Registration Statement for a Separate Account (Unit Investment Trust) — Form N-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-4 Usa 3A 3B 3C 126± 480K
2: EX-99.4(XIX) Guaranteed Withdrawl Benefit Rider 5 23K
3: EX-99.4(XX) Guaranteed Minimum Accumulation Benefit Rider - 3 16K
Living Benefit
4: EX-99.4(XXI) Contract Schedule 7 32K
5: EX-99.4(XXII) Purchase Payment Credit Rider 1 6K
6: EX-99.5(I) Variable Annuity Application 7± 28K
As filed with the Securities and Exchange Commission on June 13, 2005
File Nos. 333-
811-03365
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No.
Post-Effective Amendment No.
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 117 [x]
(Check appropriate box or boxes.)
METLIFE INVESTORS USA SEPARATE ACCOUNT A
(Exact Name of Registrant)
METLIFE INVESTORS USA INSURANCE COMPANY
(Name of Depositor)
22 Corporate Plaza Drive, Newport Beach, California
92660
(Address of Depositor's Principal Executive Offices) (Zip
Code)
(Depositor's Telephone Number, including Area Code)
(800) 989-3752
(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
Approximate Date of Proposed Public Offering:
As soon as practicable after effectiveness of the Registration Statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until Registration Statement
shall become effective on such date as the Commission, acting pursuant to
said Section 8(a) shall determine.
Title of Securities Registered:
Interest in a separate account under individual flexible premium deferred
variable annuity contracts.
THE VARIABLE ANNUITY CONTRACT
ISSUED BY
METLIFE INVESTORS USA INSURANCE COMPANY
AND
METLIFE INVESTORS USA SEPARATE ACCOUNT A
USA 3A
USA 3B
USA 3C
This prospectus describes certain flexible premium deferred variable annuity
contracts offered by MetLife Investors USA Insurance Company
(MetLife Investors USA or we or us). The contracts are offered for
individuals and some tax qualified and non-tax qualified
retirement plans.
The annuity contracts have 29 investment choices. - a fixed account which
offers an interest rate guaranteed by us, and 28 investment portfolios
listed below. You can put your money in the fixed account and/or any of
these investment portfolios.
MET INVESTORS SERIES TRUST (CLASS B):
Met/AIM Mid Cap Core Equity Portfolio
Met/AIM Small Cap Growth Portfolio
Goldman Sachs Mid-Cap Value Portfolio
Harris Oakmark International Portfolio
Janus Aggressive Growth Portfolio
Lord Abbett Bond Debenture Portfolio
Lord Abbett Growth and Income Portfolio
MFS (Reg. TM) Research International Portfolio
Neuberger Berman Real Estate Portfolio
Oppenheimer Capital Appreciation Portfolio
PIMCO Inflation Protected Bond Portfolio
PIMCO Total Return Portfolio
RCM Global Technology Portfolio
(formerly PIMCO PEA Innovation Portfolio)
T. Rowe Price Mid-Cap Growth Portfolio
Third Avenue Small Cap Value Portfolio
Turner Mid-Cap Growth Portfolio
Van Kampen Comstock Portfolio
METROPOLITAN SERIES FUND, INC.
(CLASS B OR CLASS E, AS NOTED):
BlackRock Money Market Portfolio
Davis Venture Value Portfolio (Class E)
Harris Oakmark Focused Value Portfolio
Jennison Growth Portfolio
MetLife Stock Index Portfolio
Salomon Brothers U.S. Government Portfolio
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PROGRAM (CLASS B):
MetLife Defensive Strategy Portfolio
MetLife Moderate Strategy Portfolio
MetLife Balanced Strategy Portfolio
MetLife Growth Strategy Portfolio
MetLife Aggressive Strategy Portfolio
Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the MetLife Investors USA
Variable Annuity Contract.
November 1, 2005
1
To learn more about the MetLife Investors USA Variable Annuity Contract, you
can obtain a copy of the Statement of Additional Information (SAI) dated
November 1, 2005. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is legally a part of the prospectus. The SEC maintains a
Web site (http://www.sec.gov) that contains the SAI, material incorporated by
reference, and other information regarding companies that file electronically
with the SEC. The Table of Contents of the SAI is on Page 53 of this
prospectus. For a free copy of the SAI, call us at (800) 343-8496, visit our
website at WWW.METLIFEINVESTORS.COM, or write to us at: 22 Corporate Plaza
Drive, Newport Beach, CA 92660-7901.
The contracts:
o are not bank deposits
o are not FDIC insured
o are not insured by any federal government agency
o are not guaranteed by any bank or credit union
o may be subject to loss of principal
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
November 1, 2005
2
TABLE OF CONTENTS PAGE
PAGE
[Download Table]
INDEX OF SPECIAL TERMS ................................. 4
HIGHLIGHTS ............................................. 5
FEE TABLES AND EXAMPLES ................................ 7
1. THE ANNUITY CONTRACT ................................ 15
Market Timing ..................................... 15
2. PURCHASE ............................................ 15
Purchase Payments ................................. 15
Termination for Low Account Value ................. 16
Allocation of Purchase Payments ................... 16
Purchase Payment Credit - 3C ..................... 17
Free Look ......................................... 17
Accumulation Units ................................ 17
Account Value ..................................... 18
Replacement of Contracts .......................... 18
3. INVESTMENT OPTIONS .................................. 18
Transfers ......................................... 20
Dollar Cost Averaging Programs .................... 22
Three Month Market Entry Program .................. 24
Automatic Rebalancing Program ..................... 24
Description of the MetLife Asset Allocation
Program ......................................... 24
Voting Rights ..................................... 25
Substitution of Investment Options ................ 25
4. EXPENSES ............................................ 25
Product Charges ................................... 25
Account Fee ....................................... 26
Guaranteed Minimum Income
Benefit - Rider Charge .......................... 26
Guaranteed Withdrawal Benefit - Rider Charge ...... 26
Guaranteed Minimum Accumulation Benefit -
Rider Charge .................................... 26
Withdrawal Charge ................................. 27
Reduction or Elimination of the Withdrawal
Charge .......................................... 27
Premium and Other Taxes ........................... 28
Transfer Fee ...................................... 28
Income Taxes ...................................... 28
Investment Portfolio Expenses ..................... 28
5. ANNUITY PAYMENTS
(THE INCOME PHASE) ................................ 29
Annuity Date ...................................... 29
Annuity Payments .................................. 29
Annuity Options ................................... 29
Guaranteed Minimum Income Benefit ................. 30
Description of GMIB II ............................ 31
Description of GMIB Plus .......................... 33
GMIB and Qualified Contracts ...................... 34
[Download Table]
6. ACCESS TO YOUR MONEY ................................ 34
Systematic Withdrawal Program ..................... 35
Suspension of Payments or Transfers ............... 35
7. LIVING BENEFITS ..................................... 35
Guaranteed Withdrawal Benefit ..................... 35
Description of GWB II ............................. 36
Description of GWB III ............................ 39
Guaranteed Minimum Accumulation Benefit ........... 40
8. PERFORMANCE ......................................... 41
9. DEATH BENEFIT ....................................... 42
Upon Your Death ................................... 42
Standard Death Benefit - Principal Protection ..... 42
Optional Death Benefit - Annual Step-Up ........... 42
Optional Death Benefit - Compounded-Plus .......... 43
Additional Death Benefit - Earnings Preservation
Benefit ......................................... 43
General Death Benefit Provisions .................. 44
Spousal Continuation .............................. 45
Death of the Annuitant ............................ 45
Controlled Payout ................................. 45
10. FEDERAL INCOME TAX STATUS .......................... 45
Taxation of Non-Qualified Contracts ............... 45
Taxation of Qualified Contracts ................... 47
Foreign Tax Credits ............................... 50
Possible Tax Law Changes .......................... 50
11. OTHER INFORMATION .................................. 50
MetLife Investors USA ............................. 50
The Separate Account .............................. 50
Distributor ....................................... 50
Selling Firms ..................................... 51
Requests and Elections ............................ 52
Ownership ......................................... 53
Legal Proceedings ................................. 53
Financial Statements .............................. 53
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION ................................. 53
APPENDIX A ............................................. A-1
Participating Investment Portfolios ............... A-1
APPENDIX B ............................................. B-1
EDCA Examples with Multiple Purchase Payments...... B-1
APPENDIX C ............................................. C-1
Guaranteed Minimum Income Benefit Examples ........ C-1
APPENDIX D ............................................. D-1
Guaranteed Withdrawal Benefit II Examples ......... D-1
3
INDEX OF SPECIAL TERMS
Because of the complex nature of the contract, we have used certain words or
terms in this prospectus which may need an explanation. We have identified the
following as some of these words or terms. The page that is indicated here is
where we believe you will find the best explanation for the word or term. These
words and terms are in italics on the indicated page.
PAGE
Account Value..............................................................18
Accumulation Phase.........................................................15
Accumulation Unit..........................................................17
Annuitant..................................................................53
Annuity Date...............................................................29
Annuity Options............................................................29
Annuity Payments...........................................................29
Annuity Units..............................................................29
Beneficiary................................................................53
Benefit Base...............................................................36
Business Day...............................................................16
Fixed Account..............................................................15
Guaranteed Accumulation Amount.............................................40
Guaranteed Principal Option................................................33
Guaranteed Withdrawal Amount...............................................37
Income Base................................................................31
Income Phase...............................................................15
Investment Portfolios......................................................18
Joint Owners...............................................................53
Owner......................................................................53
Purchase Payment Credit....................................................17
Purchase Payment...........................................................15
Separate Account...........................................................50
4
HIGHLIGHTS
The variable annuity contract that we are offering is a contract between you,
the owner, and us, the insurance company, where you agree to make at least one
purchase payment to us and we agree to make a series of annuity payments at a
later date. The contract has a maximum issue age and you should consult with
your registered representative. The contract provides a means for investing on
a tax-deferred basis in our fixed account and the investment portfolios. The
contract is intended for retirement savings or other long-term investment
purposes. When you purchase the contract, you can choose an optional death
benefit and fixed and variable income options. You can also select a guaranteed
minimum income benefit ("GMIB"), a guaranteed withdrawal benefit ("GWB") or the
guaranteed minimum accumulation benefit ("GMAB").
The contracts are available to prospective owners who are age 80 or younger.
There are three Classes of the contract - USA 3A, USA 3B and USA 3C. Each class
is described in this prospectus.
In the case of USA 3C we will add a Purchase Payment Credit to your account
value with respect to your initial puchase payment and any subsequent purchase
payment received by us on or before the contract anniversary immediately prior
to your 81st birthday. The amount of the credit is 5% if you are age 69 or less
at the time the purchase payment is made, and 4% if you are age 70 to 80. The
expenses for a contract with a Purchase Payment Credit may be higher than
expenses for a contract without a credit. The amount of the Purchase Payment
Credit may be higher than expenses for a contract without a credit. The amount
of the Purchase Payment Credit may be more than offset by the fees and charges
associated with the credit. A portion of certain charges (the mortality and
expense charge and the withdrawal charge) assessed under the contract are used
to fund the credit.
The contract, like all deferred annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase,
earnings accumulate on a tax-deferred basis and are taxed as income when you
make a withdrawal. If you make a withdrawal during the accumulation phase, we
may assess a withdrawal charge of up to % for USA 3A, up to % for the USA 3B,
and up to % for USA 3C. The income phase occurs when you or a designated payee
begin receiving regular annuity payments from your contract. You and the
annuitant (the person on whose life we base annuity payments) do not have to be
the same, unless you purchase a tax qualified contract or elect a GMIB. (See
"Annuity Payments (the Income Phase) - Guaranteed Minimum Income Benefit.")
You can have annuity payments made on a variable basis, a fixed basis, or a
combination of both. If you choose variable annuity payments, the amount of the
variable annuity payments will depend upon the investment performance of the
investment portfolio(s) you select for the income phase. If you choose fixed
annuity payments, the amount of each payment will not change during the income
phase.
TAX DEFERRAL AND QUALIFIED PLANS. The contracts are offered for individuals and
some tax qualified and non-tax qualified retirement plans. For any tax
qualified account (e.g., an IRA, 401 plan or 403(b) plan), the tax deferred
accrual feature is provided by the tax qualified retirement plan. Therefore,
there should be reasons other than tax deferral for acquiring the contract
within a qualified plan. (See "Federal Income Tax Status.")
STATE VARIATIONS. Contracts issued in your state may provide different features
and benefits from, and impose different costs than, those described in this
prospectus. This prospectus provides a general description of the contracts.
Your actual contract and any endorsements are the controlling documents. If you
would like to review a copy of the contract and endorsements, contact our
Annuity Service Center.
FREE LOOK. You may cancel the contract within 10 days after receiving it. For
USA 3A and USA 3B you will receive whatever your contract is worth on the day
that we receive your request and we will not deduct a withdrawal charge. For
USA 3C, we will return the account value less the adjusted Purchase Payment
Credit. The adjusted Purchase Payment Credit is equal to the lesser of: (1) the
portion of the account value that is attributable to the Purchase Payment
Credit; or (2) the total of the Purchase Payment Credit(s). This means that you
receive any investment gain on the Purchase Payment Credit(s) and MetLife
Investors USA bears any loss. The amount you receive may be more or less than
your payment depending upon the performance of the investment portfolios. You
bear the risk of any decline in account value. We do not refund any charges or
deductions assessed during the free look period.
5
TAX PENALTY. The earnings in your contract are not taxed until you take money
out of your contract. If you take money out of a non-qualified contract during
the accumulation phase, for tax purposes any earnings are deemed to come out
first. If you are younger than 591/2 when you take money out, you may be
charged a 10% federal tax penalty on those earnings. Payments during the income
phase are considered partly a return of your original investment until your
investment is returned.
NON-NATURAL PERSONS AS OWNERS. If the owner of a non-qualified annuity contract
is not a natural person (e.g., a corporation, partnership or certain trusts),
gains under the contract are generally not eligible for tax deferral. USA 3B is
not available to corporate owners.
INQUIRIES. If you need more information, please contact our Annuity Service
Center at:
MetLife Investors Distribution Company
P.O. Box 10366
Des Moines, Iowa 50306-0366
(800) 343-8496
ELECTRONIC DELIVERY. As an owner you may elect to receive electronic delivery
of current prospectuses related to this contract, prospectuses and annual and
semi-annual reports for the investment portfolios and other contract related
documents.
Contact us at WWW.METLIFEINVESTORS.COM for more information and to enroll.
6
FEE TABLES AND EXAMPLES
THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU WILL PAY WHEN
BUYING, OWNING, AND SURRENDERING THE CONTRACT. THE FIRST TABLE DESCRIBES THE
FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME THAT YOU BUY THE CONTRACT,
SURRENDER THE CONTRACT, OR TRANSFER CASH VALUE BETWEEN INVESTMENT OPTIONS.
STATE PREMIUM TAXES MAY ALSO BE DEDUCTED.
