Reed Smith LLP
1301 K Street, N.W.
Suite 1100 - East Tower
Washington, D.C. 20005-3373
W. THOMAS CONNER Tel +1 202 414 9200
Direct Phone: +1 202 414 9208 Fax +1 202 414 9299
Email: tconner@reedsmith.com reedsmith.com
October 29, 2014
BY ELECTRONIC MAIL AND EDGAR CORRESPONDENCE SUBMISSION
Keith A. Gregory
Senior Counsel
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
METLIFE INVESTORS USA SEPARATE ACCOUNT A
INITIAL REGISTRATION STATEMENT ON FORM N-4 (NATIONAL VERSION)
FILE NOS. 333-197993; 811-03365
-------------------------------
METROPOLITAN LIFE SEPARATE ACCOUNT E
INITIAL REGISTRATION STATEMENT ON FORM N-4 (NY VERSION)
FILE NOS. 333-198448; 811-04001
-------------------------------
Dear Mr. Gregory:
On behalf of MetLife Investors USA Insurance Company ("MLI USA") and
Metropolitan Life Insurance Company ("MLIC," and together with MLI USA, the
"Companies") and their corresponding separate accounts, MetLife Investors USA
Separate Account A and Metropolitan Life Separate Account E (each, a
"Registrant," and collectively, the "Registrants"), we are responding to the
comments that you provided to us by correspondence dated October 7, 2014 with
regard to the initial registration statements on Form N-4 for the National
Version and the NY Version that were filed under the Securities Act of 1933 (the
"Securities Act"), on August 8, 2014 and August 28, 2014, respectively
(collectively, the "Registration Statements").
For ease of reference, each of the Staff's comments is set forth below,
followed by the Companies' response. Unless noted otherwise, page references in
their responses are to the pages in the courtesy copy of the National Version
registration statement provided to the Staff. To the extent that a response
indicates that the Companies propose revised disclosure, the revised prospectus
or SAI filed herewith reflects the revised disclosure.
GENERAL COMMENTS
1. Missing Information: Please confirm that all missing and/or bracketed
-------------------
information, including financial statements, exhibits and other required
information, will be included in pre-effective amendments to the
registration statements.
NEW YORK . LONDON . HONG KONG . CHICAGO . WASHINGTON, D.C. . BEIJING . PARIS
.. LOS ANGELES . SAN FRANCISCO . PHILADELPHIA . SHANGHAI . PITTSBURGH . HOUSTON
SINGAPORE . MUNICH . ABU DHABI . PRINCETON . NORTHERN VIRGINIA . WILMINGTON
. SILICON VALLEY . DUBAI . CENTURY CITY . RICHMOND . ATHENS . KAZAKHSTAN
US_ACTIVE-119509642.7
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 2
RESPONSE: The pre-effective amendments to the Registration Statements
filed herewith include the financial statements, exhibits and other
required information that was not included in the Registration
Statements.
2. Guarantees and Supports: Please clarify supplementally whether there are
-----------------------
any types of guarantees or support agreements with third parties to support
any of the benefits or features under the contracts or whether the company
will be solely responsible for any benefits or features associated with the
contract.
RESPONSE: There are no guarantees or support agreements with third
parties.
PROSPECTUS
3. Index of Special Terms:
----------------------
a. INDEX OF SPECIAL TERMS: Please consider including the following Special
Terms in the Index: Annuity Service Center, Asset Allocation Program,
Commutation, Contract, Free Look, Required Minimum Distribution, and Return
of Premium Death Benefit.
RESPONSE: The Companies have carefully considered the usage of the
terms listed above, as well as the context in which they are used, and
determined that inclusion of a brief explanation of the terms "Free
Look" and "Annuity Service Center" could be helpful to investors.
