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 TALLAHASSEE WASHINGTON DC
W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
June 3, 2009
Alison White, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: METLIFE INVESTORS USA INSURANCE COMPANY
METLIFE INVESTORS USA SEPARATE ACCOUNT A
INITIAL REGISTRATION STATEMENT ON FORM N-4
FILE NOS. 811-03365 AND 333-158514
Dear Ms. White:
On behalf of MetLife Investors USA Insurance Company (the "Company") and its
separate account, MetLife Investors USA Separate Account A (the "Separate
Account") we are providing the Company's responses to your comments of May 8,
2009 in connection with the above-referenced initial registration statement
filed on April 9, 2009 for certain individual flexible premium deferred
variable annuity contracts issued by the Company through the Separate Account
(the "Contracts"). Each of the Staff's comments is set forth below, followed by
the Company's response. To the extent that a response indicates that the
Company proposes revised disclosure, the revised prospectus pages are attached.
1. GENERAL COMMENT
COMMENT: (a) 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.
RESPONSE: (a) The Company confirms 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.
Alison White, Esq.
June 3, 2009
Page 2
COMMENT: (b) Please clarify supplementally whether there are any types of
guarantees or support agreements with third parties to support any of the
company's guarantees under the policy (other than reinsurance agreements) or
whether the company will be primarily responsible for paying out on any
guarantees associated with the policy.
RESPONSE: (b) The Company 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. The Company will be responsible for
paying out on guarantees associated with the contract.
COMMENT: (c) Please note that if you qualify for and intend to rely upon the
exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934, you
must include a statement to that effect in the prospectus. See Release
No. 33-8996 (January 8, 2009).
RESPONSE: (c) The Company does not currently intend to rely upon the
exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 with
respect to the Contracts.
2. FEE TABLES, PAGES 6-7
COMMENT: If any of the underlying portfolios assess the redemption fees
referred to under "Market Timing," (page 17) please include a footnote
cross-referencing the narrative description of the redemption fees. Also,
please consider identifying the range of any such redemption fees in the
footnote or narrative.
RESPONSE: None of the underlying funds offered under the contracts assess a
redemption fee.
3. FEE TABLES - ADDITIONAL RIDER CHARGES, PAGE 7
COMMENT: Please clarify in a footnote to the table or in the preamble
thereto that the Lifetime Withdrawal Guarantee Rider, whether Single or Joint
Life, is automatically part of the contract and that you may not purchase the
contract without the rider.
RESPONSE: The Company has attached revised disclosure.
4. EXAMPLES, PAGE 10
COMMENT: Please disclose that the examples reflect the fee for the Joint
Life Version of the Lifetime Withdrawal Guarantee Upon Annual Step-Up.
RESPONSE: The Company has attached revised disclosure.
Alison White, Esq.
June 3, 2009
Page 3
5. LIFETIME WITHDRAWAL GUARANTEE, PAGES 27-33
COMMENT: We note that the copy of the Lifetime Guaranteed Withdrawal Benefit
Rider at Exhibit 99.4 (XIV) mentions a Compounding Income Amount. Please advise
where (or whether) this concept is discussed in the prospectus.
RESPONSE: While the rider for the Lifetime Guaranteed Withdrawal Benefit
mentions a Compounding Income Amount, the rider refers the contract owner to
the Contract Schedule page, at Exhibit 99.4 (XV). The Contract Schedule page
makes it clear this feature is not applicable. The rider is written to be
flexible, to be used in connection with other products, and to allow the
Company to not have to re-file the rider in various states.
6. MANAGING YOUR WITHDRAWALS, PAGE 30
COMMENT: In the first sentence of the second paragraph, please add
"(including any applicable withdrawal charges)" after "withdrawal."
RESPONSE: The Company has attached revised disclosure.
7. POWERS OF ATTORNEY
COMMENT: Please provide powers of attorney that relate specifically to this
new registration statement as required by Rule 483(b) of the 1933 Act. This
means that each power of attorney must either (a) specifically list the '33 Act
registration number of the initial filing, or (b) specifically name the
contract or fund whose prospectus and/or SAI is being registered.
RESPONSE: The Company intends to file powers of attorney that relate
specifically to this new registration statement with the pre-effective
amendment to the registration statement.
8. FINANCIAL STATEMENTS, EXHIBITS, AND OTHER INFORMATION
COMMENT: Financial statements, exhibits, and other required disclosure not
included in this registration statement must be filed in a pre-effective
amendment to the registration statement.
RESPONSE: The Company will include any financial statements, exhibits, and
any other required disclosure not included in this registration statement in
the pre-effective amendment to the registration statement.
Alison White, Esq.
June 3, 2009
Page 4
9. TANDY COMMENT
The Company will submit a letter under separate cover acknowledging the
Tandy representations.
* * *
We hope you will find these responses satisfactory. 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 H. Abate, Esq.
John R. Richards, Esq.
Lisa Flanagan, Esq.