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OWNER TRANSACTION EXPENSES TABLE
[Download Table]
WITHDRAWAL CHARGE (Note 1) %
(as a percentage of purchase
payments)
TRANSFER FEE (Note 2) $0 (First 12 per year)
$ (Thereafter)
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Note 1. If an amount withdrawn is determined to include the withdrawal of prior
purchase payments, a withdrawal charge may be assessed. Withdrawal charges are
calculated in accordance with the following. (See "Expenses -
Withdrawal Charge.")
USA 3A
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------- ------------------------
USA 3B
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------- ------------------------
USA 3C
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------- ------------------------
Note 2. There is no charge for the first 12 transfers in a contract year;
thereafter the fee is $ per transfer. MetLife Investors USA is currently
waiving the transfer fee, but reserves the right to charge the fee in the
future.
THE NEXT TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY
DURING THE TIME THAT YOU OWN THE CONTRACT, NOT INCLUDING INVESTMENT PORTFOLIO
FEES AND EXPENSES.
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PERIODIC FEES AND EXPENSES TABLE*
[Download Table]
ACCOUNT FEE (Note 1) USA 3A
and USA 3B
$
USA 3C
$
GUARANTEED MINIMUM
INCOME BENEFIT (GMIB PLUS,
AND GMIB II)
RIDER CHARGE
GMIB Plus % of Income
Prior to Optional Base (Note 2)
Reset
GMIB Plus % of Income
Upon Optional Base (Note 2)
Reset (maximum)
GMIB II % of Income
Base (Note 2)
GUARANTEED WITHDRAWAL
BENEFIT (GWB II AND GWB
III)
RIDER CHARGE
7
[Download Table]
GWB II % of the
Prior to Optional Guaranteed
Reset Withdrawal Amount
(Note 3)
GWB II % of the
Upon Optional Guaranteed
Reset (maximum) Withdrawal Amount
(Note 3)
GWB III % of the
Guaranteed
Withdrawal Amount
(Note 3)
GUARANTEED MINIMUM % of the
ACCUMULATION BENEFIT RIDER Guaranteed
CHARGE PRIOR TO Accumulation
OPTIONAL RESET Amount
(Note 4)
GUARANTEED MINIMUM % of the
ACCUMULATION BENEFIT Guaranteed
RIDER CHARGE UPON Accumulation
OPTIONAL RESET (MAXIMUM) Amount
(Note 4)
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Note 1. The Account Fee is charged on the last day of each contract year if
account value is less than $ ($ for USA 3C).
Note 2. See "Annuity Payments (The Income Phase) -
Guaranteed Minimum Income Benefit" for a definition of the term Income Base.
Note 3. See "Living Benefits - Guaranteed Withdrawal Benefit" for a definition
of the term Guaranteed Withdrawal Amount.
Note 4. See "Living Benefits - Guaranteed Minimum Accumulation Benefit" for a
definition of the term Guaranteed Accumulation Amount.
* Certain periodic fees and expenses may not apply during the income phase of
the contract. (See "Expenses.")
SEPARATE ACCOUNT ANNUAL EXPENSES
(referred to as Separate Account Product Charges)
(as a percentage of average account value in the Separate Account)
[Download Table]
USA 3A
------------------------------------------------
Mortality and Expense Charge %
Administration Charge %
--
Total Separate Account Annual Expenses %
USA 3B
------------------------------------------------
Mortality and Expense Charge %
Administration Charge %
--
Total Separate Account Annual Expenses %
USA 3C
------------------------------------------------
Mortality and Expense Charge %
Administration Charge %
--
Total Separate Account Annual Expenses %
Death Benefit Rider Charges (Optional)
(as a percentage of average account value in
the Separate Account)
Optional Death Benefit - Annual Step-Up %
Optional Death Benefit - Compounded-Plus %
Additional Death Benefit - Earnings
Preservation Benefit %
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8
THE NEXT TABLE SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES CHARGED
BY THE INVESTMENT PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT
YOU OWN THE CONTRACT. MORE DETAIL CONCERNING EACH INVESTMENT PORTFOLIO'S FEES
AND EXPENSES IS CONTAINED IN THE PROSPECTUSES FOR THE INVESTMENT PORTFOLIOS AND
IN THE FOLLOWING TABLES.
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[Download Table]
Total Annual Portfolio Minimum Maximum
---- ----
Expenses (expenses that are 0.55% 1.39%
deducted from investment
portfolio assets, including
management fees, 12b-1/service
fees, and other expenses)**
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**These expenses include the estimated total annual operating expenses of the
MetLife asset allocation portfolios, as well as the weighted average of the
underlying investment portfolios (before applicable expense limitations)
according to the allocation targets in place as of May 1, 2005.
FOR INFORMATION CONCERNING COMPENSATION PAID FOR THE SALE OF THE CONTRACTS, SEE
"OTHER INFORMATION - DISTRIBUTOR."
9
INVESTMENT PORTFOLIO EXPENSES
(as a percentage of the average daily net assets of an investment portfolio)
The following table is a summary. For more complete information on investment
portfolio fees and expenses, please refer to the prospectus for each investment
portfolio.
[Enlarge/Download Table]
MANAGEMENT 12B-1/SERVICE
FEES FEES
------------ ---------------
MET INVESTORS SERIES TRUST
Met/AIM Mid Cap Core Equity Portfolio(1) 0.73% 0.25%
Met/AIM Small Cap Growth Portfolio(1) 0.90% 0.25%
Goldman Sachs Mid-Cap Value Portfolio 0.75% 0.25%
Harris Oakmark International Portfolio(1) 0.84% 0.25%
Janus Aggressive Growth Portfolio(1) 0.68% 0.25%
Lord Abbett Bond Debenture Portfolio 0.52% 0.25%
Lord Abbett Growth and Income Portfolio(1) 0.52% 0.25%
MFS (Reg. TM) Research International Portfolio(1) 0.77% 0.25%
Neuberger Berman Real Estate Portfolio 0.70% 0.25%
Oppenheimer Capital Appreciation 0.60% 0.25%
Portfolio(1)
PIMCO Inflation Protected Bond Portfolio 0.50% 0.25%
PIMCO Total Return Portfolio 0.50% 0.25%
RCM Global Technology Portfolio 0.90% 0.25%
T. Rowe Price Mid-Cap Growth Portfolio(1) 0.75% 0.25%
Third Avenue Small Cap Value Portfolio 0.75% 0.25%
Turner Mid-Cap Growth Portfolio 0.80% 0.25%
Van Kampen Comstock Portfolio(2) 0.65% 0.25%
METROPOLITAN SERIES FUND, INC.
BlackRock Money Market Portfolio 0.35% 0.25%
Davis Venture Value Portfolio 0.72% 0.15%
Harris Oakmark Focused Value Portfolio 0.73% 0.25%
Jennison Growth Portfolio 0.65% 0.25%
MetLife Stock Index Portfolio 0.25% 0.25%
Salomon Brothers U.S. Government Portfolio 0.55% 0.25%
NET
TOTAL CONTRACTUAL TOTAL
ANNUAL EXPENSE ANNUAL
OTHER PORTFOLIO SUBSIDY PORTFOLIO
EXPENSES(1) EXPENSES OR DEFERRAL EXPENSE
------------- ----------- ------------- ----------
MET INVESTORS SERIES TRUST
Met/AIM Mid Cap Core Equity Portfolio(1) 0.10% 1.08% 0.00% 1.08%
Met/AIM Small Cap Growth Portfolio(1) 0.14% 1.29% 0.00% 1.29%
Goldman Sachs Mid-Cap Value Portfolio 0.14% 1.14% 0.00% 1.14%
Harris Oakmark International Portfolio(1) 0.14% 1.23% 0.00% 1.23%
Janus Aggressive Growth Portfolio(1) 0.14% 1.07% 0.00% 1.07%
Lord Abbett Bond Debenture Portfolio 0.06% 0.83% 0.00% 0.83%
Lord Abbett Growth and Income Portfolio(1) 0.05% 0.82% 0.00% 0.82%
MFS (Reg. TM) Research International Portfolio(1) 0.30% 1.32% 0.07% 1.25%
Neuberger Berman Real Estate Portfolio 0.03% 0.98% 0.00% 0.98%
Oppenheimer Capital Appreciation 0.10% 0.95% 0.00% 0.95%
Portfolio(1)
PIMCO Inflation Protected Bond Portfolio 0.06% 0.81% 0.00% 0.81%
PIMCO Total Return Portfolio 0.06% 0.81% 0.00% 0.81%
RCM Global Technology Portfolio 0.01% 1.16% 0.00% 1.16%
T. Rowe Price Mid-Cap Growth Portfolio(1) 0.16% 1.16% 0.01% 1.15%
Third Avenue Small Cap Value Portfolio 0.07% 1.07% 0.00% 1.07%
Turner Mid-Cap Growth Portfolio 0.05% 1.10% 0.00% 1.10%
Van Kampen Comstock Portfolio(2) 0.13% 1.03% 0.00% 1.03%
METROPOLITAN SERIES FUND, INC.
BlackRock Money Market Portfolio 0.07% 0.67% 0.01% 0.66%
Davis Venture Value Portfolio 0.06% 0.93% 0.00% 0.93%
Harris Oakmark Focused Value Portfolio 0.05% 1.03% 0.00% 1.03%
Jennison Growth Portfolio 0.06% 0.96% 0.00% 0.96%
MetLife Stock Index Portfolio 0.05% 0.55% 0.01% 0.54%
Salomon Brothers U.S. Government Portfolio 0.09% 0.89% 0.00% 0.89%
[Enlarge/Download Table]
MANAGEMENT 12B-1/SERVICE OTHER
FEES FEES EXPENSES(1)
------------ --------------- -------------
MET INVESTORS SERIES TRUST - ASSET
ALLOCATION PORTFOLIOS
MetLife Defensive Strategy Portfolio(3) 0.10% 0.25% 0.36%
MetLife Moderate Strategy Portfolio(3) 0.10% 0.25% 0.10%
MetLife Balanced Strategy Portfolio(3) 0.08% 0.25% 0.03%
MetLife Growth Strategy Portfolio(3) 0.08% 0.25% 0.04%
MetLife Aggressive Strategy Portfolio(3) 0.10% 0.25% 0.17%
NET TOTAL
ANNUAL
PORTFOLIO
EXPENSES
NET INCLUDING
TOTAL CONTRACTUAL TOTAL ESTIMATED
ANNUAL EXPENSE ANNUAL EXPENSES OF
PORTFOLIO SUBSIDY PORTFOLIO UNDERLYING
EXPENSES OR DEFERRAL EXPENSE PORTFOLIOS(3)
----------- ------------- ----------- --------------
MET INVESTORS SERIES TRUST - ASSET
ALLOCATION PORTFOLIOS
MetLife Defensive Strategy Portfolio(3) 0.71% 0.36% 0.35% 1.03%
MetLife Moderate Strategy Portfolio(3) 0.45% 0.10% 0.35% 1.06%
MetLife Balanced Strategy Portfolio(3) 0.36% 0.01% 0.35% 1.10%
MetLife Growth Strategy Portfolio(3) 0.37% 0.02% 0.35% 1.15%
MetLife Aggressive Strategy Portfolio(3) 0.52% 0.17% 0.35% 1.18%
10
The Net Total Annual Portfolio Expenses have been restated to reflect
contractual arrangements in effect as of May 1, 2005, under which investment
advisers or managers of investment portfolios have agreed to waive and/or pay
expenses of the portfolios. Each of these arrangements is in effect until at
least April 30, 2006 (excluding optional extensions). Net Total Annual
Portfolio Expenses have not been restated to reflect expense reductions that
certain investment portfolios achieved as a result of directed brokerage
arrangements. The investment portfolios provided the information on their
expenses, and we have not independently verified the information. Unless
otherwise indicated the information provided is for the year ended December 31,
2004.
(1) Other Expenses may include amounts repaid to investment advisers or
managers pursuant to contractual arrangements for prior waivers or
payments of portfolio expenses. The amounts repaid per portfolio are:
0.05% for the Met/AIM Mid Cap Core Equity Portfolio; 0.06% for the Met/AIM
Small Cap Growth Portfolio; 0.01% for the Harris Oakmark International
Portfolio; 0.07% for the Janus Aggressive Growth Portfolio; 0.02% for the
Lord Abbett Growth and Income Portfolio; 0.14% for the MFS (Reg. TM)
Research International Portfolio; 0.04% for the Oppenheimer Capital
Appreciation Portfolio; and 0.09% for the T. Rowe Price Mid-Cap Growth
Portfolio.
(2) Portfolio expenses for this investment portfolio are estimated for the year
ended December 31, 2005.
(3) Total Annual Portfolio Expenses for the MetLife Defensive Strategy
Portfolio, MetLife Moderate Strategy Portfolio, MetLife Balanced Strategy
Portfolio, MetLife Growth Strategy Portfolio and MetLife Aggressive
Strategy Portfolio are annualized based on the months the portfolios were
in operation in 2004. All of the portfolios commenced operations on
November 3, 2004. Because the portfolios invest in other underlying
portfolios, each portfolio also will bear its pro rata portion of the
operating expenses of the underlying investment portfolios in which the
portfolio invests, including the management fee, which is not reflected in
the above table. The estimated expenses of the underlying portfolios
(after applicable expense limitations) according to the allocation targets
-----
in place as of the date of this prospectus are: 0.68% for the MetLife
Defensive Strategy Portfolio; 0.71% for the MetLife Moderate Strategy
Portfolio; 0.75% for the MetLife Balanced Strategy Portfolio; 0.80% for
the MetLife Growth Strategy Portfolio; and 0.83% for the MetLife
Aggressive Strategy Portfolio. The estimated total annual operating
expenses of the portfolios, including the weighted average of the total
operating expenses of the underlying investment portfolios (before
------
applicable expense limitations) according to the allocation targets in
place as of the date of this prospectus are: 1.39% for the MetLife
Defensive Strategy Portfolio; 1.16% for the MetLife Moderate Strategy
Portfolio; 1.11% for the MetLife Balanced Strategy Portfolio; 1.17% for
the MetLife Growth Strategy Portfolio; and 1.35% for the MetLife
Aggressive Strategy Portfolio. Therefore, contract owners may be able to
realize lower aggregate expenses by investing directly in the underlying
investment portfolios instead of the portfolios. A contract owner who
chooses to invest directly in the underlying investment portfolios would
not, however, receive the asset allocation services provided by Met
Investors Advisory, LLC. (See the fund prospectus for a description of the
target allocations.)
11
EXAMPLES
THESE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE
CONTRACT WITH THE COST OF INVESTING IN OTHER VARIABLE ANNUITY CONTRACTS. THESE
COSTS INCLUDE CONTRACT OWNER TRANSACTION EXPENSES, CONTRACT FEES, SEPARATE
ACCOUNT ANNUAL EXPENSES, AND INVESTMENT PORTFOLIO FEES AND EXPENSES.