Accordingly, we have revised the Index to include those terms. With
respect to the term "Asset Allocation Program," we note that the asset
allocation program is not part of the contract and is not offered
through the respective prospectuses, but rather through the Form ADV
Part II of MetLife Advisers, LLC ("MetLife Advisers"). Moreover, the
term "asset allocation program" is merely a generic reference to the
"Blueprint Models" referenced in the prospectus. Finally, the term
"asset allocation program" is only used twice in the prospectus,
including one time in a heading. Since the term is not used repeatedly
throughout the prospectus, we do not believe a separate definition of
this term is warranted.
With respect to the terms, "Commutation," "Contract," "Required
Minimum Distribution" and "Return of Premium Death Benefit," we
respectfully submit that these terms are most readily understood when
read in context and do not lend themselves readily to explanation in
isolation. That is, a sufficient explanation of the meaning of these
terms would necessarily entail detailed and lengthy additional
explanation of the operation of the contract provisions to which they
relate that would be duplicative of other existing disclosure in the
prospectus and would not enhance an investor's comprehension of the
product.
b. GOOD ORDER (p. 52): Please provide a more specific definition of "Good
Order" as well as the method by which you expect to receive communications
from Owners under the various circumstances discussed in the Prospectus
(e.g., "Allocation of Purchase Payments" on page 17
----
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 3
and "Changes to Beneficiaries" on page 53). In addition, please consider
replacing generic disclosure such as "in a form acceptable to us" with
"Good Order," as appropriate.
RESPONSE: We respectfully submit that the term "Good Order" is
adequately defined in the prospectus. As stated in the existing
disclosure, the determination of whether a request or transaction is
in "Good Order" primarily depends on whether it complies with the
Companies' administrative procedures currently in effect. The
Companies have adopted administrative procedures that reflect the
specific information considered essential to accurately process the
individual types of requests and transactions involved in the purchase
and maintenance of a variable annuity contract. Even summarizing the
procedures could add a significant number of pages and amount of
minutiae to the prospectus. We believe that adding extensive new
disclosure regarding the "Good Order" procedures for every type of
request or transaction would obscure what the Companies believe
contract owners need to fundamentally understand - that they need to
be careful and thorough when completing transaction requests. As noted
below, the prospectus provides ample information on how Owners can
communicate with the Companies to determine the "Good Order"
requirements applicable to, and procedures for initiating, any
particular transaction.
With respect to the Staff's comment regarding the methods by which the
Companies expect to receive communications from Owners, we believe
that the section titled "OTHER INFORMATION - Requests and Elections"
already provides full disclosure concerning the requested information.
This section specifies the means by which Owners should communicate
with the Companies to submit a Purchase Payment and to make requests
for service. Additionally, this section identifies the transactions
that an Owner may make by telephone or Internet. We believe this
section clearly advises Owners of the methods by which the Companies
expect to receive communications from Owners.
Lastly, in response to the Staff's comment, we have substituted the
term "in Good Order" for the following phrases used throughout the
prospectus:
o "in a form that we may require"
o "in a form acceptable to us"
o "in a form satisfactory to us"
c. CAPITALIZED TERMS: We note that the Prospectus includes many capitalized
terms that are not defined. Please define such terms or change them to
lower case font. Please also replace the term "sub-account" with
"Investment Portfolio" in the Prospectus and SAI, as appropriate.
RESPONSE: We have reviewed the prospectus and confirmed that all
capitalized terms are defined. With respect to our use of the term
"sub-account," we respectfully decline to replace this term with
"Investment Portfolio" throughout the prospectus. The term
"sub-account" refers to a division of the Separate Account and is not
synonymous with "Investment Portfolio," which means a specific
portfolio of an underlying mutual fund offered as an investment option
that is available under the contract. (As noted in the
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 4
section "OTHER INFORMATION - The Separate Account," the Separate
Account "is divided into sub-accounts.") In reviewing the prospectus,
we have confirmed that the term sub-account is appropriate in the
instances where it is used. We also note that the term "sub-account"
is used in the sections of the SAI that describe the independent
registered accounting firm of the Companies and the financial
statements. The wording of these sections is subject to the review and
approval of the Companies' independent registered public accounting
firm and as such, we believe "sub-account" is the term preferred by
them in these instances.
