Reed Smith LLP
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W. THOMAS CONNER Richmond, VA 23219-4068
Direct Phone: +1 202 414 9208 Tel +1 804 344 3400
Email: tconner@reedsmith.com Fax +1 804 344 3410
reedsmith.com
November 7, 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
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METROPOLITAN LIFE SEPARATE ACCOUNT E
INITIAL REGISTRATION STATEMENT ON FORM N-4 (NY VERSION)
FILE NOS. 333-198448; 811-04001
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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 orally on November 5, 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, as amended by
Pre-Effective Amendments No. 1 filed on October 29, 2014 (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 pages are attached. A final pre-effective amendment to each Registration
Statement will be filed with acceleration requests and Tandy representations
after all comments have been resolved.
Comment A - Fee Waivers
-----------------------
With regard to the Investment Portfolio Expenses table, fee waiver and
expense reimbursement arrangements only may be disclosed in the expense table
if those arrangements extend for at least one
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-119890131.2
Keith A. Gregory [LOGO OF REEDSMITH APPEARS HERE]
November 7, 2014
Page 2
year from the effective date of the Registration Statements. If those
arrangements are to be in effect for less than one year from the effective date
of the Registration Statements, the table should be omitted from the
prospectus, or if it is retained, modified to remove the columns titled "Fee
Waiver and/or Expense Reimbursement" and "Net Total Annual Portfolio Expenses,"
and the first paragraph following the table should be revised to remove the
references to the current fee waiver and expense reimbursement arrangements.
RESPONSE: The Companies have removed the Investment Portfolio Expenses table
in accordance with the Staff's suggestion.
Comment B - Total Annual Portfolio Expenses
-------------------------------------------
Please confirm supplementally that the minimum and maximum operating
expenses presented in the Total Annual Portfolio Expenses table do not take
into account any fee waiver or expense reimbursement arrangements.
RESPONSE: The Companies confirm that the minimum and maximum operating
expenses presented in the Total Annual Portfolio Expenses were calculated
without taking into account any fee waiver or expense reimbursement
arrangements.
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
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W. Thomas Conner