THE EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE CONTRACT FOR THE TIME
PERIODS INDICATED. THE EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5%
RETURN EACH YEAR AND ASSUME: A) MAXIMUM AND (B) MINIMUM FEES AND EXPENSES OF
ANY OF THE INVESTMENT PORTFOLIOS (BEFORE SUBSIDY AND/OR DEFERRAL). THE WEIGHTED
AVERAGE (BEFORE APPLICABLE EXPENSE LIMITATIONS) OF 1.39% FOR THE METLIFE
DEFENSIVE STRATEGY PORTFOLIO IS USED AS THE INVESTMENT PORTFOLIO WITH THE
MAXIMUM FEES AND EXPENSES IN THE EXAMPLES BELOW. ALTHOUGH YOUR ACTUAL COSTS MAY
BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS, YOUR COSTS WOULD BE:
USA 3A
CHART 1. Chart 1 assumes you select the Compounded-Plus Death Benefit, the
Additional Death Benefit-Earnings Preservation Benefit and the Guaranteed
Minimum Income Benefit ("GMIB Plus") rider, assuming you elect the Optional
Reset of the GMIB Plus and as a result, the GMIB Plus rider charge increases to
the maximum charge permitted on an Optional Reset of %, which is the most
expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
CHART 2. Chart 2 below assumes that you do not select optional death benefit
riders, a Guaranteed Minimum Income Benefit rider, the Guaranteed Minimum
Accumulation Benefit ("GMAB") or a Guaranteed Withdrawal Benefit ("GWB") rider,
which is the least expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
12
USA 3B
CHART 1. Chart 1 assumes you select the Compounded-Plus Death Benefit, the
Additional Death Benefit-Earnings Preservation Benefit and the Guaranteed
Minimum Income Benefit ("GMIB Plus") rider, assuming you elect the Optional
Reset of the GMIB Plus and as a result, the GMIB Plus rider charge increases to
the maximum charge permitted on an Optional Reset of %, which is the most
expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
CHART 2. Chart 2 below assumes that you do not select optional death benefit
riders, a Guaranteed Minimum Income Benefit rider, the Guaranteed Minimum
Accumulation Benefit ("GMAB") or a Guaranteed Withdrawal Benefit ("GWB") rider,
which is the least expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
13
USA 3C
CHART 1. Chart 1 assumes you select the Compounded-Plus Death Benefit, the
Additional Death Benefit-Earnings Preservation Benefit and the Guaranteed
Minimum Income Benefit ("GMIB Plus") rider, assuming you elect the Optional
Reset of the GMIB Plus and as a result, the GMIB Plus rider charge increases to
the maximum charge permitted on an Optional Reset of %, which is the most
expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
CHART 2. Chart 2 below assumes that you do not select optional death benefit
riders, a Guaranteed Minimum Income Benefit rider, the Guaranteed Minimum
Accumulation Benefit ("GMAB") or a Guaranteed Withdrawal Benefit ("GWB") rider,
which is the least expensive way to purchase the contract.
(1) IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
(2) IF YOU DO NOT SURRENDER YOUR CONTRACT OR IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD:
[Download Table]
Time Periods
1 year 3 years 5 years 10 years
-------------- ------------ ------------ ------------
(a)$ (a)$ (a)$ (a)$
(b)$ (b)$ (b)$ (b)$
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.
14
1. THE ANNUITY CONTRACT
This prospectus describes the Variable Annuity Contract offered by us.
The variable annuity contract is a contract between you as the owner, and us,
the insurance company, where we promise to pay an income to you, in the form of
annuity payments, beginning on a designated date that you select. Until you
decide to begin receiving annuity payments, your annuity is in the ACCUMULATION
PHASE. Once you begin receiving annuity payments, your contract switches to the
INCOME PHASE.
The contract benefits from tax deferral. Tax deferral means that you are not
taxed on earnings or appreciation on the assets in your contract until you take
money out of your contract. For any tax qualified account (e.g. an IRA, 401
plan or 403(b) plan), the tax deferred accrual feature is provided by the tax
qualified retirement plan. Therefore, there should be reasons other than tax
deferral for acquiring the contract within a qualified plan. (See "Federal Tax
Status.")
The contract is called a variable annuity because you can choose among the
investment portfolios and, depending upon market conditions, you can make or
lose money in any of these portfolios. If you select the variable annuity
portion of the contract, the amount of money you are able to accumulate in your
contract during the accumulation phase depends upon the investment performance
of the investment portfolio(s) you select. The amount of the annuity payments
you receive during the income phase from the variable annuity portion of the
contract also depends, in part, upon the investment performance of the
investment portfolio(s) you select for the income phase. We do not guarantee
the investment performance of the variable annuity portion. You bear the full
investment risk for all amounts allocated to the variable annuity portion.
In most states, the contract also contains a FIXED ACCOUNT (contact your
registered representative regarding your state). The fixed account is not
offered by this prospectus. The fixed account offers an interest rate that is
guaranteed by us (the minimum rate on the fixed account is 1.5% but may be
higher in your state). If you select the fixed account, your money will be
placed with our other general account assets, and the amount of money you are
able to accumulate in your contract during the accumulation phase depends upon
the total interest credited to your contract. The fixed account is part of our
general account. Our general account consists of all assets owned by us other
than those in the Separate Account and our other separate accounts. We have
sole discretion over the investment of assets in the general account. If you
select a fixed annuity payment option during the income phase, payments are
made from our general account assets.
The amount of the annuity payments you receive during the income phase from a
fixed annuity payment option of the contract will remain level for the entire
income phase, provided that the payment may increase in the event you make a
transfer from a variable annuity payment option to the fixed annuity payment.
Please see the terms of your actual contract for more detailed information.
As owner of the contract, you exercise all interests and rights under the
contract. You can change the owner at any time by notifying us in writing. The
contract may be owned generally by joint owners (limited to two natural
persons). We provide more information on this under "Other Information."
MARKET TIMING
We have policies and procedures that attempt to detect transfer activity that
may adversely affect other owners or investment portfolio shareholders in
situations where there is potential for pricing inefficiencies or that involve
certain other types of disruptive trading activity (I.E., market timing). We
employ various means to try to detect such transfer activity, such as
periodically examining the frequency and size of transfers into and out of
particular investment portfolios made by owners within given periods of time
and/or investigating transfer activity identified by the investment portfolios
on a case-by-case basis. We may revise these policies and procedures in our
sole discretion at any time without prior notice.
Our market timing policies and procedures are discussed in more detail in
"Investment Options - Transfers - Market Timing."
2. PURCHASE
The contracts are available only to prospective owners who are age 80 or
younger.
PURCHASE PAYMENTS
A PURCHASE PAYMENT is the money you give us to invest in the contract. The
initial purchase payment is due on the date the contract is issued. Subject to
the minimum and
15
maximum payment requirements (see below), you may make additional purchase
payments.
o The minimum initial purchase payment we will accept is : USA 3A, $5,000 for
non-qualified contracts (unless you have elected an electronic funds
transfer program approved by us, in which case the minimum initial
purchase payment for a non-qualified contract is $500) and $2,000 for
qualified contracts; USA 3B and USA 3C, $10,000.
o If you want to make an initial purchase payment of $1 million or more, or an
additional purchase payment that would cause your total purchase payments
to exceed $1 million, you will need our prior approval.
o You can make additional purchase payments of $500 or more to either type of
contract (qualified and non-qualified) unless you have elected an
electronic funds transfer program approved by us, in which case the
minimum additional purchase payment is $100 per month.
o We will accept a different amount if required by federal tax law.
We reserve the right to reject any application or purchase payment and to limit
future purchase payments.
TERMINATION FOR LOW ACCOUNT VALUE
We may terminate your contract by paying you the account value in one sum if,
prior to the annuity date, you do not make purchase payments for two
consecutive contract years, the total amount of purchase payments made, less
any partial withdrawals, is less than $2,000 or any lower amount required by
federal tax laws, and the account value on or after the end of such two year
period is less than $2,000.
ALLOCATION OF PURCHASE PAYMENTS
When you purchase a contract, we will allocate your purchase payment to the
fixed account and/or any of the investment portfolios you have selected. You
may not choose more than 18 investment portfolios (including the fixed account)
at the time your initial purchase payment is allocated. Each allocation must be
at least $500 and must be in whole numbers.
We have reserved the right to restrict payments to the fixed account if any of
the following conditions exist:
o the credited interest rate on the fixed account is equal to the guaranteed
minimum rate; or
o your account value in the fixed account equals or exceeds our published
maximum for fixed account allocation (currently, there is no limit); or
o a transfer was made out of the fixed account within the previous 180 days.
If you make additional purchase payments, we will allocate them in the same way
as your first purchase payment unless you tell us otherwise. However, if you
make an additional purchase payment and you have an Enhanced Dollar Cost
Averaging ("EDCA") or Dollar Cost Averaging ("DCA") program in effect, we will
allocate your additional payments to the investment portfolios selected under
the EDCA or DCA program unless you tell us otherwise. (See "Dollar Cost
Averaging Programs.") You may change your allocation instructions at any time
by notifying us in writing, by calling us or by Internet. You may not choose
more than 18 investment portfolios (including the fixed account) at the time
you submit a subsequent purchase payment. If you wish to allocate the payment
to more than 18 investment portfolios (including the fixed account), you must
notify us of your chosen allocation one or more days prior to submitting the
payment. If there are joint owners, unless we are instructed to the contrary,
we will accept allocation instructions from either joint owner.
If you choose the Guaranteed Minimum Income Benefit Plus rider, we will require
you to allocate your purchase payments and account value among the Asset
Allocation Program portfolios (you may participate in the EDCA program, subject
to restrictions) until the rider terminates. The MetLife Aggressive Strategy
Portfolio is not available for this purpose. If you choose the Guaranteed
Minimum Accumulation Benefit rider, we will require you to allocate all of your
purchase payments and account value to one of the Asset Allocation Program
portfolios (you may participate in the EDCA program, subject to restrictions)
until the rider terminates. The MetLife Aggressive Strategy Portfolio is not
available for this purpose.
Once we receive your purchase payment and the necessary information, we will
issue your contract and allocate your first purchase payment within 2 business
days. A BUSINESS DAY is each day that the New York Stock Exchange is open for
business. A business day closes at the close of normal trading on the New York
Stock Exchange, usually 4:00 p.m. Eastern Time. If you do not give us all of
the information we need, we will contact you to get it before we make any
allocation. If for some reason we are unable
16
to complete this process within 5 business days, we will either send back your
money or get your permission to keep it until we get all of the necessary
information. (See "Other Information - Requests and Elections.")
PURCHASE PAYMENT CREDIT - 3C
Your 3C account value will be credited with an additional amount (PURCHASE
PAYMENT CREDIT) with respect to your initial purchase payment and each
subsequent purchase payment received by us on or before the contract
anniversary immediately prior to your 81st birthday (if joint owners are named,
the age of the oldest owner will apply and if a non-natural person owns the
contract, then the annuitant's age will apply).
The amount of the 3C Purchase Payment Credit in the first contract year is 5%
if you are age 69 or less at issue of the contract, and 4% if you are age 70-80
at issue. After the first contract year, the amount of the Purchase Payment
Credit depends on your age at the time of the purchase payment and is 5% if you
are age 69 or less and 4% if you are age 70-80.
If you exercise the free-look provision under 3C, MetLife Investors USA will
take back the Purchase Payment Credit(s) as described below.
Each Purchase Payment Credit will be allocated to the contract in the same
proportion as the applicable purchase payment. All Purchase Payment Credits are
treated as earnings under the contract (e.g. for purposes of caculating
withdrawal charges).
FREE LOOK
If you change your mind about owning this contract, you can cancel it within 10
days after receiving it. We ask that you submit your request to cancel in
writing, signed by you, to our Annuity Service Center. When you cancel the
contract within this "free look" period, we will not assess a withdrawal
charge. You will receive back whatever your contract is worth on the day we
receive your request. This may be more or less than your payment depending upon
the performance of the portfolios you allocated your purchase payments to
during the free look period. This means you bear the risk of any decline in the
value of your contract during the free look period. We do not refund any
charges or deductions assessed during the free look period. Unless otherwise
required by state law, we will return the account value.
In the case of USA 3C, we will return the account value less the adjusted
Purchase Payment Credits. The adjusted Purchase Payment Credits are equal to
the lesser of: (1) the portion of the account value that is attributable to the
Purchase Payment Credits, or (2) the total of Purchase Payment Credit(s). This
means that you receive any investment gain on the Purchase Payment Credit(s)
and First MetLife Investors bears any loss. In certain states, we are required
to give you back your purchase payment if you decide to cancel your contract
during the free look period.
ACCUMULATION UNITS
The portion of your account value allocated to the Separate Account will go up
or down depending upon the investment performance of the investment
portfolio(s) you choose. In order to keep track of this portion of your account
value, we use a unit of measure we call an ACCUMULATION UNIT. (An accumulation
unit works like a share of a mutual fund.)
Every business day we determine the value of an accumulation unit for each of
the investment portfolios by multiplying the accumulation unit value for the
immediately preceding business day by a factor for the current business day.
The factor is determined by:
1) dividing the net asset value per share of the investment portfolio at the
end of the current business day, plus any dividend or capital gains per
share declared on behalf of the investment portfolio as of that day, by
the net asset value per share of the investment portfolio for the previous
business day, and
2) multiplying it by one minus the Separate Account product charges
(including any death benefit rider charge) for each day since the last
business day and any charges for taxes.
The value of an accumulation unit may go up or down from day to day.
When you make a purchase payment, we credit your contract with accumulation
units. The number of accumulation units credited is determined by dividing the
amount of the purchase payment allocated to an investment portfolio by the
value of the accumulation unit for that investment portfolio.
We calculate the value of an accumulation unit for each investment portfolio
after the New York Stock Exchange closes each day (generally 4:00 p.m. Eastern
Time) and then credit your contract.
EXAMPLES:
USA 3A and USA 3B:
17
On Monday we receive an additional purchase payment of $5,000 from you
before 4:00 p.m. Eastern Time. You have told us you want this to go to the
Lord Abbett Growth and Income Portfolio. When the New York Stock Exchange
closes on that Monday, we determine that the value of an accumulation unit
for the Lord Abbett Growth and Income Portfolio is $13.90. We then divide
$5,000 by $13.90 and credit your contract on Monday night with 359.71
accumulation units for the Lord Abbett Growth and Income Portfolio.
USA 3C
On Monday we receive an additional purchase payment of $5,000 from you
before 4:00 p.m. Eastern Time. We add an additional $200 to your contract
as a Purchase Payment Credit. You have told us you want this to go to the
Lord Abbett Growth and Income Portfolio. When the New York Stock Exchange
closes on that Monday, we determine that the value of an accumulation unit
for the Lord Abbett Growth and Income Portfolio is $12.50. We then divide
$5,200 by $12.50 and credit your contract on Monday night with 416
accumulation units for the Lord Abbett Growth and Income Portfolio.
ACCOUNT VALUE
ACCOUNT VALUE is equal to the sum of your interests in the investment
portfolios and the fixed account. Your interest in each investment portfolio is
determined by multiplying the number of accumulation units for that portfolio
by the value of the accumulation unit.
