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Metlife Investors USA Separate Account A, et al. – ‘485BPOS’ on 7/15/04

On:  Thursday, 7/15/04, at 5:20pm ET   ·   Effective:  7/15/04   ·   Accession #:  1193125-4-118992   ·   File #s:  333-54464, 811-03365

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/15/04  Metlife Investors USA Sep Acct A  485BPOS     7/15/04   24:1.0M                                   RR Donnelley/FA
          Metlife Investors USA Separate Account A

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Metlife Investors (Mli Usa Va) Post-Effective       HTML    249K 
                          Amendment No. 6                                        
 2: EX-99.1     Certification of Restated Resolultions              HTML     30K 
22: EX-99.10(I)  Consent of Independent Registered Public           HTML     12K 
                          Accounting Firm                                        
23: EX-99.10(II)  Consent of Sutherland Asbill & Brennan LLP        HTML     12K 
24: EX-99.10(III)  Consent of Council (Mli Usa)                     HTML     11K 
 3: EX-99.3(II)  Principal Underwriter's and Selling Agreement      HTML     24K 
 4: EX-99.3(III)  Amendment to Principal Underwriters and Selling   HTML     21K 
                          Agreement                                              
 6: EX-99.4(XIX)  Form of Contract Schedule [Series C, L, Va, or    HTML     49K 
                          Xc]                                                    
 5: EX-99.4(XVIII)  Form of Guaranteed Withdrawal Benefit Rider     HTML     33K 
                          (Gwb)                                                  
 7: EX-99.4(XX)  Individual Retirement Annuity Endorsement 8023.1   HTML     39K 
                          (9/02)                                                 
 8: EX-99.4(XXI)  Roth Individual Retirement Annuity Endorsement    HTML     32K 
                          9024.1 (9/02)                                          
 9: EX-99.4(XXII)  401(A)/403(A) Plan Endorsement 8025.1 (9/02)     HTML     15K 
10: EX-99.4(XXIII)  Tax Sheltered Annuity Endorsement 8026.1        HTML     49K 
                          (9/02)                                                 
11: EX-99.4(XXIV)  Simple Individual Retirement Annuity             HTML     38K 
                          Endorsement 8276 (9/02)                                
12: EX-99.5(II)  Form of Variable Annuity Application Series Va     HTML     40K 
13: EX-99.6(I)  Retstated Certificate of Incorporation of           HTML     25K 
                          Associated Traffic Clubs                               
14: EX-99.6(II)  By-Laws                                            HTML     49K 
15: EX-99.6(III)  Amended Certificate of Incorporation Filed        HTML     14K 
                          10/01/79 and Signed 9/27/79                            
16: EX-99.6(IV)  Change of Location of Registered Office/Agent      HTML     13K 
                          Filed 2/26/80 and Effective 2/8/80                     
17: EX-99.6(V)  Cert. of Amend. of Certification of Incorp. Signed  HTML     16K 
                          4/26/83, Certified 2/12/85                             
18: EX-99.6(VI)  Amended Certificate of Incorporation Filed         HTML     24K 
                          10/22/84 and Signed 10/19/84                           
19: EX-99.6(VII)  Amended Certificate of Incorporation Certified    HTML     19K 
                          8/31/94 and Signed 10/19/84                            
20: EX-99.6(VIII)  Amended Certificate of Incorporation (Name       HTML     15K 
                          Change)                                                
21: EX-99.8(III)  Participation Agreement (Effective 2-12-01)       HTML     96K 

As Filed with the Securities and Exchange Commission on July 15, 2004

File Nos. 333-54464

811-3365

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

(Check appropriate box or boxes.)

Name and Address of Agent for Service

Richard C. Pearson

Executive Vice President

MetLife Investors USA Insurance Company

22 Corporate Plaza Drive

Newport Beach, California 92660

(949) 629-1317

Copies to:

W. Thomas Conner

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, NW

Washington, DC 20004

(202) 383-0590

It is proposed that this filing will become effective:

If appropriate, check the following:

Title of Securities Registered:

Individual Variable Annuity Contracts

The prospectus and statement of additional information, each dated May 1, 2004 for the Series VA contracts included in Post-Effective Amendment No. 5 to the registration statement on Form N-4 (File No. 333-54464) filed on April 27, 2004 pursuant to paragraph (b) of Rule 485, are incorporated herein by reference.