4. Reservations of Rights: Please review the Prospectus and in each case
----------------------
where the Registrant reserves the right to change, cancel or modify a
benefit or contract term, please ensure that information concerning the
circumstances under which the change would be made, who may approve it and
the time period and form of notice to Owners is disclosed. For example,
(i) on page 16, please include appropriate information with respect to
rejecting an application; (ii) on page 23, please consider including a
reference to page 36 with respect to suspensions or restrictions on
transfer privileges and (iii) on page 49, with respect to the registrant's
ability to make certain changes to the Separate Account,
please provide information regarding notice that will be provided to
contract Owners. See Item 7(c) of Form N-4.
---
RESPONSE: In response to the Staff's comments, on page 23 of the
prospectus we have included a reference to "6. ACCESS TO YOUR MONEY -
Suspension of Payments or Transfers" on page 37 with respect to
suspensions or restrictions on transfer privileges, and on page 50 we
have revised the last sentence of the third paragraph under the
caption "The Separate Account" to read as follows: "If we do so, we
will notify you of any such changes and we guarantee that the
modification will not affect your Account Value." With respect to the
change requested on page 16, we note that as a matter of state law,
insurance companies may reject any application for any lawful reason.
Therefore, we respectfully decline to include disclosure that would
purportedly serve as an exhaustive list of the reasons for which the
Companies may reject an application. In addition, we believe that Item
7(c) of Form N-4 addresses changes that can be made in the variable
annuity contract, and rejection of an application for a contract does
not constitute a change in the variable annuity contract.
5. Free Look: On page 6, the disclosure indicates that, upon cancellation
---------
within the 10 day period, the Owner receives the Contract value based on
the performance of the Investment Portfolios. Please clarify how the Fixed
Account allocations operate during the "Free Look" period.
RESPONSE: In response to the Staff's comment, we have added disclosure
under the section of the prospectus titled "HIGHLIGHTS - Free Look."
6. Fee Table and Expense Example (pp. 7-8, 13-14): The Owner Transactions
-----------------------------
Expenses Table lists the Standard Version fees followed by the C Share
Option fees. The Separate Account Annual Expenses Table and the Expense
Example reflect the C Share Option fees followed by the Standard Version
fees. For consistency, please present the information for each class in the
same order for the Fee Tables and the Expense Example.
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 5
RESPONSE: In response to the Staff's comment, we have revised the
Separate Account Annual Expenses Table and the Expense Example to
present information for the C Share Option and the Standard Version in
the same order as the Owner Transactions Expenses Table.
7. Investment Portfolio Expenses (pp. 10-12): The Prospectus includes
-----------------------------
additional tables showing annual operating expenses separately for each
Investment Portfolio. Instruction 20 to Item 3 of Form N-4 requires that
such additional tables should be prepared in the format and in accordance
with the instructions prescribed by Item 3 of Form N-1A. Please revise the
table accordingly. For example:
a. TABLE HEADING: Please replace the table heading "Contractual Expense
Subsidy or Deferral" with "Fee Waiver [and/or Expense Reimbursement]".
Please also make a corresponding change to the narrative preceding the
Expense Example. See Instruction 3(e) to Item 3 of Form N-1A.
---
RESPONSE: We have made the requested changes.
b. FOOTNOTES: As some of the Investment Portfolios are "new funds" (e.g.,
----
Van Eck VIP Long/Short Equity Index Fund), please include a footnote to the
"Other Expenses" and "Acquired Fund Fees and Expenses" line items
indicating that these items are based on estimated amounts for the current
fiscal year, where appropriate. See Instructions 3(f)(vi) and 6(a) to Item
---
3 of Form N-1A.
