[LOGO OF SUTHERLAND] 1275 Pennsylvania Avenue, NW ATLANTA
Washington, DC 20004-2415 AUSTIN
202.383.0100 Fax 202.637.3593 HOUSTON
www.sutherland.com NEW YORK
TALLAHASSEE
WASHINGTON DC
W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
October 27, 2009
VIA ELECTRONIC MAIL AND EDGAR CORRESPONDENCE SUBMISSION
-------------------------------------------------------
Alison White, Esq.
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-8629
Re: MetLife Investors USA Insurance Company
MetLife Investors USA Separate Account A
File Nos. 333-161443 and 811-3365
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 October
26, 2009 in connection with the above-referenced initial registration statement
filed on August 19, 2009 for certain individual single 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.
1. COMMENT: Please highlight the statement on page 5 that reads: "an excess
withdrawal that reduces the contract value to zero will terminate the
contract."
RESPONSE: The Company revised the prospectus to highlight the statement on
page 5 that reads: "an excess withdrawal that reduces the contract value to
zero will terminate the contract."
2. COMMENT: The Staff would like to take back original comment 5 which stated:
"Please remove the .32% fee for the Fidelity VIP Money Market Portfolio
from the portfolio expenses table, since the investment option is available
only during the free look period." The Staff reconsidered this comment and
decided that it makes more sense to go back to the way the Company
originally had it. That is, include the charge for the
SUTHERLAND ASBILL & BRENNAN LLP
Alison White, Esq.
October 27, 2009
Page 2
Fidelity VIP Money Market Portfolio in the portfolio expenses table and in
the detail and also include in the notes that a contract owner cannot
choose to invest his money in the Fidelity VIP Money Market Portfolio.
RESPONSE: The Company revised the prospectus to include the charge for the
Fidelity VIP Money Market Portfolio in the portfolio expenses table and in
the detail. The Company also included in the notes that contract owner
cannot choose to invest his money in the Fidelity VIP Money Market
Portfolio.
3. COMMENT: On page 46, please change the cross reference in the last sentence
in example 3 to page 23 (instead of page 14).
RESPONSE: The Company revised the prospectus to correct the cross
reference.
4. COMMENT: Please reconcile the statement on page 5 that reads: "You should
purchase this Contract only if you are buying it for the GWB feature" with
the statement on page 24 that reads: "At any time during the accumulation
phase, you can elect to annuitize under current annuity rates. This may
provide higher income amounts if the current annuity option rates applied
to the contract value on the annuity date exceed the GWB Amount payments."
In addition, please add prospectus disclosure explaining why a contract
owner would choose to receive withdrawals under the GWB feature as opposed
to annuitizing.
RESPONSE: The Company revised the prospectus to delete the statement on
page 5 that reads: "[y]ou should purchase this Contract only if you are
buying it for the GWB feature." In addition, the Company added the
following disclosure in the GWB section: "You have the option of receiving
withdrawals under the GWB feature or receiving payments under an annuity
income option. You should consult with your registered representative when
deciding how to receive income under this contract. In making this
decision, you should consider many factors, including the relative amount
of current income provided by the two options, the potential ability to
receive higher future payments through potential increases to the GWB Value
(as described below), your potential need to make additional withdrawals in
the future, and the relative values to you of the death benefits available
prior to and after annuitization."
SUTHERLAND ASBILL & BRENNAN LLP
Alison White, Esq.
October 27, 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 Abate, Esq.
John Towers, Esq.
Lisa Flanagan, Esq.
SUTHERLAND ASBILL & BRENNAN LLP