[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
June 12, 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 additional comments
of May 28, 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 "Contract"). 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. OWNER TRANSACTION EXPENSE TABLE
COMMENT: (a) Please delete the first line opposite Transfer Fee, as the
information is disclosed in Note 2.
RESPONSE: (a) The Company believes that the current format of the Transfer
Fee in the Fee Table (which is the format of the Transfer Fee in all of the
Company's registration statements) is effective because the Fee Table provides
a succinct range of the Transfer Fee and the footnote provides additional
information. Furthermore, the Company believes that this approach is permitted
by Instruction 11 of Item 3 of Form N-4, which states that the Registrant
Alison White, Esq.
June 12, 2009
Page 2
may include a tabular presentation of the range of exchange fees unless such a
presentation would be so lengthy as to encumber the larger table.
COMMENT: (b) Please move all footnotes to the bottom of the page so that
they do not compete with the required fee table disclosures.
RESPONSE: (b) The Company has moved all footnotes to the bottom of the page
so that they do not compete with the required Fee Table disclosures.
COMMENT: (c) Please note that the withdrawal charge schedule may be included
in the fee table. See Instruction 9 to Item 3 of Form N-4.
RESPONSE: (c) The Company appreciates the Staff drawing Instruction 9 to
Item 3 of Form N-4 to its attention. However, the Company prefers its current
approach of including the withdrawal charge schedule in a footnote. The Company
believes its approach is consistent with Instruction 5 to Item 3 of Form N-4,
which permits a withdrawal charge schedule to be presented in a footnote to the
information provided in the Fee Table.
2. FEE TABLES--ADDITIONAL RIDER CHARGES
COMMENT: (a) Please delete the second sentence in the note following the
double star, as it implies that the fee table may not reflect the actual rider
charges.
RESPONSE: (a) The Company has attached revised disclosure.
COMMENT: (b) Please reformat the table to clarify that there are only two
riders, each with a current and a maximum charge. Repetitive disclosure should
be deleted.
RESPONSE: (b) The Company has attached revised disclosure.
3. ANNUAL BENEFIT PAYMENT
COMMENT: The references to a withdrawal taken on and after the issue date
are confusing. Can a withdrawal be taken before the issue date?
RESPONSE: The Company has attached revised disclosure that clarifies that a
withdrawal cannot be taken before the issue date.
* * *
Alison White, Esq.
June 12, 2009
Page 3
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.