RESPONSE: We have made the requested change.
c. FEE WAIVERS: For funds that have contractual fee waivers, please confirm
that such fee waivers extend for more than one year from the effective date
of this registration statement. Please include disclosure stating waiver's
expected termination date and briefly describe who can terminate the
arrangement and under what circumstances. See Instruction 3(e) to Item 3 of
---
Form N-1A.
RESPONSE: With respect to the Staff's comment regarding the period for
which the fee waiver or expense reimbursement is expected to continue,
we respectfully note that the existing disclosure on page 12 of the
prospectus satisfies the requirements of Instruction 3(e) to Item 3 of
Form N-1A. The existing disclosure in the prospectus states that any
fee waivers or expense reimbursement arrangements reflected in the
table of Investment Portfolio Expenses will remain in effect for at
least one year from the date of the portfolio company's prospectus. We
believe that Instruction 20 to Item 3 of Form N-4 and Instruction 3(e)
to Item 3 of Form N-1A, when read together, only require disclosure of
the period for which the expense reimbursement or fee waiver
arrangement is expected to continue, as of the date of the effective
date of the registration statement of the portfolio company. We do not
read these provisions of Form N-4 and Form N-1A as requiring separate
account registrants to ensure the contractual fee waivers and/or
expense reimbursement arrangements that their portfolio companies may
enter into with third parties remain in effect for at least one year
from the effective date of the separate
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 6
account registration statement; the obligation of the separate account
registrant only is to accurately disclose these arrangements to keep
investors informed. We are aware of other variable annuity separate
account registrants that follow this disclosure convention as well.
Most importantly, we note that a particular fund may be a portfolio
company for many different insurance company products, and it would be
unworkable if the fund had to obtain extensions of its contractual fee
waiver/expense reimbursement arrangements based on the effective date
of the registration statement for each such insurance company product.
With respect to the Staff's comment regarding disclosure of "who can
terminate the arrangement and under what circumstances," we
respectfully submit that this disclosure is already provided. The
paragraph following the table states that "arrangements that may be
terminated without the consent of the Investment Portfolio's board of
directors or trustees, are not shown." In other words, fee waiver or
expense reimbursement arrangements are disclosed only when an
arrangement cannot be terminated without the express consent of the
portfolio company's board of directors or trustees. We believe this
disclosure satisfies the objectives of Instruction 3(e) to Item 3 of
N-1A. We further note that in accordance with a specific Staff comment
received several years ago, we eliminated footnotes from the
Investment Portfolio Expenses table on an enterprise-wide basis,
replacing the footnotes with a standalone paragraph after the table
that provides omnibus disclosure. We have consistently used this table
format since that time. In view of the fact that we believe the
existing disclosure is adequate, and that the requested change is
contrary to prior Staff guidance and would necessitate a burdensome,
enterprise-wide update to over 200 disclosure documents, we
respectfully decline to make the requested change.
8. Example (p.13): For clarity, please consider replacing each reference to
-------
"optional death benefit" with "Optional Return of Premium Death Benefit."
RESPONSE: The requested revision has been made.
9. The Annuity Contract (p. 15): Please delete the subsection entitled
--------------------
"Frequent or Large Transfers" from the section "The Annuity Contract" or
combine it with the subsection entitled "Restrictions on Frequent
Transfers." We note that describing such restrictions before a discussion
of the ability to transfer Account Value may confuse contract owners.
RESPONSE: We believe the separate subsection titled "Frequent or Large
Transfers" is appropriate. The section "The Annuity Contract" presents
an overview of the operation of the variable annuity contract. We
believe a subsection containing an overview of the Company's policies
and procedures to detect trading abuses is appropriately placed here
because it serves to direct the investor's attention to more detailed
information about those policies and procedures that is located
elsewhere in the prospectus. Accordingly, we respectfully decline to
make the requested change.