MetLife Investors USA Insurance Company

MetLife Investors USA Separate Account A

Supplement Dated August 2, 2004

To the Prospectus Dated May 1, 2004

This supplement describes an optional benefit, the Guaranteed Withdrawal Benefit (“GWB”), which may be added by rider to Series VA variable annuity contracts issued by MetLife Investors USA Insurance Company (“we,” “us,” or “our”). The GWB guarantees that, provided withdrawals or amounts applied to an annuity option do not exceed the Annual Benefit Payment in any contract year, the total payments that you or your beneficiary will receive from the contract over time will equal or exceed the Guaranteed Withdrawal Amount, which initially equals your purchase payments (and any applicable GWB Bonus Amount). The supplement provides information in addition to that contained in the prospectus dated May 1, 2004 for the contract. It should be read in its entirety and kept together with your prospectus for future reference. If you do not have a copy of the prospectus, write to us at 22 Corporate Plaza Drive, Newport Beach, CA 92660-7901 or call us at (800) 343-8496 to request a free copy.

Certain terms used in this supplement have special meanings. If a term is not defined in the supplement, it has the meaning given to it in the prospectus.

1.    Fee Table And Examples

Add the following to the “Periodic Fees and Expenses Table” in the “FEE TABLES AND EXAMPLES” section of the prospectus:

2.    Examples

The “Examples” in the “FEE TABLES AND EXAMPLES” section of the prospectus are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. Chart 1 in the “Examples” section illustrates the most expensive way to purchase the contract. Chart 1 assumes purchase of the Guaranteed Minimum Income Benefit rider (“GMIB rider”), as well as certain optional death benefits. With the availability of the GWB rider, purchasing the GMIB rider is no longer the most expensive way to purchase the contract in all years shown. Purchasing the contract with the GMIB rider is the most expensive way to purchase the contract is some years, and purchasing the contract with the GWB rider is the most expensive way to purchase the contract in other years (assuming you elect an Optional Reset of the GWB and as a result the GWB Rider Charge increases to the maximum charge permitted on an Optional Reset of 0.95%). You

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cannot purchase both the GMIB and the GWB riders. Therefore, we are adding the chart below to the “Examples” section of the prospectus to show the cost of purchasing the contract with the GWB rider. You can compare these expenses to those shown in Chart 1 in the “Examples” section of the prospectus, which assume that the GMIB rider is purchased.

Chart 3.    Chart 3 assumes you select the Compounded-Plus Death Benefit rider, the Additional Death Benefit-Earnings Preservation Benefit and the Guaranteed Withdrawal Benefit rider.

(1) If you surrender your contract at the end of the applicable time period:

(2) If you do not surrender your contract or if you annuitize at the end of the applicable time period:

The Examples should not be considered a representation of past or future expenses or annual rates of return of any investment portfolio. Actual expenses and annual rates of return may be more or less than those assumed for the purpose of the Examples.

Chart 2 in the “Examples” section of the prospectus illustrates the least expensive way to purchase the contract. That chart assumes that you do not purchase an optional death benefit rider, the GMIB rider or the GWB rider.

3.    Expenses

Add the following as a new section in the “EXPENSES” section of the prospectus:

Guaranteed Withdrawal Benefit — Rider Charge

If you elect the Guaranteed Withdrawal Benefit (“GWB”), a charge is deducted from your account value on each contract anniversary. The charge is equal to 0.50% of the Guaranteed Withdrawal Amount on the applicable contract anniversary, prior to taking into account any Optional Reset occurring on such contract anniversary. The GWB Rider Charge is deducted from your account value pro rata from each investment option and the fixed account. If you elect an Optional Reset of the GWB on the 5th contract anniversary or thereafter as permitted, we may increase the GWB Rider Charge to the charge applicable to current contract purchases at the time of the reset but no more than a maximum of 0.95% of the Guaranteed Withdrawal Amount. The GWB Rider Charge will continue even if your Benefit Base has been reduced to zero (see “ACCESS TO YOUR MONEY — Guaranteed Withdrawal Benefit”).

4.    Annuity Payments (the Income Phase)

Add the following to the discussion of the Guaranteed Minimum Income Benefit in the “ANNUITY PAYMENTS (THE INCOME PHASE)” section of the prospectus:

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You may not have this benefit and the Guaranteed Withdrawal Benefit in effect at the same time.