REPLACEMENT OF CONTRACTS
Generally you can exchange one variable annuity contract for another in a
tax-free exchange under Section 1035 of the Internal Revenue Code. Before
making an exchange, you should compare both annuities carefully. Remember that
if you exchange another annuity for the one described in this prospectus, you
might have to pay a surrender charge on your old annuity, and there will be a
new surrender charge period for this contract and other charges may be higher
(or lower) and the benefits may be different. Also, because we will not issue
the contract until we have received the initial premium from your existing
insurance company, the issuance of the contract may be delayed. Generally, it
is not advisable to purchase a contract as a replacement for an existing
variable annuity contract. Before you exchange another annuity for our
contract, ask your account representative whether the exchange would be
advantageous, given the contract features, benefits and charges.
3. INVESTMENT OPTIONS
The contract offers 28 INVESTMENT PORTFOLIOS which are listed below. Additional
investment portfolios may be available in the future.
YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY. COPIES OF THESE
PROSPECTUSES WILL ACCOMPANY OR PRECEDE THE DELIVERY OF YOUR CONTRACT. YOU CAN
OBTAIN COPIES OF THE FUND PROSPECTUSES BY CALLING OR WRITING TO US AT: METLIFE
INVESTORS USA INSURANCE COMPANY, ANNUITY SERVICE OFFICE, P.O. BOX 10366, DES
MOINES, IOWA 50306-0366, (800) 343-8496. YOU CAN ALSO OBTAIN INFORMATION ABOUT
THE FUNDS (INCLUDING A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION) BY
ACCESSING THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://
WWW.SEC.GOV. CERTAIN INVESTMENT PORTFOLIOS DESCRIBED IN THE FUND PROSPECTUSES
MAY NOT BE AVAILABLE WITH YOUR CONTRACT. APPENDIX A CONTAINS A SUMMARY OF
ADVISERS AND SUBADVISERS, AND INVESTMENT OBJECTIVES AND STRATEGIES FOR EACH
INVESTMENT PORTFOLIO.
The investment objectives and policies of certain of the investment portfolios
may be similar to the investment objectives and policies of other mutual funds
that certain of the portfolios' investment advisers manage. Although the
objectives and policies may be similar, the investment results of the
investment portfolios may be higher or lower than the results of such other
mutual funds. The investment advisers cannot guarantee, and make no
representation, that the investment results of similar funds will be comparable
even though the funds have the same investment advisers.
An investment portfolio's performance may be affected by risks specific to
certain types of investments, such as foreign securities, derivative
investments, non-investment grade debt securities, initial public offerings
(IPOs) or companies with relatively small market capitalizations. IPOs and
other investment techniques may have a magnified performance impact on an
investment portfolio with a small asset base. An investment portfolio may not
experience similar performance as its assets grow.
Shares of the investment portfolios may be offered to insurance company
separate accounts of both variable annuity and variable life insurance
contracts and to qualified plans. Due to differences in tax treatment and
18
other considerations, the interests of various owners participating in, and the
interests of qualified plans investing in the investment portfolios may
conflict. The investment portfolios will monitor events in order to identify
the existence of any material irreconcilable conflicts and determine what
action, if any, should be taken in response to any such conflict.
CERTAIN PAYMENTS WE RECEIVE WITH REGARD TO THE INVESTMENT PORTFOLIOS. We do not
receive compensation from any of the advisers or subadvisers of any of the
investment portfolios of the Met Investors Series Trust or Metropolitan Series
Fund, Inc. (or their affiliates) for administrative or other services relating
to the portfolios, excluding 12b-1 fees (see below). However, we and certain of
our affiliated insurance companies are joint owners of our affiliated
investment advisers, MetLife Advisers, LLC, and Met Investors Advisory, LLC,
which are formed as "limited liability companies." Our ownership interests
entitle us to profit distributions if the adviser makes a profit with respect
to the advisory fees it receives from the investment portfolio. We may benefit
accordingly from assets allocated to the investment portfolios to the extent
they result in profits to the advisers. (See "Fee Tables and Examples -
Investment Portfolio Expenses" for information on the management fees paid by
the investment portfolios and the Statement of Additional Information for the
investment portfolios for information on the management fees paid by the
advisers to the subadvisers.) Additionally, an investment adviser or subadviser
of an investment portfolio or its affiliates may provide us with wholesaling
services that assist in the distribution of the contracts and may pay us and/or
certain affiliates amounts to participate in sales meetings. These amounts may
be significant and may provide the adviser or subadviser (or other affiliate)
with increased access to persons involved in the distribution of the contracts.
Each of the Met Investors Series Trust and Metropolitan Series Fund, Inc. has
adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of
1940. The Distribution Plan is described in more detail in the investment
portfolio's prospectus. (See "Fee Tables and Examples - Investment Portfolio
Expenses" and "Other Information - Distributor.") The payments are deducted
from assets of the investment portfolios and are paid to our distributor,
MetLife Investors Distribution Company. These payments decrease the portfolio's
investment return.
We select the investment portfolios offered through this contract based on
several criteria, including asset class coverage, the strength of the adviser's
or subadviser's reputation and tenure, brand recognition, performance, and the
capability and qualification of each investment firm. Another factor we
consider during the selection process is whether the investment portfolio's
adviser or subadviser is one of our affiliates or whether the investment
portfolio, its adviser, its subadviser(s), or an affiliate will compensate us
or our affiliates for providing certain administrative and other services, as
described above. In some cases, we have included investment portfolios based on
recommendations made by selling firms through which the contract is sold. We
review the investment portfolios periodically and may remove an investment
portfolio or limit its availability to new purchase payments and/or transfers
of account value if we determine that the investment portfolio no longer meets
one or more of the selection criteria, and/or if the investment portfolio has
not attracted significant allocations from owners. We do not provide investment
advice and do not recommend or endorse any particular investment portfolio.
MET INVESTORS SERIES TRUST (CLASS B)
Met Investors Series Trust is a mutual fund with multiple portfolios. Met
Investors Advisory, LLC (Met Investors Advisory), an affiliate of MetLife
Investors USA, is the investment manager of Met Investors Series Trust. Met
Investors Advisory has engaged subadvisers to provide investment advice for the
individual investment portfolios. (See Appendix A for the names of the
subadvisers.) The following Class B portfolios are available under the
contract:
Met/AIM Mid Cap Core Equity Portfolio
Met/AIM Small Cap Growth Portfolio
Goldman Sachs Mid-Cap Value Portfolio
Harris Oakmark International Portfolio
Janus Aggressive Growth Portfolio
Lord Abbett Bond Debenture Portfolio
Lord Abbett Growth and Income Portfolio
MFS (Reg. TM) Research International Portfolio
Neuberger Berman Real Estate Portfolio
Oppenheimer Capital Appreciation Portfolio
PIMCO Inflation Protected Bond Portfolio
PIMCO Total Return Portfolio
RCM Global Technology Portfolio
(formerly PIMCO PEA Innovation Portfolio)
T. Rowe Price Mid-Cap Growth Portfolio
Third Avenue Small Cap Value Portfolio
Turner Mid-Cap Growth Portfolio
Van Kampen Comstock Portfolio
19
METROPOLITAN SERIES FUND, INC. (CLASS B OR CLASS E, AS NOTED)
Metropolitan Series Fund, Inc. is a mutual fund with multiple portfolios.
MetLife Advisers, LLC (MetLife Advisers), an affiliate of MetLife Investors
USA, is the investment adviser to the portfolios. MetLife Advisers has engaged
subadvisers to provide investment advice for the individual investment
portfolios. (See Appendix A for the names of the subadvisers.) The following
Class B or Class E, as noted, portfolios are available under the contract:
BlackRock Money Market Portfolio
Davis Venture Value Portfolio (Class E)
Harris Oakmark Focused Value Portfolio
Jennison Growth Portfolio
MetLife Stock Index Portfolio
Salomon Brothers U.S. Government Portfolio
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PROGRAM (CLASS B)
In addition to the portfolios listed above under Met Investors Series Trust,
the following Class B portfolios are available under the contracts:
MetLife Defensive Strategy Portfolio
MetLife Moderate Strategy Portfolio
MetLife Balanced Strategy Portfolio
MetLife Growth Strategy Portfolio
MetLife Aggressive Strategy Portfolio
TRANSFERS
GENERAL. You can transfer a portion of your account value among the fixed
account and the investment portfolios. The contract provides that you can make
a maximum of 12 transfers every year and that each transfer is made without
charge. We measure a year from the anniversary of the day we issued your
contract. We currently allow unlimited transfers but reserve the right to limit
this in the future. We may also limit transfers in circumstances of market
timing or other transfers we determine are or would be to the disadvantage of
other contract owners. (See "Investment Options - Transfers -
Market Timing.") We are not currently charging a transfer fee, but we reserve
the right to charge such a fee in the future. If such a charge were to be
imposed, it would be $ for each transfer over 12 in a year. The transfer fee
will be deducted from the investment portfolio or fixed account from which the
transfer is made. However, if the entire interest in an account is being
transferred, the transfer fee will be deducted from the amount which is
transferred.
You can make a transfer to or from the fixed account and to or from any
investment portfolio, subject to the limitations below. All transfers made on
the same business day will be treated as one transfer. Transfers received
before the close of trading on the New York Stock Exchange will take effect as
of the end of the business day. The following apply to any transfer:
o Your request for transfer must clearly state which investment portfolio(s)
or the fixed account are involved in the transfer.
o Your request for transfer must clearly state how much the transfer is for.
o The minimum amount you can transfer is $500 from an investment portfolio, or
your entire interest in the investment portfolio, if less (this does not
apply to pre-scheduled transfer programs).
o The minimum amount that may be transferred from the fixed account is $500,
or your entire interest in the fixed account. Transfers out of the fixed
account during the accumulation phase are limited to the greater of: (a)
25% of the fixed account value at the beginning of the contract year, or
(b) the amount transferred out of the fixed account in the prior contract
year.
o You may not make a transfer to more than 18 investment portfolios (including
the fixed account) at any time if the request is made by telephone to our
voice response system or by Internet. A request to transfer to more than
18 investment portfolios (including the fixed account) may be made by
calling or writing our Annuity Service Center.
o If you have elected to add the GMIB Plus rider to your contract, you may
only make transfers between certain investment portfolios. Please refer to
the section "Annuity Payments (The Income Phase) - Description of GMIB
Plus - Allocation Limitations."
o If you have elected to add the Guaranteed Minimum Accumulation Benefit rider
to your contract, you may not transfer out of the Asset Allocation Program
portfolio you chose at issue (except upon an optional reset of the rider)
until the rider terminates. Please refer to the section "Living Benefits -
Guaranteed Minimum Accumulation Benefit."
During the accumulation phase, to the extent permitted by applicable law,
during times of drastic economic or market
20
conditions, we may suspend the transfer privilege temporarily without notice
and treat transfer requests based on their separate components (a redemption
order with simultaneous request for purchase of another investment portfolio).
In such a case, the redemption order would be processed at the source
investment portfolio's next determined accumulation unit value. However, the
purchase of the new investment portfolio would be effective at the next
determined accumulation unit value for the new investment portfolio only after
we receive the proceeds from the source investment portfolio, or we otherwise
receive cash on behalf of the source investment portfolio.
For transfers during the accumulation phase, we have reserved the right to
restrict transfers to the fixed account if any one of the following conditions
exist:
o The credited interest rate is equal to the guaranteed minimum rate;
o Your account value in the fixed account equals or exceeds our published
maximum for fixed account contract values (currently, there is no limit);
or
o A transfer was made out of the fixed account within the previous 180 days.
During the income phase, you cannot make transfers from a fixed annuity payment
option to the investment portfolios. You can, however, make transfers during
the income phase from the investment portfolios to a fixed annuity payment
option and among the investment portfolios.
TRANSFERS BY TELEPHONE OR OTHER MEANS. You may elect to make transfers by
telephone, Internet or other means acceptable to us. To elect this option, you
must first provide us with a notice or agreement in a form that we may require.
If you own the contract with a joint owner, unless we are instructed otherwise,
we will accept instructions from either you or the other owner. (See "Other
Information - Requests and Elections.")
All transfers made on the same day will be treated as one transfer. A transfer
will be made as of the end of the business day when we receive a notice
containing all the required information necessary to process the request. We
will consider telephone and Internet requests received after 4:00 p.m. Eastern
Time to be received the following business day.
PRE-SCHEDULED TRANSFER PROGRAM. There are certain programs that involve
transfers that are pre-scheduled. When a transfer is made as a result of such a
program, we do not count the transfer in determining the applicability of any
transfer fee and certain minimums do not apply. The current pre-scheduled
transfers are made in conjunction with the following: Dollar Cost Averaging,
Three Month Market Entry, and Automatic Rebalancing Programs.
MARKET TIMING. Frequent requests from contract owners to transfer account value
may dilute the value of an investment portfolio's shares if the frequent
trading involves an attempt to take advantage of pricing inefficiencies created
by a lag between a change in the value of the securities held by the portfolio
and the reflection of that change in the portfolio's share price ("arbitrage
trading"). Regardless of the existence of pricing inefficiencies, frequent
transfers may also increase brokerage and administrative costs of the
underlying investment portfolios and may disrupt portfolio management strategy,
requiring a portfolio to maintain a high cash position and possibly resulting
in lost investment opportunities and forced liquidations ("disruptive
trading"). Accordingly, arbitrage trading and disruptive trading activities
(referred to collectively as "market timing") may adversely affect the
long-term performance of the investment portfolios, which may in turn adversely
affect contract owners and other persons who may have an interest in the
contracts (e.g., annuitants and beneficiaries).
We have policies and procedures that attempt to detect and deter frequent
transfers in situations where we determine there is a potential for arbitrage
trading. Currently, we believe that such situations may be presented in the
international, small-cap, and high-yield investment portfolios (i.e., the
Met/AIM Small Cap Growth, Harris Oakmark International, Lord Abbett Bond
Debenture, MFS (Reg. TM) Research International, and Third Avenue Small Cap
Value Portfolios) and we monitor transfer activity in those portfolios (the
"Monitored Portfolios"). We employ various means to monitor transfer activity,
such as examining the frequency and size of transfers into and out of the
Monitored Portfolios within given periods of time. We do not believe that other
investment portfolios present a significant opportunity to engage in arbitrage
trading and therefore do not monitor transfer activity in those portfolios. We
may change the Monitored Portfolios at any time without notice in our sole
discretion. In addition to monitoring transfer activity in certain investment
portfolios, we rely on the underlying investment portfolios to bring any
potential disruptive trading activity they identify to our attention for
investigation on a case-by-case
21
basis. We will also investigate any other harmful transfer activity that we
identify from time to time. We may revise these policies and procedures in our
sole discretion at any time without prior notice.
Our policies and procedures may result in transfer restrictions being applied
to deter market timing. Currently, when we detect transfer activity in the
Monitored Portfolios that exceeds our current transfer limits, or other
transfer activity that we believe may be harmful to other owners or other
persons who have an interest in the contracts, we require all future transfer
requests to or from any Monitored Portfolios or other identified investment
portfolios under that contract to be submitted with an original signature. If
we impose this restriction on your transfer activity, we will reverse upon
discovery any transaction inadvertently processed in contravention of such
restrictions. The account value will not be affected by any gain or loss due to
the transfer and your account value will be the same as if the transfer had not
occurred. You will receive written confirmation of the transactions effecting
such reversal.