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 7
10. Fixed Account (pp. 15, 17):
-------------
a. STANDARD VERSION: On page 15, in the last paragraph of the left column,
the prospectus states that the Fixed Account is not offered by the
prospectus. On page 17, under the caption "Allocation of Purchase
Payments," the disclosure indicates that Purchase Payments may be allocated
to the Fixed Account and/or the Investment Portfolios. Please clarify that
the Fixed Account is offered as an allocation option under the Standard
Version of the Contract and explain why it is not offered by the prospectus
(e.g., that interests in the Fixed Account are not registered), as
----
appropriate.
RESPONSE: The Companies have clarified the disclosure as requested to
explain that (1) the Standard Version of the contract contains a Fixed
Account option in most states, and that (2) the Fixed Account is not
offered by the prospectus since interests in the Fixed Account are not
securities under the federal securities laws.
b. FIXED ACCOUNT RATES: On page 17, please explain the meanings of
"guaranteed minimum rate" and "published maximum" with respect to the Fixed
Account and identify where such information may be found.
RESPONSE: In response to the Staff's comment regarding our use of the
term "guaranteed minimum rate," we have revised the first bullet point
of the second paragraph under the caption "Allocation of Purchase
Payments" as follows:
o the credited interest rate on the Fixed Account is equal to the
guaranteed minimum rate indicated in your contract; or
In addition, in the second bullet point of that paragraph, we have
added disclosure clarifying that there is currently no maximum limit
for Fixed Account allocations and that we will notify the contract
holder of any such limit.
c. FINANCIAL STRENGTH: On page 15, in the top right column, please state
that any payments from the Fixed Account are subject to MetLife Investors
USA Insurance Company's financial strength and claims paying ability.
RESPONSE: The requested change has been made.
11. Account Value (p. 18): On page 18, please explain that contract charges,
-------------
in addition to the investment performance of the Investment Portfolios,
affect Accumulation Unit value. See Item 10(b) of Form N-4.
---
RESPONSE: Registrants respectfully note that the purpose of this
specific sentence is to focus on the particular importance of the
varying nature of the investment performance of the underlying
portfolios in determining Account Value. The disclosure following that
sentence provides the full discussion required by Item 10(b) of Form
N-1A.
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 8
12. Other Exchanges (pp. 18-19): Please clarify that an exchange into the C
---------------
Share Option does not start a new surrender charge period.
RESPONSE: We have made the requested revision.
13. Investment Options (pp. 20-22): This section describes the various series
------------------
trusts alternatively using the terms "open-end management company",
"mutual fund" or "trust." Please consider using consistent terms when
describing each such trust.
RESPONSE: The descriptions of the Investment Portfolios have been
revised to refer to each of the Investment Portfolios as a "mutual
fund."
14. Asset Allocation/Blueprint Models (pp. 26-27):
---------------------------------
a. INDEPENDENT THIRD PARTY CONSULTANT: Please disclose the identity and
address of the independent third party consultant. See Item 5(f) of
---
Form N-4. Please also supplementally state whether the consultant is
registered as an investment adviser under the Investment Advisers Act of
1940 (Advisers Act). If so, please supplementally explain whether it is
acting in its capacity as an adviser. If the Consultant not a registered
adviser, please supplementally explain why it is not registered under the
Advisers Act.
RESPONSE: As previously stated, the asset allocation program is not
part of the contract and is not offered through the respective
prospectuses, but rather through the Form ADV Part II of MetLife
Advisers. MetLife Advisers may select a different consultant from time
to time, to the extent permitted under applicable law. In this regard,
we believe the identity of the third party consultant is appropriately
disclosed in the information that registered representatives will
supply to potential investors who are interested in utilizing the
asset allocation program. Accordingly, we respectfully decline to
disclose the address and identity of the independent third party
consultant in the prospectuses.
The current independent third-party consultant is registered as an
investment adviser under the Advisers Act. If, in providing services
to MetLife Advisers, the consultant would be deemed to be acting as an
investment adviser, the consultant would be deemed to be an investment
adviser to MetLife Advisers, but not with respect to contract owners.