5.    Access To Your Money

Add the following as a new section in the “ACCESS TO YOUR MONEY” section of the prospectus:

Guaranteed Withdrawal Benefit

In states where approved, you may elect the Guaranteed Withdrawal Benefit (“GWB”) as an optional rider to your contract. You may elect the GWB rider prior to age 86 at the time you purchase a contract. The GWB guarantees that, provided withdrawals or amounts applied to an annuity option do not exceed the Annual Benefit Payment (the initial Annual Benefit Payment is currently 7% of your initial purchase payment plus the GWB Bonus Amount) in any contract year, the total payments that you or your beneficiary will receive from the contract over time will equal or exceed the Guaranteed Withdrawal Amount, which initially equals your purchase payments (and any applicable GWB Bonus Amount). The GWB is intended to protect you against poor investment performance. However, the GWB does not establish or guarantee an account value or minimum return for any investment portfolio, and the GWB may protect you against poor investment performance only if your annual withdrawals or amounts applied to an annuity option are less than or equal to the Annual Benefit Payment. Even if your annual withdrawals or amounts applied to an annuity option are less than or equal to the Annual Benefit Payment, income taxes and penalties may apply to your withdrawals, and withdrawal charges may apply to withdrawals during the first contract year unless you take the necessary steps to elect to take such withdrawals under a Systematic Withdrawal Program. Once elected, the GWB rider cannot be terminated except as described below. You may not elect both the GWB and GMIB riders under your contract.

If in any contract year you take cumulative withdrawals that exceed the Annual Benefit Payment, the total payments that the GWB guarantees that you or your beneficiary will receive from the contract over time may be less than the Guaranteed Withdrawal Amount. This reduction may be significant. However, the GWB Rider Charge will continue to be deducted and calculated based on the Guaranteed Withdrawal Amount (which does not decrease due to withdrawals) until termination of the contract.

Benefit Base.    Your initial Benefit Base is equal to the initial Guaranteed Withdrawal Amount, calculated as your initial purchase payment plus the GWB Bonus Amount. Thereafter, the Benefit Base is calculated separately from the Guaranteed Withdrawal Amount. Your Benefit Base will change as purchase payments and withdrawals are made, or as the result of an Optional Reset, while your Guaranteed Withdrawal Amount may change only as purchase payments are made, or as the result of an Optional Reset.

The Benefit Base is equal to:

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Annual Benefit Payment.    The initial Annual Benefit Payment is equal to the initial Benefit Base multiplied by the GWB Withdrawal Rate, currently 7%. The Annual Benefit Payment is reset after each subsequent purchase payment to the greater of the Annual Benefit Payment before the subsequent purchase payment and the GWB Withdrawal Rate multiplied by the Benefit Base after the subsequent purchase payment.

Benefits Paid from your contract have the following effect. If annual Benefits Paid from your contract do not exceed the Annual Benefit Payment, the Annual Benefit Payment will not decrease. (However, as noted above, during the first contract year, even if annual Benefits Paid from your contract do not exceed the Annual Benefit Payment, withdrawal charges may apply to withdrawals unless you take the necessary steps to elect such withdrawals under a Systematic Withdrawal Program.) If a Benefit Paid from your contract does result in annual Benefits Paid during a contract year exceeding the Annual Benefit Payment or is not payable to the contract owner or contract owner’s bank account (or the annuitant’s bank account, if the owner is a non-natural person), the Annual Benefit Payment will be recalculated and may be reduced. The new Annual Benefit Payment will equal the lower of (1) the Annual Benefit Payment before the withdrawal and (2) your account value after the decrease for the Benefit Paid multiplied by the GWB Withdrawal Rate.

For IRAs and other contracts subject to Section 401(a)(9) of the Internal Revenue Code, you may be required to take withdrawals to fulfill minimum distribution requirements. These required distributions may be larger than the Annual Benefit Payment and may therefore adversely impact your guarantee under the GWB rider.

Guaranteed Withdrawal Amount.    The initial Guaranteed Withdrawal Amount is equal to your initial purchase payment plus the GWB Bonus Amount. The total amount guaranteed to be withdrawn over time may be less than the Guaranteed Withdrawal Amount if your annual withdrawals exceed the Annual Benefit Payment. However, the Guaranteed Withdrawal Amount is always the amount against which the GWB Rider Charge is calculated. The Guaranteed Withdrawal Amount may increase with additional purchase payments. In this case, the Guaranteed Withdrawal Amount will be reset equal to the greater of the (1) Guaranteed Withdrawal Amount before the purchase payment and (2) the Benefit Base after the purchase payment. Withdrawals do not decrease the Guaranteed Withdrawal Amount.