The detection and deterrence of harmful transfer activity involves judgments
that are inherently subjective, such as the decision to monitor only those
investment portfolios that we believe are susceptible to market timing. Our
ability to detect such transfer activity may be limited by operational and
technological systems, as well as our ability to predict strategies employed by
owners to avoid such detection. Our ability to restrict such transfer activity
may be limited by provisions of the contract. We do not accommodate market
timing in any investment portfolios and there are no arrangements in place to
permit any contract owner to engage in market timing; we apply our policies and
procedures without exception, waiver, or special arrangement. Accordingly,
there is no assurance that we will prevent all transfer activity that may
adversely affect owners and other persons with interests in the contracts.
The investment portfolios may have adopted their own policies and procedures
with respect to frequent purchases and redemptions of their respective shares.
The prospectuses for the investment portfolios describe any such policies and
procedures, which may be more or less restrictive than the policies and
procedures we have adopted. Contract owners and other persons with interests in
the contracts should be aware that we may not have the contractual obligation
or the operational capacity to apply the frequent trading policies and
procedures of the investment portfolios.
In addition, contract owners and other persons with interests in the contracts
should be aware that some investment portfolios may receive "omnibus" purchase
and redemption orders from other insurance companies or intermediaries such as
retirement plans. The omnibus orders reflect the aggregation and netting of
multiple orders from individual owners of variable insurance contracts and/
or individual retirement plan participants. The omnibus nature of these orders
may limit the investment portfolios in their ability to apply their frequent
trading policies and procedures, and we cannot guarantee that the investment
portfolios (and thus contract owners) will not be harmed by transfer activity
relating to the other insurance companies and/or retirement plans that may
invest in the investment portfolios.
In accordance with applicable law, we reserve the right to modify or terminate
the transfer privilege at any time. We also reserve the right to defer or
restrict the transfer privilege at any time that we are unable to purchase or
redeem shares of any of the investment portfolios, including any refusal or
restriction on purchases or redemptions of their shares as a result of their
own policies and procedures on market timing activities (even if an entire
omnibus order is rejected due to the market timing activity of a single
contract owner). You should read the investment portfolio prospectuses for more
details.
DOLLAR COST AVERAGING PROGRAMS
We offer two dollar cost averaging programs as described below. By allocating
amounts on a regular schedule as opposed to allocating the total amount at one
particular time, you may be less susceptible to the impact of market
fluctuations. You can elect only one dollar cost averaging program at a time.
The dollar cost averaging programs are available only during the accumulation
phase.
We reserve the right to modify, terminate or suspend any of the dollar cost
averaging programs. There is no additional charge for participating in any of
the dollar cost averaging programs. If you participate in any of the dollar
cost averaging programs, the transfers made under the program are not taken
into account in determining any transfer fee. We may, from time to time, offer
other dollar cost
22
averaging programs which have terms different from those described in this
prospectus.
The two dollar cost averaging programs are:
1. STANDARD DOLLAR COST AVERAGING (DCA)
This program allows you to systematically transfer a set amount each month
from the fixed account (new purchase payments only) or from a money market
investment portfolio to any of the other available investment portfolio(s)
you select. We provide certain exceptions from our normal fixed account
restrictions to accommodate dollar cost averaging programs. These
transfers are made on a date you select or, if you do not select a date,
on the date that a purchase payment (including, for USA 3C, Purchase
Payment Credits applied to your contract) or account value is allocated to
the dollar cost averaging program.
You can make subsequent purchase payments while you have an active DCA program
in effect, provided, however, that no amount will be allocated to the DCA
program without your express direction. (See "Purchase Payment -
Allocation of Purchase Payments.") If you make such an addition to your
existing DCA program, the DCA transfer amount will not be increased; however,
the number of months over which transfers are made is increased, unless
otherwise elected in writing. You can terminate the program at any time, at
which point transfers under the program will stop. This program is not
available if you have selected the GMIB Plus rider.
2. ENHANCED DOLLAR COST AVERAGING PROGRAM (EDCA)
The Enhanced Dollar Cost Averaging (EDCA) Program allows you to
systematically transfer amounts from the EDCA account in the general
account to any available investment portfolio(s) you select. Except as
discussed below, only new purchase payments or portions thereof can be
allocated to an EDCA account. The transfer amount will be equal to the
amount allocated to the EDCA account divided by a specified number of
months (currently 6 or 12 months). For example, a $12,000 allocation to a
6-month program will consist of six $2,000 transfers, and a final transfer
of the interest processed separately as a seventh transfer.
You can make subsequent purchase payments while you have an active EDCA account
in effect, provided, however, that no amount will be allocated to the EDCA
account without your express direction. (See "Purchase - Allocation of
Purchase Payments.") When a subsequent purchase payment is allocated by you to
your existing EDCA account we create "buckets" within your EDCA account.
o The EDCA transfer amount will be increased by the subsequent purchase
payment divided by the number of EDCA months (6 or 12 months as you
selected) and thereby accelerates the time period over which transfers are
made.
o Each allocation (bucket) resulting from a subsequent purchase payment will
earn interest at the then current interest rate applied to new allocations
to an EDCA account of the same monthly term.
o Allocations (buckets) resulting from each purchase payment, along with the
interest credited, will be transferred on a first-in, first-out basis.
Using the example above, a subsequent $6,000 allocation to a 6 month EDCA
will increase the EDCA transfer amount from $2,000 to $3,000 ($2,000 plus
$6,000/6). This increase will have the effect of accelerating the rate at
which the 1st payment bucket is exhausted.
(See Appendix B for further examples of EDCA with multiple purchase payments.)
The interest rate earned in an EDCA account will be the minimum guaranteed
rate, plus any additional interest which we may declare from time to time. The
interest rate earned in an EDCA account is paid over time on declining amounts
in the EDCA account. Therefore, the amount of interest payments you receive
will decrease as amounts are systematically transferred from the EDCA account
to any investment portfolio, and the effective interest rate earned will
therefore be less than the declared interest rate.
The first transfer we make under the EDCA program is the date your purchase
payment is allocated to your EDCA account. Subsequent transfers will be made
each month thereafter on the same day. However, transfers will be made on the
1st day of the following month for purchase payments allocated on the 29th,
30th, or 31st day of a month. If such a day is not a business day, the transfer
will take place on the next business day. Transfers will continue on a monthly
basis until all amounts are transferred from your EDCA account. Your EDCA
account will be terminated as of the last transfer.
If you decide you no longer want to participate in the EDCA program, all money
remaining in your EDCA
23
account will be transferred to the investment portfolio(s) in accordance with
the percentages you have chosen for the EDCA program, unless you specify
otherwise.
THREE MONTH MARKET ENTRY PROGRAM
Alternatively, you can participate in the Three Month Market Entry Program
which operates in the same manner as the Enhanced Dollar Cost Averaging
Program, except it is of 3 months duration.
AUTOMATIC REBALANCING PROGRAM
Once your money has been allocated to the investment portfolios, the
performance of each portfolio may cause your allocation to shift. You can
direct us to automatically rebalance your contract to return to your original
percentage allocations by selecting our Automatic Rebalancing Program. You can
tell us whether to rebalance quarterly, semi-annually or annually.
An automatic rebalancing program is intended to transfer account value from
those portfolios that have increased in value to those that have declined or
not increased as much in value. Over time, this method of investing may help
you "buy low and sell high," although there can be no assurance that this
objective will be achieved. Automatic rebalancing does not guarantee profits,
nor does it assure that you will not have losses.
We will measure the rebalancing periods from the anniversary of the date we
issued your contract. If a dollar cost averaging (either DCA or EDCA) program
is in effect, rebalancing allocations will be based on your current EDCA or DCA
allocations. If you are not participating in a dollar cost averaging program,
we will make allocations based upon your current purchase payment allocations,
unless you tell us otherwise.
The Automatic Rebalancing Program is available only during the accumulation
phase. There is no additional charge for participating in the Automatic
Rebalancing Program. If you participate in the Automatic Rebalancing Program,
the transfers made under the program are not taken into account in determining
any transfer fee.
EXAMPLE:
Assume that you want your initial purchase payment split between 2
investment portfolios. You want 40% to be in the Lord Abbett Bond Debenture
Portfolio and 60% to be in the Janus Aggressive Growth Portfolio. Over the
next 21/2 months the bond market does very well while the stock market
performs poorly. At the end of the first quarter, the Lord Abbett Bond
Debenture Portfolio now represents 50% of your holdings because of its
increase in value. If you have chosen to have your holdings rebalanced
quarterly, on the first day of the next quarter, we will sell some of your
units in the Lord Abbett Bond Debenture Portfolio to bring its value back
to 40% and use the money to buy more units in the Janus Aggressive Growth
Portfolio to increase those holdings to 60%.
DESCRIPTION OF THE METLIFE ASSET ALLOCATION PROGRAM
The MetLife Asset Allocation Program consists of the following five MetLife
asset allocation portfolios (Class B), each of which is a portfolio of the Met
Investors Series Trust. Met Investors Advisory, LLC ("Met Investors Advisory"),
an affiliate of ours, is the investment manager of the MetLife asset allocation
portfolios.
METLIFE ASSET ALLOCATION PORTFOLIOS
-----------------------------------
MetLife Defensive Strategy Portfolio
MetLife Moderate Strategy Portfolio
MetLife Balanced Strategy Portfolio
MetLife Growth Strategy Portfolio
MetLife Aggressive Strategy Portfolio
Each portfolio is well diversified and was designed on established principles
of asset allocation and risk tolerance. Each portfolio will invest
substantially all of its assets in the Class A shares of other investment
portfolios of the Met Investors Series Trust or of the Metropolitan Series
Fund, Inc., which invest either in equity securities, fixed income securities
or cash equivalent money market securities, as applicable. Each portfolio has a
target allocation among the three types of asset classes (equity, fixed income
and cash/money market). Met Investors Advisory establishes specific target
investment percentages for the asset classes and the various components of each
asset category and then selects the underlying investment portfolios in which a
portfolio invests based on, among other things, Met Investors Advisory's
investment process, its outlook for the economy, interest rates, financial
markets and historical performance of each underlying investment portfolio
and/or asset class. At least annually, Met Investors Advisory will evaluate
each portfolio's asset allocations among equities, fixed income and cash/money
market securities including the allocation within such asset classes and may
make changes in the target allocations. Approximately every 90 days, the
portfolios will be rebalanced to their previously established target
24
allocations. (See the fund prospectus for a description of the target
allocations.)
Met Investors Advisory has hired an independent consultant to provide research
and consulting services with respect to the periodic asset allocation targets
for each of the portfolios and investment in the underlying investment
portfolios, which may assist Met Investors Advisory in determining the
underlying investment portfolios which may be available for investment and with
the selection of an allocation of each portfolio's investments among the
underlying investment portfolios. Met Investors Advisory is responsible for
paying the consulting fees.
VOTING RIGHTS
We are the legal owner of the investment portfolio shares. However, we believe
that when an investment portfolio solicits proxies in conjunction with a vote
of shareholders, we are required to obtain from you and other affected owners
instructions as to how to vote those shares. When we receive those
instructions, we will vote all of the shares we own in proportion to those
instructions. This will also include any shares that we own on our own behalf.
Should we determine that we are no longer required to comply with the above, we
will vote the shares in our own right.
SUBSTITUTION OF INVESTMENT OPTIONS
If investment in the investment portfolios or a particular investment portfolio
is no longer possible, in our judgment becomes inappropriate for purposes of
the contract, or for any other reason in our sole discretion, we may substitute
another investment portfolio or investment portfolios without your consent. The
substituted investment portfolio may have different fees and expenses.
Substitution may be made with respect to existing investments or the investment
of future purchase payments, or both. However, we will not make such
substitution without any necessary approval of the Securities and Exchange
Commission. Furthermore, we may close investment portfolios to allocation of
purchase payments or account value, or both, at any time in our sole
discretion.
4. EXPENSES
There are charges and other expenses associated with the contract that reduce
the return on your investment in the contract. These charges and expenses are:
PRODUCT CHARGES
SEPARATE ACCOUNT PRODUCT CHARGES. Each day, we make a deduction for our
Separate Account product charges (which consist of the mortality and expense
charge, the administration charge and the charges related to any death benefit
riders). We do this as part of our calculation of the value of the accumulation
units and the annuity units.
MORTALITY AND EXPENSE CHARGE. We assess a daily mortality and expense charge
which is equal, on an annual basis, to the following percentages of the average
daily net asset value of each investment portfolio: % for USA 3A; % for USA 3B;
and % for USA 3C.
This charge compensates us for mortality risks we assume for the annuity
payment and death benefit guarantees made under the contract. These guarantees
include making annuity payments that will not change based on our actual
mortality experience, and providing a guaranteed minimum death benefit under
the contract. The charge also compensates us for expense risks we assume to
cover contract maintenance expenses. These expenses may include issuing
contracts, maintaining records, making and maintaining subaccounts available
under the contract and performing accounting, regulatory compliance, and
reporting functions. This charge also compensates us for costs associated with
the establishment and administration of the contract, including programs like
transfers and dollar cost averaging. If the mortality and expense charge is
inadequate to cover the actual expenses of mortality, maintenance, and
administration, we will bear the loss. If the charge exceeds the actual
expenses, we will add the excess to our profit and it may be used to finance
distribution expenses or for any other purpose.
ADMINISTRATION CHARGE. This charge is equal, on an annual basis, to % of the
average daily net asset value of each investment portfolio. This charge,
together with the account fee (see below), is for the expenses associated with
the administration of the contract. Some of these expenses are: issuing
contracts, maintaining records, providing accounting, valuation, regulatory and
reporting services, as well as expenses associated with marketing, sale and
distribution of the contracts.
25
DEATH BENEFIT RIDER CHARGES. If you select one of the following death benefit
riders, we assess a daily charge during the accumulation phase equal, on an
annual basis, to the percentages below of the average daily net asset value of
each investment portfolio:
[Download Table]
Annual Step-Up Death Benefit %
Compounded-Plus Death Benefit %
Additional Death Benefit - Earnings
Preservation Benefit %
ACCOUNT FEE
During the accumulation phase, every contract year on your contract anniversary
(the anniversary of the date when your contract was issued), we will deduct
$ from your contract as an account fee for the prior contract year if your
account value is less than $ in USA 3A or USA 3B, or $ if your account value is
less than $ in USA 3C. If you make a complete withdrawal from your contract,
the full account fee will be deducted from the account value regardless of the
amount of your account value. During the accumulation phase, the account fee is
deducted pro rata from the investment portfolios. This charge is for
administrative expenses (see above). This charge cannot be increased.
A pro rata portion of the charge will be deducted from the account value on the
annuity date if this date is other than a contract anniversary. If your account
value on the annuity date is at least $ then we will not deduct the account
fee. After the annuity date, the charge will be collected monthly out of the
annuity payment, regardless of the size of your contract.
