W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
April 10, 2009
VIA E-MAIL AND EDGAR CORRESPONDENCE SUBMISSION
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Ms. Alison White
Division of Investment Management
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Registration Statement on Form N-4 for
MetLife Investors USA Insurance Company
MetLife Investors USA Separate Account A
(File No. 333-158514)
Dear Ms. White:
MetLife Investors USA Insurance Company and its separate account, MetLife
Investors USA Separate Account A, respectfully request that the Staff of the
Commission afford the above-captioned registration statement filed on April 9,
2009 (the "Simple Solutions Registration Statement") selective review in
accordance with Securities Act Release No. 6510 (Feb. 15, 1984).
Disclosure in the Simple Solutions Registration Statement is substantially
similar to the disclosure in the current registration statement on Form N-4
(File No. 333-137369) for certain individual flexible premium deferred variable
annuity contracts issued by MetLife Investors USA Insurance Company through
MetLife Investors USA Separate Account A (the "Series S Registration
Statement").
The attached typeset versions of the prospectus and statement of additional
information are appropriately marked to indicate the differences between the
Simple Solutions Registration Statement and the Series S Registration Statement
(incorporating prospectus supplements through April 9, 2009). The material
differences are as follows:
. The Simple Solutions Registration Statement does not offer any
optional riders. There is a standard death benefit and a Lifetime
Withdrawal Guarantee ("LWG")
Alison White, Esq.
April 10, 2009
Page 2
benefit; however, these features are automatically part of the product
at issue. Unlike the Simple Solutions Registration Statement, the
Series S Registration Statement offers the following optional riders
for an additional charge: Enhanced Death Benefit ("EDB"), two versions
of the Guaranteed Minimum Income Benefit ("GMIB"), and two versions of
the LWG.
. Unlike the Series S Registration Statement, the LWG benefit in the
Simple Solutions Registration Statement does not have a compounding
rate and there is an additional withdrawal rate band (4%) that applies
depending on the age of the contract owner at the time that the first
withdrawal is taken.
. Unlike the Series S Registration Statement, there are no investment
allocation restrictions with the LWG benefit in the Simple Solutions
Registration Statement.
In addition to the disclosure differences that reflect substantive differences
between the Simple Solutions Registration Statement and the Series S
Registration Statement, certain additional stylistic, editorial, and updating
changes have been made in the Simple Solutions Registration Statement.
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
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W. Thomas Conner
Enclosures
cc: Michele Abate, Esq.
John M. Richards, Esq.
Lisa Flanagan, Esq.