Optional Reset.    An Optional Reset can result in an increase of the Annual Benefit Payment, the Benefit Base, the Guaranteed Withdrawal Amount and the GWB Rider Charge. The Optional Reset can result in a decrease of the Annual Benefit Payment and Guaranteed Withdrawal Amount if the account value before the reset was less than the Guaranteed Withdrawal Amount. Starting with the fifth contract anniversary prior to the owner’s 86th birthday, you may ask us to reset the Annual Benefit Payment, Benefit Base and Guaranteed Withdrawal Amount, provided that your account value is larger than the Benefit Base immediately before the reset. We must receive your request in writing within a 30-day period prior to that contract anniversary. You may elect an Optional Reset at any subsequent contract anniversary as long as it has been at least five years since the last Optional Reset. If the owner is a non-natural person, the annuitant’s age is the basis for determining the birthday. If there are joint owners, the age of the oldest joint owner is used to determine the birthday. We reserve the right to prohibit an Optional Reset election if we no longer offer this benefit. The reset will:

The purpose of an Optional Reset is to “lock-in” a higher Benefit Base, which may increase the amount of the Annual Benefit Payment and lengthen the period of time over which these withdrawals can be taken. Locking in a

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higher Benefit Base increases your total future guaranteed withdrawal payments, but may decrease the amount of the Annual Benefit Payment if, before the reset, the account value is less than the Guaranteed Withdrawal Amount.

Termination of the GWB Rider.    The GWB rider will terminate:

Additional Information.    If you take a full withdrawal of your account value and the withdrawal does not exceed the Annual Benefit Payment, or your account value is reduced to zero because you do not have a sufficient account value to pay the GWB Charge and your Benefit Base after the withdrawal is more than zero, we will commence making payments to the owner (or the annuitant if the owner is a non-natural person) or to your beneficiary, if you or the annuitant should die, on a monthly basis (or any mutually agreed upon frequency, but not less frequently than annually) until the Benefit Base is exhausted. The total annual payments cannot exceed the Annual Benefit Payment, except to the extent required under the Internal Revenue Code.

If the owner or joint owner (or the annuitant if the owner is a non-natural person) should die while this benefit is in effect, your beneficiary may elect to receive the Guaranteed Withdrawal Benefit as a death benefit instead of the standard death benefit, the Annual Step-Up death benefit or the Compounded-Plus death benefit, if those benefits had been purchased by the owner(s). Otherwise, the provisions of those death benefits will determine the amount of the death benefit.

If the beneficiary elects the death benefit under the Guaranteed Withdrawal Benefit, we will pay the remaining Benefit Base on a monthly basis (or any mutually agreed upon frequency, but no less frequently then annually) until the Benefit Base is exhausted. Except as may be required by the Internal Revenue Code, an annual payment will not exceed the Annual Benefit Payment. If your beneficiary dies while such payments are made, we will continue making the payments to the beneficiary’s estate unless we have agreed to another payee in writing.

We reserve the right to accelerate any payment that is less than $500 or to comply with requirements under the Internal Revenue Code (including minimum distribution requirements for IRAs and other contracts subject to Section 401(a) (9) of the Internal Revenue Code and non-qualified contracts subject to Section 72(s)). If you terminate the GWB rider because (1) you make a total withdrawal of your account value; (2) your account value is insufficient to pay the GWB Charge; or (3) the contract owner dies, except where the beneficiary or joint owner is the spouse of the owner and the spouse elects to continue the contract and the spouse is less than 85 years old, you may not make additional purchase payments under the contract.

Examples

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6

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Assume that a contract had an initial purchase payment of $100,000 and the fee is .50%. The initial account value is $100,000, the initial Benefit Base is $105,000, the Guaranteed Withdrawal Amount is $105,000 and the Annual Benefit Payment is $7,350.

The account value on the fifth contract anniversary grew due to market performance to $195,850. Assume that the GWB Rider Charge is still .50%. If an Optional Reset is elected, the charge would remain at .50% and would be applied to the new Guaranteed Withdrawal Amount, the Guaranteed Withdrawal Amount and the Benefit Base would both be reset to $195,850, and the Annual Benefit Payment would become 7% × $195,850 = $13,710.