GUARANTEED MINIMUM INCOME
BENEFIT - RIDER CHARGE
We offer Guaranteed Minimum Income Benefit ("GMIB") riders which you can select
when you purchase the contract. If you select the GMIB Plus rider, we will
assess a charge during the accumulation phase equal to % of the income base
(see "Annuity Payments (The Income Phase) - Guaranteed Minimum Income Benefit"
for a discussion of how the income base is determined) at the time the rider
charge is assessed. If you elect an Optional Reset of the GMIB Plus rider on
the third contract anniversary or thereafter as permitted, we may increase the
GMIB Plus rider charge to the charge applicable to current contract purchases
at the time of the reset but no more than a maximum of % of the income base. If
you select the GMIB II rider, the charge is % of the income base at the time
the charge is assessed.
The rider charge is assessed at the first contract anniversary, and then at
each subsequent contract anniversary, up to and including the anniversary on or
immediately preceding the date the rider is exercised. If you make a full
withdrawal (surrender) or if you begin to receive annuity payments at the
annuity date, a pro rata portion of the rider charge will be assessed. The GMIB
rider charge is deducted from your account value pro rata from each investment
portfolio, the fixed account and the EDCA account in the ratio each account
bears to your total account value.
GUARANTEED WITHDRAWAL BENEFIT - RIDER CHARGE
We offer Guaranteed Withdrawal Benefit ("GWB") riders that you can select when
you purchase the contract. If you elect a GWB rider, a charge is deducted from
your account value on each contract anniversary beginning with the first
contract anniversary following your election of the rider. The charge for the
GWB II rider is equal to % of the Guaranteed Withdrawal Amount (see "Living
Benefits -
Guaranteed Withdrawal Benefit") on the applicable contract anniversary, prior
to taking into account any Optional Reset occurring on such contract
anniversary. The charge for the GWB III rider is equal to % of the Guaranteed
Withdrawal Amount. There is no Optional Reset available under the GWB III
rider. The GWB rider charge is deducted from your account value pro rata from
each investment option , the fixed account and the EDCA account in the ratio
each account bears to your total account value. If you make a full withdrawal
(surrender) of your account value, there is a change in owners, joint owners or
annuitants (if the owner is a non-natural person) or the contract terminates
(except for a termination due to death), a pro rata portion of the rider charge
will be assessed based on the number of full months from the last contract
anniversary to the date of such change.
If you elect an Optional Reset of the GWB II on the 3rd rider 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 % of the Guaranteed Withdrawal Amount.
We do not assess the GWB rider charge if your Benefit Base is zero.
GUARANTEED MINIMUM ACCUMULATION BENEFIT -
RIDER CHARGE
We offer a Guaranteed Minimum Accumulation Benefit ("GMAB") rider which you can
select when you purchase
26
the contract. If you elect the GMAB, a charge is deducted from your account
value on each contract anniversary. The charge is equal to % of the GMAB
Guaranteed Accumulation Amount (see "Living Benefits - Guaranteed Minimum
Accumulation Benefit") at the end of the prior contract year, before taking
into account any Optional Reset. If you elect an Optional Reset of the GMAB
rider on the first contract anniversary or thereafter as permitted, we may
increase the GMAB rider charge to the charge applicable to current contract
purchases at the time of the reset, but no more than a maximum of % of the
Guaranteed Accumulation Amount. The GMAB rider charge is deducted from your
account value pro rata from your contract's Asset Allocation Program portfolio
and the EDCA account in the ratio each account bears to your total account
value. If you make a full withdrawal (surrender) of your account value or you
apply your account value to an annuity option, we will assess a pro rata
portion of the rider charge based on the number of whole months since the last
contract anniversary.
WITHDRAWAL CHARGE
During the accumulation phase, you can make a withdrawal from your contract
(either a partial or a complete withdrawal). If the amount you withdraw is
determined to include the withdrawal of any of your prior purchase payments, a
withdrawal charge is assessed against the purchase payment withdrawn. To
determine if your withdrawal includes prior purchase payments, amounts are
withdrawn from your contract in the following order:
1. Earnings in your contract (earnings are equal to your account value, less
purchase payments not previously withdrawn); then
2. The free withdrawal amount described below; then
3. Purchase payments not previously withdrawn, in the order such purchase
payments were made: the oldest purchase payment first, the next purchase
payment second, etc. until all purchase payments have been withdrawn.
FREE WITHDRAWAL AMOUNT. The free withdrawal amount each contract year after the
first (there is no free withdrawal amount in the first contract year) is equal
to 10% of your total purchase payments, less the total free withdrawal amount
previously withdrawn in the same contract year. However, we currently will not
assess the withdrawal charge on amounts withdrawn during the first contract
year under the Systematic Withdrawal Program. Any unused free withdrawal amount
in one contract year does not carry over to the next contract year.
The withdrawal charge is calculated at the time of each withdrawal in
accordance with the following:
USA 3A
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------- ------------------------
USA 3B
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------- ------------------------
USA 3C
[Download Table]
Number of Complete Years from Withdrawal Charge
Receipt of Purchase Payment (% of Purchase Payment)
------------------------------- ------------------------
For a partial withdrawal, the withdrawal charge is deducted from the remaining
account value, if sufficient. If the remaining account value is not sufficient,
the withdrawal charge is deducted from the amount withdrawn.
If the account value is smaller than the total of all purchase payments, the
withdrawal charge only applies up to the account value.
We do not assess the withdrawal charge on any payments paid out as annuity
payments or as death benefits, although we do assess the withdrawal charge in
calculating GMIB annuity payments. In addition, we will not assess the
withdrawal charge on required minimum distributions from qualified contracts
but only as to amounts required to be distributed from this contract.
NOTE: For tax purposes, earnings from non-qualified contracts are considered to
come out first.
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
GENERAL. For USA 3A and USA 3B contracts, we may elect to reduce or eliminate
the amount of the withdrawal charge when the contract is sold under
circumstances which reduce our sales expenses. Some examples are: if there is a
large group of individuals that will be purchasing
27
the contract or a prospective purchaser already had a relationship with us. We
may not deduct a withdrawal charge under a contract issued to an officer,
director, employee, or a family member of an officer, director, or employee of
ours or any of our affiliates and we may not deduct a withdrawal charge under a
contract issued to an officer, director or employee or family member of an
officer, director or employee of a broker-dealer which is participating in the
offering of the contract. In lieu of a withdrawal charge waiver, we may provide
an account value credit.
NURSING HOME OR HOSPITAL CONFINEMENT RIDER. We will not impose a withdrawal
charge if, after you have owned the contract for one year, you or your joint
owner becomes confined to a nursing home and/or hospital for at least 90
consecutive days or confined for a total of at least 90 days if there is no
more than a 6 month break in confinement and the confinements are for related
causes. The confinement must begin after the first contract anniversary and you
must have been the owner continuously since the contract was issued (or have
become the owner as the spousal beneficiary who continues the contract). The
confinement must be prescribed by a physician and be medically necessary. This
waiver terminates on the annuity date. We will not accept additional payments
once this waiver is used.
TERMINAL ILLNESS RIDER. After the first contract anniversary, we will waive the
withdrawal charge if you or your joint owner are terminally ill and not
expected to live more than 12 months; a physician certifies to your illness and
life expectancy; you were not diagnosed with the terminal illness as of the
date we issued your contract; and you have been the owner continuously since
the contract was issued (or have become the owner as the spousal beneficiary
who continues the contract). This waiver terminates on the annuity date. We
will not accept additional payments once this waiver is used.
The Nursing Home or Hospital Confinement Rider and/or Terminal Illness Rider
may not be available in your state. (Check with your registered representative
regarding availability). These riders are only available for owners who are age
80 or younger (on the contract issue date). Additional conditions and
requirements apply to the Nursing Home/Hospital Confinement and Terminal
Illness riders. They are specified in the rider(s) that are part of your
contract.
PREMIUM AND OTHER TAXES
We reserve the right to deduct from purchase payments, account balances,
withdrawals, death benefits or income payments any taxes relating to the
contracts (including, but not limited to, premium taxes) paid by us to any
government entity. Examples of these taxes include, but are not limited to,
premium tax, generation-skipping transfer tax or a similar excise tax under
federal or state tax law which is imposed on payments we make to certain
persons and income tax withholdings on withdrawals and income payments to the
extent required by law. Premium taxes generally range from 0 to 3.5%, depending
on the state. We will, at our sole discretion, determine when taxes relate to
the contracts. We may, at our sole discretion, pay taxes when due and deduct
that amount from the account balance at a later date. Payment at an earlier
date does not waive any right we may have to deduct amounts at a later date. It
is our current practice not to charge premium taxes until annuity payments
begin.
TRANSFER FEE
We currently allow unlimited transfers without charge during the accumulation
phase. However, we have reserved the right to limit the number of transfers to
a maximum of 12 per year without charge and to charge a transfer fee of $ for
each transfer greater than 12 in any year. We are currently waiving the
transfer fee, but reserve the right to charge it in the future. The transfer
fee is deducted from the investment portfolio or the fixed account from which
the transfer is made. However, if the entire interest in an account is being
transferred, the transfer fee will be deducted from the amount which is
transferred.
If the transfer is part of a pre-scheduled transfer program, it will not count
in determining the transfer fee.
INCOME TAXES
We may make a deduction from the contract for any income taxes which we incur
because of the contract. At the present time, we are not making any such
deductions.
INVESTMENT PORTFOLIO EXPENSES
There are deductions from and expenses paid out of the assets of each
investment portfolio, which are described in the fee table in this prospectus
and the investment portfolio prospectuses. These deductions and expenses are
not
28
charges under the terms of the contract, but are represented in the share
values of each investment portfolio.
5. ANNUITY PAYMENTS
(THE INCOME PHASE)
ANNUITY DATE
Under the contract you can receive regular income payments (referred to as
ANNUITY PAYMENTS). You can choose the month and year in which those payments
begin. We call that date the ANNUITY DATE. Your annuity date must be the first
day of a calendar month and must be at least 30 days after we issue the
contract. Annuity payments must begin by the first day of the calendar month
following the annuitant's 90th birthday or 10 years from the date we issue your
contract, whichever is later (this requirement may be changed by us).
We ask you to choose your annuity date when you purchase the contract. You can
change it at any time before the annuity date with 30 days prior notice to us.
Unless you choose an annuity date, it will be the later of the first day of the
calendar month after the annuitant's 90th birthday or ten (10) years from the
date your contract was issued.
ANNUITY PAYMENTS
You (unless another payee is named) will receive the annuity payments during
the income phase. The annuitant is the natural person(s) whose life we look to
in the determination of annuity payments.
During the income phase, you have the same investment choices you had just
before the start of the income phase. At the annuity date, you can choose
whether payments will be:
o fixed annuity payments, or
o variable annuity payments, or
o a combination of both.
If you don't tell us otherwise, your annuity payments will be based on the
investment allocations that were in place just before the start of the income
phase.
If you choose to have any portion of your annuity payments based on the
investment portfolio(s), the dollar amount of your payment will vary and will
depend upon 3 things:
1) the value of your contract in the investment portfolio(s) just before the
start of the income phase,
2) the assumed investment return (AIR) used in the annuity table for the
contract, and
3) the performance of the investment portfolios you selected.
The AIR for the contract is 3%. If the actual performance exceeds the AIR, your
variable annuity payments will increase. Similarly, if the actual investment
performance is less than the AIR, your variable annuity payments will decrease.
Your variable annuity payment is based on ANNUITY UNITS. An annuity unit is an
accounting device used to calculate the dollar amount of annuity payments.
In the event of a transfer during the income phase from a variable annuity
payment option to a fixed annuity payment option, this may result in a
reduction in the amount of annuity payments. (You cannot however make transfers
from a fixed annuity payment option to the investment portfolios during the
income phase.)
If you choose to have any portion of your annuity payments be a fixed annuity
payment, the dollar amount of each fixed annuity payment will not change.
Annuity payments are made monthly (or at any frequency permitted under the
contract) unless you have less than $5,000 to apply toward an annuity option.
In that case, we may provide your annuity payment in a single lump sum instead
of annuity payments. Likewise, if your annuity payments would be or become less
than $100 a month, we have the right to change the frequency of payments so
that your annuity payments are at least $100.
ANNUITY OPTIONS
You can choose among income plans. We call those ANNUITY OPTIONS. We ask you to
choose an annuity option when you purchase the contract. You can change it at
any time before the annuity date with 30 days notice to us.
If you do not choose an annuity option at the time you purchase the contract,
Option 2 which provides a life annuity with 10 years of guaranteed annuity
payments will automatically be applied. This annuity option permits withdrawal
of a commuted value. (See "Federal Income Tax Status - Other Tax Issues.")
You can choose one of the following annuity options or any other annuity option
acceptable to us. After annuity payments begin, you cannot change the annuity
option.
29
OPTION 1. LIFE ANNUITY. Under this option, we will make annuity payments so
long as the annuitant is alive. We stop making annuity payments after the
annuitant's death. It is possible under this option to receive only one annuity
payment if the annuitant dies before the due date of the second payment or to
receive only two annuity payments if the annuitant dies before the due date of
the third payment, and so on.
OPTION 2. LIFE ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED. Under this
option, we will make annuity payments so long as the annuitant is alive. If,
when the annuitant dies, we have made annuity payments for less than ten years,
we will then continue to make annuity payments for the rest of the 10 year
period. When the annuitant dies, if you do not want to continue receiving
annuity payments, you may elect to have the present value of the guaranteed
variable annuity payments remaining (as of the date due proof of the
annuitant's death is received at our annuity service office) commuted at the
AIR. We will require return of your contract and proof of death before we pay
the commuted values.
OPTION 3. JOINT AND LAST SURVIVOR ANNUITY. Under this option, we will make
annuity payments so long as the annuitant and a second person (joint annuitant)
are both alive. When either annuitant dies, we will continue to make annuity
payments, so long as the survivor continues to live. We will stop making
annuity payments after the last survivor's death.
OPTION 4. JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS
GUARANTEED. Under this option, we will make annuity payments so long as the
annuitant and a second person (joint annuitant) are both alive. When either
annuitant dies, we will continue to make annuity payments, so long as the
survivor continues to live. If, at the last death of the annuitant and the
joint annuitant, we have made annuity payments for less than ten years, we will
then continue to make annuity payments for the rest of the 10 year period.
However, if you do not want to continue receiving annuity payments at the last
death of the annuitant and the joint annuitant, you may elect to have the
present value of the guaranteed variable annuity payments remaining (as of the
date due proof of the annuitant's death is received at our annuity service
office) commuted at the AIR. We will require return of your contract and proof
of death before we pay the commuted values.
OPTION 5. PAYMENTS FOR A DESIGNATED PERIOD. We currently offer an annuity
option under which fixed or variable monthly annuity payments are made for a
selected number of years as approved by us, currently not less than 10 years.
This annuity option may be limited or withdrawn by us in our discretion. After
commencement of this annuity payout, you may elect to receive the partial or
full commuted value of the remaining guaranteed variable annuity payments, and
the payments will be commuted at the AIR.