In this regard, as you know, the Staff's concerns evidenced through
the guidance it provided to registrants in 2005 were focused on making
sure that there was an investment adviser in place in a dynamic asset
allocation program, and that it was an appropriate response to these
concerns for an insurer-affiliated adviser to hold itself out as
investment adviser to contract holders with respect to the provisions
of the asset allocation models.
b. AFFILIATED ENTITIES: Please supplementally explain whether MetLife
Advisers, LLC has the discretion to select an affiliated entity to act as
consultant. If so, please disclose any conflicts of interest that may arise
with respect to the asset allocation program, the company, and/or the
Separate Account.
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 9
RESPONSE: Because the asset allocation program is offered to IRA
contract holders, pursuant to Internal Revenue Code Section 4975 and
Treasury and Department of Labor rules and regulations, MetLife
Advisers would not select an affiliated entity as a consultant.
Furthermore, the conflicts that could arise with respect to the asset
allocation program if an affiliated consultant were engaged, are
already disclosed in the prospectus because MetLife Advisers is an
affiliate.
c. BLUEPRINT MODELS: Please provide the staff with a copy of the current
blueprint models.
RESPONSE: In response to the Staff's request, we have attached a copy
of the current Blueprint Models to this letter.
15. Withdrawal Charges (p. 30): Please consider presenting a hypothetical
------------------
example showing the effect of withdrawal charges on full and partial
withdrawals.
RESPONSE: We have carefully considered the Staff's request, but we do
not believe the addition of a hypothetical example to the prospectus
showing the effect of withdrawal charges on full and partial
withdrawals would provide significant usefulness. Moreover, on an
enterprise-wide basis, the prospectuses for our variable annuities
reflect a consistent approach with respect to presentation of
examples, and none of them includes a hypothetical example showing the
effect of withdrawal charges on full and partial withdrawals. We
believe it is important to maintain this consistent approach and
respectfully decline to make the requested change.
16. Death Benefit (pp. 37-39):
-------------
a. DUPLICATE DISCLOSURE: Please consider revising the Death Benefit
disclosure by combining the general death benefits disclosure on pages
38-39 with the specific disclosure on pages 37-38. We note that such
combined disclosure would eliminate duplicate text and assist investor
understanding.
RESPONSE: We have reviewed the Death Benefit disclosure and do not
believe this section contains duplicative disclosure. Page 38
discusses how the identity of the owners and the number of
beneficiaries affect the triggering of the death benefit; and pages 38
to 40 explain the operation of the death benefit provisions.
Accordingly, we respectfully decline the request to combine the
disclosure on these pages.
b. CALCULATION OF DEATH BENEFIT (p. 37): The Prospectus states on page 37
that "[i]f the death benefit payable is an amount that exceeds the Account
Value on the day it is determined, we will apply to the contract an amount
equal to the difference between the death benefit payable and the Account
Value, in accordance with the current allocation of the Account Value." For
clarity, please preface this sentence with a statement indicating that it
refers to the return of premium benefit and not the standard death benefit.
RESPONSE: We have made the requested change.
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 10
c. DEATH BENEFIT PAYMENT OPTIONS (p. 38): For clarity, please disclose the
death benefit payment options in one place with the attendant effect of the
payment method on the calculation of the death benefit. For example,
reference to the lump sum and annuity payment methods are made on page 38
but the effect each method on death benefit calculation appears elsewhere.
RESPONSE: We do not believe the payment method has any effect on the
calculation of the death benefit. Accordingly, we respectfully decline
to make the requested change.
d. RISK OF LOSS/REMAINING BENEFICIARIES (p. 37): On page 37, the disclosure
indicates that the death benefit will be determined as of the time the
first Beneficiary submits the necessary documentation in Good Order.
Further disclosure indicates that any death benefit amounts held in the
Investment Portfolios on behalf of the remaining Beneficiaries are subject
to investment risk. Please clarify whether the first Beneficiary's interest
is also subject to investment risk until the death benefit is paid. In
addition, please clarify the meaning of "There is no additional death
benefit guarantee."