The account value on the tenth contract anniversary grew due to market performance to $250,488. Assume that the GWB Rider Charge has been increased to .60%. If an Optional Reset is elected, the charge would increase to .60% and would be applied to the new Guaranteed Withdrawal Amount, the Guaranteed Withdrawal Amount and the Benefit Base will both be reset to $250,488, and the Annual Benefit Payment would become 7% × $250,488 = $17,534.

The account value on the fifteenth contract anniversary grew due to market performance to $395,016. Assume that the GWB Rider Charge is still .60%. If an Optional Reset is elected, the charge would remain at .60% and would be applied to the new Guaranteed Withdrawal Amount, the Guaranteed Withdrawal Amount and the Benefit Base will both be reset to $395,016, and the Annual Benefit Payment would become 7% × $395,016 = $27,651.

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The period of time over which the Annual Benefit Payment may be taken is lengthened.

THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE

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PART C

OTHER INFORMATION

ITEM 24.    FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements of the Separate Account are included in Part B hereof:

The following financial statements of the Company are included in Part B hereof

The following are the Officers and Directors who are engaged directly or indirectly in activities relating to the Registrant or the variable annuity contracts offered by the Registrant and the executive officers of the Company:

The Registrant is a separate account of MetLife Investors USA Insurance Company under Delaware insurance law. MetLife Investors USA Insurance Company is a wholly-owned direct subsidiary of MetLife Investors Group, Inc. which in turn is a direct subsidiary of MetLife, Inc., a publicly traded company. The following outline indicates those entities that are controlled by MetLife, Inc. or are under the common control of MetLife, Inc.

ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES AS OF DECEMBER 31, 2003

The following is a list of subsidiaries of MetLife, Inc. updated as of December 31, 2003. Those entities which are listed at the left margin (labeled with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise indicated, each entity which is indented under another entity is a subsidiary of that other entity and, therefore, an indirect subsidiary of MetLife, Inc. Certain inactive subsidiaries have been omitted from the MetLife, Inc. organizational listing. The voting securities (excluding directors’ qualifying shares, if any) of the subsidiaries listed are 100% owned by their respective parent corporations, unless otherwise indicated. The jurisdiction of domicile of each subsidiary listed is set forth in the parenthetical following such subsidiary.

1

2

3

4

5

6

7

8

(Barbados)

(Barbados)

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The voting securities (excluding directors’ qualifying shares, if any) of each subsidiary shown on the organizational chart are 100% owned by their respective parent entity, unless otherwise indicated.

In addition to the entities shown on the organizational chart, MetLife, Inc. (or where indicated, a subsidiary) also owns interests in the following entities:

1) Metropolitan Structures is a general partnership in which Metropolitan Life Insurance Company owns a 50% interest.

2) Metropolitan Life Insurance Company owns varying interests in certain mutual funds distributed by its affiliates. These ownership interests are generally expected to decrease as shares of the funds are purchased by unaffiliated investors.

3) Metropolitan Life Insurance Company indirectly owns 100% of the non-voting preferred stock of Nathan and Lewis Associates Ohio, Incorporated, an insurance agency. 100% of the voting common stock of this company

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is held by an individual who has agreed to vote such shares at the direction of N.L. HOLDING CORP. (DEL), a direct wholly owned subsidiary of MetLife, Inc.

4) Mezzanine Investment Limited Partnerships (“MILPs”), Delaware limited partnerships, are investment vehicles through which investments in certain entities are held. A wholly owned subsidiary of Metropolitan Life Insurance Company serves as the general partner of the limited partnerships and Metropolitan Life Insurance Company directly owns a 99% limited partnership interest in each MILP. The MILPs have various ownership and/or debt interests in certain companies. The various MILPs own, directly or indirectly, 100% of the voting stock of the following: Coating Technologies International, Inc.

5) New England Life Insurance Company (“NELICO”), owns 100% of the voting stock of Omega Reinsurance Corporation. NELICO does not have a financial interest in this subsidiary.

6) 100% of the capital stock of Fairfield Insurance Agency of Texas, Inc. is owned by an officer. New England Life Insurance Company controls the issuance of additional stock and has certain rights to purchase such officer’s shares.

NOTE: THE METLIFE, INC. ORGANIZATIONAL CHART DOES NOT INCLUDE REAL ESTATE JOINT VENTURES AND PARTNERSHIPS OF WHICH METLIFE, INC. AND/OR ITS SUBSIDIARIES IS AN INVESTMENT PARTNER. IN ADDITION, CERTAIN INACTIVE SUBSIDIARIES HAVE ALSO BEEN OMITTED.