There may be tax consequences resulting from the election of an annuity payment
option containing a commutation feature (I.E., an annuity payment option that
permits the withdrawal of a commuted value). (See "Federal Income Tax Status.")
In addition to the annuity options described above, we may offer an additional
payment option that would allow your beneficiary to take distribution of the
account value over a period not extending beyond his or her life expectancy.
Under this option, annual distributions would not be made in the form of an
annuity, but would be calculated in a manner similar to the calculation of
required minimum distributions from IRAs. (See "Federal Income Tax Status.") We
intend to make this payment option available to both tax qualified and non-tax
qualified contracts.
In the event that you purchased the contract as a tax qualified contract, you
must take distribution of the account value in accordance with the minimum
required distribution rules set forth in applicable tax law. (See "Federal
Income Tax Status.") Under certain circumstances, you may satisfy those
requirements by electing an annuity option. You may choose any death benefit
available under the contract, but certain other contract provisions and
programs will not be available. Upon your death, if annuity payments have
already begun, the death benefit would be required to be distributed to your
beneficiary at least as rapidly as under the method of distribution in effect
at the time of your death.
GUARANTEED MINIMUM INCOME BENEFIT
At the time you buy the contract, you may elect a Guaranteed Minimum Income
Benefit ("GMIB"). We offer two different versions of the Guaranteed Minimum
Income Benefit. Please check with your financial representative on which
versions are available in your state. One version is known as GMIB II and the
other version is known as
30
GMIB Plus (collectively these will be referenced as "GMIB"). Both versions are
described below. You may not have this benefit and the Guaranteed Withdrawal
Benefit or the Guaranteed Minimum Accumulation Benefit in effect at the same
time.
It is important to recognize that the "income base" that is guaranteed by the
GMIB is not available for cash withdrawals and does not establish or guarantee
your account value or a minimum return for any investment portfolio. Rather, the
income base guaranteed by the GMIB is designed to provide you with a predictable
minimum level of income for life after a minimum 10-year waiting period
regardless of investment performance or actual account value, by providing a
minimum guaranteed lifetime fixed income benefit in the form of fixed monthly
annuity payments.
The amount of the benefit is determined by applying the income base (described
below) at the time of exercise to the GMIB Annuity Table specified in the
rider. This table is calculated based on the Annuity 2000 Mortality Table with
a 7-year age set back with interest of 2.5% per annum. The annuity rates in the
Table are conservative and a withdrawal charge may be applicable, so the amount
of guaranteed minimum lifetime income that the GMIB produces may be less than
the amount of annuity income that would be provided by applying your account
value on your annuity date to then-current annuity purchase rates. In this
case, your annuity payments will be higher if you do not exercise the rider.
The Guaranteed Principal Option of GMIB Plus does guarantee a minimum account
value after a 10-year waiting period that is available for cash withdrawals. If
you elect the Guaranteed Principal Option after the waiting period, this
guarantee applies in lieu of receiving GMIB payments.
(See Appendix C for examples of the GMIB.)
DESCRIPTION OF GMIB II
The GMIB II may be exercised after a 10 year waiting period and then only
within 30 days following a contract anniversary, provided that the exercise
must occur no later than the 30 day period following the contract anniversary
on or following the owner's 85th birthday. The GMIB II is only available for
owners up through age 75, and you can only elect the GMIB II at the time you
purchase the contract. Once elected, the rider cannot be terminated except as
discussed below.
INCOME BASE. The INCOME BASE is the greater of (a) or (b) below.
(a) Highest Anniversary Value: On the issue date, the "Highest Anniversary
Value" is equal to your initial purchase payment. Thereafter, the Highest
Anniversary Value will be increased by subsequent purchase payments and
reduced proportionately by the percentage reduction in account value
attributable to each subsequent withdrawal (including any applicable
withdrawal charge). On each contract anniversary prior to the owner's 81st
birthday, the Highest Anniversary Value will be recalculated and set equal
to the greater of the Highest Anniversary Value before the recalculation
or the account value on the date of the recalculation.
(b) Annual Increase Amount: On the issue date, the "Annual Increase Amount"
is equal to your initial purchase payment. (For these purposes, all
purchase payments credited within 120 days of the date we issued the
contract will be treated as if they were received on the date we issue the
contract.) Thereafter, the Annual Increase Amount is equal to (i) less
(ii), where:
(i) is purchase payments accumulated at the annual increase rate. The
annual increase rate is 5% per year through the contract anniversary
on or following the owner's 85th birthday and 0% thereafter; and
(ii) is withdrawal adjustments accumulated at the annual increase rate.
Withdrawal adjustments in a contract year are determined according to
(1) or (2) as defined below:
(1) The withdrawal adjustment for each withdrawal in a contract
year is the value of the Annual Increase Amount immediately
prior to the withdrawal multiplied by the percentage reduction
in account value attributed to that withdrawal (including any
applicable withdrawal charge); or
(2) If total withdrawals in a contract year are 5% or less of the
Annual Increase Amount on the issue date or on the prior
contract anniversary after the first contract year, and if these
withdrawals are paid to you (or the annuitant if the contract is
owned by a non-natural person) or other payee we agree to, the
total withdrawal adjustments for that contract year will be set
equal to the dollar amount of total withdrawals (including any
applicable
31
withdrawal charge) in that contract year. These withdrawal
adjustments will replace the withdrawal adjustments defined in
(1) above and be treated as though the corresponding withdrawals
occurred at the end of that contract year.
In determining the GMIB II annuity income, an amount equal to the withdrawal
charge that would be assessed upon a complete withdrawal and the amount of any
premium and other taxes that may apply will be deducted from the income base.
The Highest Anniversary Value does not change after the contract anniversary
immediately preceding the owner's 81st birthday, except that it is increased
for each subsequent purchase payment and reduced proportionally by the
percentage reduction in account value attributable to each subsequent
withdrawal (including any applicable withdrawal charge). The Annual Increase
Amount does not change after the contract anniversary on or following the
owner's 85th birthday, except that it is increased for each subsequent purchase
payment and reduced by the withdrawal adjustments described in (b)(ii) above.
OWNERSHIP. If the owner is a natural person, the owner must be the annuitant.
If a non-natural person owns the contract, then annuitant will be considered
the owner in determining the income base and GMIB II annuity payments. If joint
owners are named, the age of the older will be used to determine the income
base and GMIB II annuity payments.
EXERCISING THE GMIB II RIDER. If you exercise the GMIB II, you must elect to
receive annuity payments under one of the following fixed annuity options:
(1) Life annuity with 10 years of annuity payments guaranteed. For
annuitization ages over 79, the guaranteed component of the life annuity
is reduced as follows:
[Download Table]
Age at Annuitization Guarantee Period
---------------------- -----------------
80 9
81 8
82 7
83 6
84 and 85 5
(2) Joint and last survivor annuity with 10 years of annuity payments
guaranteed.
These options are described in the contract and the GMIB II rider.
If you exercise the GMIB II, your annuity payments will be the greater of:
o the annuity payment determined by applying the amount of the income base to
the GMIB Annuity Table, or
o the annuity payment determined for the same annuity option in accordance
with the base contract. (See "Annuity Payments (The Income Phase).")
If you take a full withdrawal of your account value, your contract is
terminated by us due to its small account value and inactivity (see "Purchase -
Purchase Payments"), or your contract lapses and there remains any income base,
we will commence making income payments within 30 days of the date of the full
withdrawal, termination or lapse. In such cases, your income payments under
this benefit, if any, will be determined using the income base and any
applicable withdrawal adjustment that was taken on account of the withdrawal,
termination or lapse.
If you choose not to receive annuity payments as guaranteed under the GMIB II,
you may elect any of the annuity options available under the contract.
TERMINATING THE GMIB II RIDER. Except as otherwise provided in the GMIB II
rider, the GMIB II will terminate upon the earliest of:
a) The 30th day following the contract anniversary on or following your
85th birthday;
b) The date you make a complete withdrawal of your account value;
c) The date you elect to receive annuity payments under the contract
and you do not elect to receive payments under the GMIB II;
d) Death of the owner or joint owner (unless the spouse (aged 84 or
younger) is the beneficiary and elects to continue the contract), or
death of the annuitant if a non-natural person owns the contract; or
e) A change for any reason of the owner or joint owner or the annuitant
if a non-natural person owns the contract.
When the GMIB II rider terminates, the corresponding GMIB II rider charge
terminates.
32
DESCRIPTION OF GMIB PLUS
The GMIB Plus is identical to the GMIB II, described above, with the following
differences: (1) you may exercise a "GUARANTEED PRINCIPAL OPTION" in which case
you receive an additional amount to be added to the account value in lieu of
taking GMIB payments; (2) you may be permitted to periodically reset the Annual
Increase Amount; (3) you are limited to allocating your account value to
certain investment choices and you may not participate in the standard dollar
cost averaging Program; (4) the termination provisions are expanded; and (5)
the additional charge for the GMIB Plus is % (rather than % for the GMIB II) of
the income base (with a maximum charge of % of the income base applicable upon
exercise of the Optional Reset feature). A description of these features
follows.
GUARANTEED PRINCIPAL OPTION. Starting with the tenth contract anniversary prior
to the owner's 86th birthday, you may exercise the Guaranteed Principal Option.
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
owner is used for determining the birthday. We must receive your request to
exercise the Guaranteed Principal Option in writing, or any other method that
we agree to, within 30 days following the eligible contract anniversary. The
Guaranteed Principal Option will take effect at the end of this 30-day period
following the eligible contract anniversary.
By exercising the Guaranteed Principal Option, you elect to receive an
additional amount to be added to your account value intended to restore your
initial investment in the contract, in lieu of receiving GMIB payments. The
additional amount is called the Guaranteed Principal Adjustment and is equal to
(a) minus (b) where:
(a) is purchase payments credited within 120 days of the date we issued the
contract (reduced proportionately by the percentage reduction in account
value attributable to each partial withdrawal (including applicable
withdrawal charges) and
(b) the account value on the contract anniversary immediately preceding
exercise of the Guaranteed Principal Option.
The Guaranteed Principal Option can only be exercised if (a) exceeds (b), as
defined above. The Guaranteed Principal Adjustment will be added to each
applicable investment portfolio in the ratio the portion of the account value
in such investment portfolio bears to the total account value in all investment
portfolios.
The Guaranteed Principal Adjustment will never be less than zero. If the
Guaranteed Principal Option is elected, the GMIB Plus rider will terminate as
of the date the option takes effect and no additional GMIB charges will apply
thereafter. The variable annuity contract, however, will continue.
OPTIONAL RESET. On any contract anniversary on or after the third contract
anniversary, you may elect to reset the Annual Increase Amount to the account
value. Such a reset may be beneficial if your account value has grown at a rate
above the 5% accumulation rate on the Annual Increase Amount. However,
resetting the Annual Increase Amount will increase your waiting period for
exercising the GMIB Plus by restarting it again. You may elect to reset the
Annual Increase Amount only if (1) the account value exceeds the Annual
Increase Amount immediately before the reset; and (2) the owner (or oldest
joint owner or annuitant if the contract is owned by a non-natural person) is
not older than age 75 on the date of the Optional Reset. We must receive your
request to exercise the Optional Reset in writing, at our Annuity Service
Center, or any other method that we agree to, within a 30-day period prior to
the applicable contract anniversary. You may elect an Optional Reset at any
subsequent contract anniversary as long as it has been at least three years
since the last Optional Reset and all other requirements are met. We reserve
the right to prohibit an Optional Reset if we no longer offer this benefit for
this class of contract.
The Optional Reset will:
(1) reset the Annual Increase Amount to the Account Value on the contract
anniversary following the receipt of an Optional Reset election;
(2) reset the GMIB Plus waiting period to the tenth contract anniversary
following the date the Optional Reset took effect; and
(3) reset the GMIB Plus rider charge to the then current level we charge for
the GMIB Plus rider at the time of the reset, up to the Maximum Optional
Reset Fee Rate (not to exceed %).
On the date of the reset, the account value on that day will be treated as a
single purchase payment received on the date of the reset for purposes of
determining the Annual Increase Amount after the reset. All purchase payments
and withdrawal adjustments previously used to calculate the Annual Increase
Amount will be set equal to zero on the date of the reset.
33
ALLOCATION LIMITATIONS. If you elect to purchase the GMIB Plus, unlike the GMIB
II, you are limited to allocating your purchase payments and account value
among the following investment portfolios:
(1) the MetLife Defensive Strategy Portfolio,
(2) the MetLife Moderate Strategy Portfolio,
(3) the MetLife Balanced Strategy Portfolio, and
(4) the MetLife Growth Strategy Portfolio
You may also elect to participate in the enhanced dollar cost averaging
program, provided that your destination investment portfolios are one or more
of the above-listed investment portfolios.
TERMINATION PROVISIONS. GMIB Plus will terminate upon the effective date of the
Guaranteed Principal Option in addition to the other termination provisions
described above under "Terminating the GMIB II Rider." Also, for GMIB Plus only
the following replaces termination provision e) above;
o a change for any reason of the owner or joint owner or annuitant, if a
non-natural person owns the contract, unless we agree otherwise.
GMIB AND QUALIFIED CONTRACTS
The GMIB may have limited usefulness in connection with a qualified contract,
such as an IRA (see "Federal Income Tax Status - Taxation of Qualified
Contracts"), in circumstances where the owner is planning to exercise the rider
on a date later than the beginning date of required minimum distributions under
the contract. In such event, required minimum distributions received from the
contract will have the effect of reducing the income base either on a
proportionate or dollar for dollar basis, as the case may be. This may have the
effect of reducing or eliminating the value of annuity payments under the GMIB.
Additionally, the GMIB may not be appropriate for purchase by a beneficiary
under a decedent's IRA (or where otherwise offered, under any other contract
which is being "continued" by a beneficiary after the death of the owner or
after the death of the annuitant in certain cases). Under the tax rules, such
contracts generally require distributions to commence in accordance with tax
regulations by the end of the calendar year following the year of the owner's
death. The GMIB benefit may not be exercised until 10 years after purchase. It
is not clear under these rules whether minimum distribution requirements will
be met in all cases where income payments under a life contingent annuity (such
as provided under the GMIB) do not begin until after the year following the
year of death, as would be the case with a GMIB benefit purchased by such
beneficiary. Even if minimum distribution requirements would be met, the value
of such benefit may be adversely impacted or eliminated, depending on the
beneficiary's own situation, because of required distributions prior to the
time that the benefit could be exercised. You should consult your registered
representative or tax adviser prior to electing a GMIB rider.
In view of applicable tax requirements, the GMIB riders are not available for
purchase under a decedent's IRA when the owner died in or after the year in
which he or she attains age 70 1/2.
6. ACCESS TO YOUR MONEY
You (or in the case of (3) below, your beneficiary) can have access to the
money in your contract:
(1) by making a withdrawal (either a partial or a complete withdrawal);
(2) by electing to receive annuity payments; or
(3) when a death benefit is paid to your beneficiary.
Under most circumstances, withdrawals can only be made during the accumulation
phase.