RESPONSE: In response to the Staff's comment, we have revised the
second paragraph under the caption "8. DEATH BENEFIT - Upon Your
Death" to clarify that only the amount of the death benefit payable to
the first Beneficiary is guaranteed and as such, there is no other
guarantee of the amount of the death benefit payable to any other
Beneficiary.
e. OPTIONAL DEATH BENEFIT - RETURN OF PREMIUM (p. 38): On page 38, in the
second full paragraph in the left column, in line three (3), please replace
"the death benefit" with "the optional death benefit."
RESPONSE: We have replaced "the death benefit" with "the Return of
Premium death benefit."
f. SPOUSAL CONTINUATION (pp. 38-39): Under the caption "General Death
Benefit Provisions," the prospectus discusses additional purchase payments
(i.e., direct transfers from other Qualified or Non-Qualified Contracts
----
held in the name of the decedent) that a Beneficiary can make under a new
contract issued to a Beneficiary to facilitate the payment of a death
benefit over time. Please disclose under the caption "Spousal Continuation"
whether such additional purchase payments may be made in the context of a
spouse electing to continue the contract.
RESPONSE: In response to the Staff's comment, we have revised the last
sentence of the first paragraph under the caption "8. DEATH BENEFIT -
Spousal Continuation" to read as follows: "The terms and conditions of
the contract that applied prior to the Owner's death will continue to
apply, including the ability to make Purchase Payments, with certain
exceptions described in the contract."
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 11
STATEMENT OF ADDITIONAL INFORMATION
17. Table of Contents (p. 2): Please conform the terms used in the Table of
-----------------
Contents and the headings in the SAI with those used in the Prospectus
(i.e., "Historical Unit Values" and "Historical Accumulation Unit Values";
----
and "Fixed Annuity" and "Fixed Account."
RESPONSE: We have made the requested change.
18. Item 18: Please confirm that all information required by Item 18 of Form
-------
N-4 has been disclosed, in particular Item 18(e).
RESPONSE: We confirm that all information required by Item 18 of Form
N-4, including Item 18(e), has been disclosed.
19. Unaffiliated Underwriters or Dealers: Please provide the disclosure
------------------------------------
required by Item 20(d) of Form N-4, if appropriate. We note that the
Prospectus indicates that the Contract may be sold through unaffiliated
dealers and distributors.
RESPONSE: The Registrants have not made any of the types of payments
that are required to be disclosed pursuant to Item 20(d) of Form N-4;
accordingly, no disclosure is needed pursuant to Item 20(d).
POWER OF ATTORNEY
20. Please provide a Power of Attorney that relates specifically to this new
Registration Statement as required by Rule 483(b) under the Securities Act,
including an SEC 1933 Act registration number.
RESPONSE: The Companies will revise the powers of attorney to include
the name of the variable annuity contract, i.e., MetLife Investment
----
Portfolio Architect, and resubmit the powers with their pre-effective
amendments to the Registration Statements.
TANDY REPRESENTATION
21. We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings reviewed by the staff to be certain that they
have provided all information investors require for an informed decision.
Since the registrant is in possession of all facts relating to the
registrant's disclosure, it is responsible for the accuracy and adequacy of
the disclosures it has made.
Notwithstanding our comments, in the event the registration requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that:
Keith A. Gregory [LOGO OF REEDSMITH]
October 29, 2014
Page 12
o Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
o The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the registrant from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
o The registrant may not assert this action as defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Investment
Management in connection with our review of your filing or in response to our
comments on your filing.
RESPONSE: We will provide the requisite "Tandy representations" in
subsequent correspondence requesting acceleration pursuant to Rule 461
under the Securities Act.
We hope that you will find these responses satisfactory. If you have
questions or comments about this matter, please contact the undersigned at
202.414.9208.
Very truly yours,
/s/ W. Thomas Conner
---------------------------
W. Thomas Conner
WC:gp
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