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As of May 31, 2004, there were 16,921 qualified contract owners and 8,770 non-qualified contract owners.

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which would involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. The foregoing sentence notwithstanding, if the Delaware General Corporation Law hereafter is amended to authorized further limitations of the liability of a director of a corporation, then a director of the corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall be held free from liability to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article 7 by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

(a) MetLife Investors Distribution Company is the principal underwriter for the following investment companies (other than Registrant):

Met Investors Series Trust;

MetLife Investors Variable Annuity Account One;

MetLife Investors Variable Annuity Account Five;

MetLife Investors Variable Life Account One;

MetLife Investors Variable Life Account Five; and

First MetLife Investors Variable Annuity Account One.

(b) MetLife Investors Distribution Company is the principal underwriter for the Contracts. The following persons are the officers and directors of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 22 Corporate Plaza Drive, Newport Beach, CA 92660.

(c) Compensation from the Registrant. The following commissions and other compensation were received by the Distributor, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:

ITEM 30.    Location of Accounts and Records

The following companies will maintain possession of the documents required by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:

ITEM 31.    MANAGEMENT SERVICES

Not Applicable.

ITEM 32.    UNDERTAKINGS

a. Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted.

b. Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

c. Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request.

d. MetLife Investors USA Insurance Company (“Company”) hereby represents that the fees and charges deducted under the Contracts described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company.

REPRESENTATIONS

The Company hereby represents that it is relying upon a No Action Letter issued to the American Council of Life Insurance dated November 28, 1988 (Commission ref. IP-6-88) and that the following provisions have been complied with:

1. Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in each registration statement, including the prospectus, used in connection with the offer of the contract;

2. Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in any sales literature used in connection with the offer of the contract;

3. Instruct sales representatives who solicit participants to purchase the contract specifically to bring the redemption restrictions imposed by Section 403(b)(11) to the attention of the potential participants;

4. Obtain from each plan participant who purchases a Section 403(b) annuity contract, prior to or at the time of such purchase, a signed statement acknowledging the participant’s understanding of (1) the restrictions on redemption imposed by Section 403(b)(11), and (2) other investment alternatives available under the employer’s Section 403(b) arrangement to which the participant may elect to transfer his contract value.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Registration Statement to be signed on its behalf in the City of Newport Beach and State of California on this 12th day of July 2004.

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 12, 2004.

July 12, 2004

INDEX TO EXHIBITS

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘485BPOS’ Filing		Date		Other Filings
		8/2/04
Filed on / Effective on:		7/15/04		485BPOS
		7/12/04
		5/31/04
		5/18/04
		5/1/04		485BPOS
		4/27/04		485BPOS
		12/31/03		24F-2NT,  N-30D,  NSAR-U
		4/30/03		485BPOS
		12/31/02		24F-2NT,  NSAR-U
		1/1/02
		12/31/01		24F-2NT,  NSAR-U
		4/13/01		485BPOS
		3/21/01		N-4/A
		3/1/01		497J
		1/26/01		N-4
		1/1/01
				List all Filings

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64 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/12/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:3.6M Donnelley … Solutions/FA 4/12/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:4M Donnelley … Solutions/FA 4/12/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:7.4M Donnelley … Solutions/FA 4/12/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:4.3M Donnelley … Solutions/FA 4/12/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:3.8M Donnelley … Solutions/FA 4/11/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:3.3M Donnelley … Solutions/FA 4/11/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:3.3M Donnelley … Solutions/FA 4/11/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:2M Donnelley … Solutions/FA 4/11/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:2.6M Donnelley … Solutions/FA 4/11/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:4.2M Donnelley … Solutions/FA 4/11/24 Brighthouse Separate Account A 485BPOS 4/29/24 3:1.2M Donnelley … Solutions/FA 4/10/24 Brighthouse Separate Account A 485BPOS 4/29/24 9:3.8M Donnelley … Solutions/FA 4/10/24 Brighthouse Separate Account A 485BPOS 4/29/24 9:11M Donnelley … Solutions/FA 4/10/24 Brighthouse Separate Account A 485BPOS 4/29/24 9:12M Donnelley … Solutions/FA 4/10/24 Brighthouse Separate Account A 485BPOS 4/29/24 9:11M Donnelley … Solutions/FA 4/17/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:3.8M Donnelley … Solutions/FA 4/17/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:4.1M Donnelley … Solutions/FA 4/17/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:7.4M Donnelley … Solutions/FA 4/17/23 Brighthouse Separate Account A 485BPOS 5/01/23 6:4.6M Donnelley … Solutions/FA 4/17/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:4M Donnelley … Solutions/FA 4/14/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:3.5M Donnelley … Solutions/FA 4/14/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:3.4M Donnelley … Solutions/FA 4/14/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:2.1M Donnelley … Solutions/FA 4/14/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:2.7M Donnelley … Solutions/FA 4/14/23 Brighthouse Separate Account A 485BPOS 5/01/23 6:4.4M Donnelley … Solutions/FA 4/14/23 Brighthouse Separate Account A 485BPOS 5/01/23 4:1.4M Donnelley … Solutions/FA 4/12/23 Brighthouse Separate Account A 485BPOS 5/01/23 10:4M Donnelley … Solutions/FA 4/12/23 Brighthouse Separate Account A 485BPOS 5/01/23 12:9.2M Donnelley … Solutions/FA 4/12/23 Brighthouse Separate Account A 485BPOS 5/01/23 12:10M Donnelley … Solutions/FA 4/12/23 Brighthouse Separate Account A 485BPOS 5/01/23 12:9.3M Donnelley … Solutions/FA 4/27/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:4.2M Donnelley … Solutions/FA 4/27/22 Brighthouse Separate Account A 485BPOS 4/29/22 5:2.9M Donnelley … Solutions/FA 4/20/22 Brighthouse Separate Account A 485BPOS 4/29/22 4:1M Donnelley … Solutions/FA 4/19/22 Brighthouse Separate Account A 485BPOS 4/29/22 5:2.6M Donnelley … Solutions/FA 4/19/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:4M Donnelley … Solutions/FA 4/19/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:6.2M Donnelley … Solutions/FA 4/19/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:4.2M Donnelley … Solutions/FA 4/19/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:3.9M Donnelley … Solutions/FA 4/18/22 Brighthouse Separate Account A 485BPOS 4/29/22 10:2.4M Donnelley … Solutions/FA 4/18/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:2.4M Donnelley … Solutions/FA 4/18/22 Brighthouse Separate Account A 485BPOS 4/29/22 5:2.3M Donnelley … Solutions/FA 4/18/22 Brighthouse Separate Account A 485BPOS 4/29/22 8:1.6M Donnelley … Solutions/FA 4/18/22 Brighthouse Separate Account A 485BPOS 4/29/22 8:2M Donnelley … Solutions/FA 4/18/22 Brighthouse Separate Account A 485BPOS 4/29/22 5:2.9M Donnelley … Solutions/FA 4/13/22 Brighthouse Separate Account A 485BPOS 4/29/22 9:2.8M Donnelley … Solutions/FA 4/13/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:2.4M Donnelley … Solutions/FA 4/13/22 Brighthouse Separate Account A 485BPOS 4/29/22 6:2.6M Donnelley … Solutions/FA 10/07/21 Brighthouse Separate Account A 485APOS 2:1M Donnelley … Solutions/FA 4/16/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:2.5M Donnelley … Solutions/FA 4/16/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:9.9M Donnelley … Solutions/FA 4/16/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:5M Donnelley … Solutions/FA 4/16/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:2.9M Donnelley … Solutions/FA 4/16/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:2.6M Donnelley … Solutions/FA 4/15/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:2.1M Donnelley … Solutions/FA 4/15/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:6.4M Donnelley … Solutions/FA 4/15/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:2.2M Donnelley … Solutions/FA 4/15/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:3.9M Donnelley … Solutions/FA 4/15/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:1.8M Donnelley … Solutions/FA 4/15/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:2.8M Donnelley … Solutions/FA 4/14/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:756K Donnelley … Solutions/FA 4/14/21 Brighthouse Separate Account A 485BPOS 4/30/21 4:2.7M Donnelley … Solutions/FA 4/14/21 Brighthouse Separate Account A 485BPOS 4/30/21 4:2.6M Donnelley … Solutions/FA 4/14/21 Brighthouse Separate Account A 485BPOS 4/30/21 3:2.3M Donnelley … Solutions/FA 10/13/20 Brighthouse Separate Account A 485APOS¶ 10/13/20 4:2.7M Donnelley … Solutions/FA

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Filing Submission 0001193125-04-118992   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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