You may establish a withdrawal plan under which you can receive substantially
equal periodic payments in order to comply with the requirements of Sections
72(q) or (t) of the Code. Premature modification or termination of such
payments may result in substantial penalty taxes. (See "Federal Income Tax
Status.")
When you make a complete withdrawal, you will receive the withdrawal value of
the contract. The withdrawal value of the contract is the account value of the
contract at the end of the business day when we receive a written request for a
withdrawal:
o less any applicable withdrawal charge,
o less any premium or other tax,
o less any account fee, and
o less any applicable pro rata GMIB, GWB or GMAB rider charge.
Unless you instruct us otherwise, any partial withdrawal will be made pro rata
from the investment portfolio(s) and the fixed account you selected. Under most
circumstances
34
the amount of any partial withdrawal must be for at least $500, or your entire
interest in the investment portfolio or fixed account. We require that after a
partial withdrawal is made you keep at least $2,000 in the contract. If the
withdrawal would result in the account value being less than $2,000 after a
partial withdrawal, we will treat the withdrawal request as a request for a
full withdrawal.
We will pay the amount of any withdrawal from the Separate Account within seven
(7) days of when we receive the request in good order unless the suspension of
payments or transfers provision is in effect.
How to withdraw all or part of your account value:
o You must submit a request to our Annuity Service Center. (See "Other
Information - Requests and Elections.")
o You must provide satisfactory evidence of terminal illness or confinement to
a nursing home if you would like to have the withdrawal charge waived.
(See "Expenses - Reduction or Elimination of the Withdrawal Charge.")
o You must state in your request whether you would like to apply the proceeds
to a payment option (otherwise you will receive the proceeds in a lump sum
and may be taxed on them).
o We have to receive your withdrawal request in our Annuity Service Center
prior to the annuity date or owner's death.
There are limits to the amount you can withdraw from certain qualified plans
including Qualified and TSA plans. (See "Federal Income Tax Status.")
INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY
WITHDRAWAL YOU MAKE.
SYSTEMATIC WITHDRAWAL PROGRAM
You may elect the Systematic Withdrawal Program at any time. We do not assess a
charge for this program. This program provides an automatic payment to you of
up to 10% of your total purchase payments each year. You can receive payments
monthly or quarterly provided that each payment must amount to at least $100
(unless we consent otherwise). We reserve the right to change the required
minimum systematic withdrawal amount. If the New York Stock Exchange is closed
on a day when the withdrawal is to be made, we will process the withdrawal on
the next business day. While the Systematic Withdrawal Program is in effect you
can make additional withdrawals. However, such withdrawals plus the systematic
withdrawals will be considered when determining the applicability of any
withdrawal charge. (For a discussion of the withdrawal charge, see "Expenses"
above.)
INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO SYSTEMATIC
WITHDRAWALS.
SUSPENSION OF PAYMENTS OR TRANSFERS
We may be required to suspend or postpone payments for withdrawals or transfers
for any period when:
o the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o trading on the New York Stock Exchange is restricted;
o an emergency exists as a result of which disposal of shares of the
investment portfolios is not reasonably practicable or we cannot
reasonably value the shares of the investment portfolios; or
o during any other period when the Securities and Exchange Commission, by
order, so permits for the protection of owners.
We have reserved the right to defer payment for a withdrawal or transfer from
the fixed account for the period permitted by law but not for more than six
months.
Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require us to block an owner's ability to make
certain transactions and thereby refuse to accept any requests for transfers,
withdrawals, surrenders, or death benefits until instructions are received from
the appropriate regulator. We may also be required to provide additional
information about you and your contract to government regulators.
7. LIVING BENEFITS
GUARANTEED WITHDRAWAL BENEFIT
If you are concerned that negative investment performance may adversely impact
the amount of money you can withdraw from the contract, we offer an optional
Guaranteed Withdrawal Benefit ("GWB") for an additional charge. There are two
versions of the GWB under this product: GWB II and GWB III. The version
available with your contract will depend on which version has been approved in
your state. Please check with your financial representative for state
availability. You may elect a GWB
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rider at the time you purchase the contract, prior to age 81. Once elected, the
GWB cannot be terminated except as described below. You may not elect the GWB
if you have elected the GMIB or GMAB riders under your contract, or if you have
previously elected a GWB rider. Both versions are described below.
The GWB guarantees that the entire amount of purchase payments you make during
the period of time specified in your rider will be returned to you through a
series of withdrawals which you may begin taking immediately or at a later
time, provided withdrawals in any contract year do not exceed the maximum
amount allowed. The total amount you are guaranteed to receive is the
"Guaranteed Withdrawal Amount." This means that regardless of negative
investment performance, you can take specified annual withdrawals until the
entire amount of the purchase payments you made during the time period
specified in your rider has been returned to you.
This GWB guarantee applies ONLY IF YOUR ANNUAL WITHDRAWALS ARE LESS THAN OR
EQUAL TO THE MAXIMUM AMOUNT ALLOWED, CALLED THE ANNUAL BENEFIT PAYMENT, WHICH IS
DESCRIBED IN MORE DETAIL BELOW. However, the GWB does not establish or guarantee
an account value or minimum return for any investment portfolio. 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 such withdrawals under a Systematic Withdrawal Program.
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
THE TERMINATION OF THE CONTRACT.
For purposes of calculating the Guaranteed Withdrawal Amount, Purchase Payment
Credits are not included.
DESCRIPTION OF GWB II
BENEFIT BASE. At issue, the Guaranteed Withdrawal Amount is the maximum TOTAL
amount of money that you are guaranteed to receive over time under the GWB II
rider. At any subsequent point in time, the BENEFIT BASE is the remaining
amount of money that you are guaranteed to receive through annual withdrawals
under the GWB II rider. Your initial Benefit Base is set at an amount equal to
your initial purchase payment. Your Benefit Base will change with each purchase
payment made on or before the 2nd contract anniversary, or as the result of an
Optional Reset. Also, when you make annual withdrawals as permitted by the GWB
II rider, each withdrawal will reduce your Benefit Base. If negative investment
performance reduces your account value below the Benefit Base, you are still
guaranteed to be able to withdraw the entire amount of your Benefit Base.
The Benefit Base is equal to:
- Your initial purchase payment;
- Increased by each subsequent purchase payment made on or before the 2nd
contract anniversary, although we will not increase your Benefit Base above
$1,000,000;
- Less the amount of any withdrawals; provided, however, that if a withdrawal
from your contract is not payable to the contract owner or contract owner's
bank account (or annuitant's bank account, if the owner is a non-natural
person), or results in cumulative withdrawals (including charges) for the
current contract year exceeding the Annual Benefit Payment, and the resulting
Benefit Base exceeds the account value, an additional reduction in the Benefit
Base will be made. This additional reduction will be equal to the difference
between the Benefit Base after the decrease for the withdrawal and your account
value after the decrease for the withdrawal.
ANNUAL BENEFIT PAYMENT. The ANNUAL BENEFIT PAYMENT is the maximum amount of
your Benefit Base you may withdraw each contract year without adversely
impacting the amount guaranteed to be available to you through withdrawals over
time. The initial Annual Benefit Payment is equal to the initial Benefit Base
multiplied by the GWB WITHDRAWAL RATE. The GWB Withdrawal Rate is currently 10%
if you make your first withdrawal on or after your 3rd contract anniversary and
5% if you make your first withdrawal before your 3rd contract anniversary. The
Annual Benefit Payment is reset after each subsequent purchase payment made on
or before the 2nd contract anniversary to the greater of the (1) Annual Benefit
Payment before the subsequent purchase payment and (2) the GWB Withdrawal Rate
multiplied by the Benefit Base after the subsequent purchase payment. The
Annual Benefit Payment will also be reset as a result of an Optional Reset as
described below. You can continue to receive annual
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withdrawals in an amount equal to or less than your Annual Benefit Payment
until your Benefit Base is depleted.
It is important that you carefully manage your annual withdrawals. To retain
the GWB II guarantees, your annual withdrawals (including charges) can not
exceed the Annual Benefit Payment each contract year. If a withdrawal from your
contract does result in annual withdrawals (including charges) 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 withdrawal (including charges)
multiplied by the GWB Withdrawal Rate. This reduction may be significant.
You can always take annual withdrawals less than the Annual Benefit Payment.
However, if you choose to receive only a part of, or none of, your Annual
Benefit Payment in any given contract year, your Annual Benefit Payment is not
cumulative and your Benefit Base and Annual Benefit Payment will not increase.
For example, if your Annual Benefit is 10% of your Benefit Base and you
withdraw 8% one year, you cannot then withdraw 12% the next year without
exceeding your Annual Benefit Payment.
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 generally beginning at age 70 1/2. A beneficiary
under a decedent's IRA (or where otherwise offered, under any other contract
that is being "continued" by a beneficiary after the death of the owner or
after the death of the annuitant in certain cases) may be required to take such
withdrawals which must commence, in accordance with tax regulations, by the end
of the calendar year following the year of the owner's death. These required
distributions may be larger than the Annual Benefit Payment. After the first
contract year, we will increase your Annual Benefit Payment to equal your
required minimum distribution amount for that year, if such amounts are greater
than your Annual Benefit Payment. YOU MUST BE ENROLLED IN THE AUTOMATED
REQUIRED MINIMUM DISTRIBUTION PROGRAM TO QUALIFY FOR THIS INCREASE IN ANNUAL
BENEFIT PAYMENT. THE FREQUENCY OF YOUR WITHDRAWALS MUST BE ANNUAL. THE
AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM IS BASED ON INFORMATION
RELATING TO THIS CONTRACT ONLY.
GUARANTEED WITHDRAWAL AMOUNT. We assess the GWB II rider charge as a percentage
of the GUARANTEED WITHDRAWAL AMOUNT, which is initially set at an amount equal
to your initial purchase payment. The Guaranteed Withdrawal Amount may increase
with additional purchase payments made on or before the 2nd rider anniversary.
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. The Guaranteed Withdrawal Amount will also be
reset as a result of an Optional Reset as described below. If your Guaranteed
Withdrawal Amount increases, the amount of the GWB II rider charge we deduct
will increase since the charge is a percentage of your Guaranteed Withdrawal
Amount.
OPTIONAL RESET. 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. Starting
with the third contract anniversary prior to the owner's 81st birthday, you may
ask us to reset the Annual Benefit Payment, Benefit Base and Guaranteed
Withdrawal Amount. You may elect an Optional Reset at any subsequent contract
anniversary prior to the owner's 81st birthday as long as it has been at least
three years since the last Optional Reset. However, we will only permit an
Optional Reset if your account value is higher than the Benefit Base
immediately before the reset. The reset will:
o Reset your Guaranteed Withdrawal Amount and Benefit Base equal to the
account value on the date of the reset, although we will not increase your
Benefit Base above $1,000,000;
o Reset your Annual Benefit Payment equal to the account value on the date of
the reset multiplied by the GWB Withdrawal Rate; and
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o Reset the GWB II rider charge equal to the then current level we charge at
the time of the reset, up to the maximum charge of %.
An Optional Reset can also result in an increase of the Guaranteed Withdrawal
Amount and the GWB II rider charge. However, an Optional Reset can result in a
decrease of the Annual Benefit Payment and the Guaranteed Withdrawal Amount if
the account value before the reset was less than the Guaranteed Withdrawal
Amount. Locking in a higher Benefit Base may decrease the amount of the Annual
Benefit Payment if, before the reset, the account value is less than the
Guaranteed Withdrawal Amount. Therefore, generally it may be beneficial to
reset your Benefit Base only if your account value exceeds your Guaranteed
Withdrawal Amount. However, any benefit of an Optional Reset also depends on
the current GWB rider charge. If the current charge in effect is higher than
the charge you are paying, it may not be beneficial to reset your Benefit Base
since we will begin applying the higher current charge at the time of the reset
(even if the reset results in a decrease of your Annual Benefit Payment and/
or your Guaranteed Withdrawal Amount).
We must receive your request for an Optional Reset in accordance with our
administrative procedures (currently we require you to submit your request in
writing to our Annuity Service Center) within the 30-day period ending on the
day before the applicable contract anniversary. 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. The Optional Reset will take effect on the next contract anniversary
following our receipt of your written request. We reserve the right to prohibit
an Optional Reset election if we no longer offer this benefit.
TRANSFERS OF ACCOUNT VALUE AND ALLOCATION OF PURCHASE PAYMENTS. You may
allocate purchase payments and transfer account value to any of the investment
options , the fixed account and the EDCA account (pursuant to the EDCA program)
while the rider is in force, including any investment strategies available
using the investment options. We reserve the right to restrict the future
allocation of purchase payments and/or transfer of account value to specified
investment options and/or the fixed account. We also reserve the right to
require that you elect the Automatic Rebalancing Program pursuant to specific
percentage allocations we choose.
WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from
purchase payments, after we receive the applicable purchase payment, in the
following amounts: up to % of purchase payments taken in the first years for
USA 3A; up to % of purchase payments taken in the first years for USA 3B; and
up to % of purchase payments taken in the first years for USA 3C.
TAXES. Withdrawals of taxable amounts will be subject to ordinary income tax
and, if made prior to age 59 1/2, a 10% federal tax penalty may apply.
CANCELLATION. You (or your spouse, upon spousal continuation of the contract)
may elect to cancel the GWB rider in accordance with our Administrative
Procedures or in writing to our Annuity Service Center during the 90-day period
following the 5th contract anniversary. Such cancellation will take effect upon
our receipt of the request. Otherwise, the rider may not be canceled. If the
GWB II rider is canceled, it may not be re-elected.
TERMINATION. The GWB II rider will terminate upon the earliest business day we:
(1) process your request for a total withdrawal of your account value;
(2) process your request to apply your account value to an annuity option;
(3) determine that your account value is not sufficient to pay the charge for
the GWB II rider (whatever account value is available will be applied to pay
the annual GWB II rider charge);
(4) receive due proof of the owner's death and a beneficiary claim form, 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 80 years old, or
the annuitant dies if the owner is a non-natural person; note: (1) if the
spouse elects to continue the contract (so long as the spouse is less than 80
years old and the GWB II rider is in effect at the time of continuation), all
terms and conditions of the GWB II rider will apply to the surviving spouse;
and (2) we will not terminate the rider until we receive both due proof of the
owner's death and a beneficiary claim form, which means we will continue to
deduct the GWB II rider charge until we receive this information;
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(5) process a change in owners, joint owners, or annuitants (if the owner is a
non-natural person); or
(6) process the termination of your contract.
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 II rider 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) 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 you
or the joint owner (or the annuitant if the owner is a non-natural person) dies
while these payments are being made, your beneficiary will receive these
payments. No other death benefit will be paid.
If you cancel the rider or apply your entire account value to an annuity
option, we will not deduct the GWB II rider charge from your account value
after we deduct the charge on the effective date of the cancellation or the
application of your account value to an annuity option. We will not pay any
benefits as a result of the rider on or after the effective date of the
cancellation or the application of your account value to an annuity option.
If the owner or joint owner (or the annuitant if the owner is a non-natural
person) should die while the GWB II rider is in effect, your beneficiary may
elect to receive the Benefit Base 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 and no benefit shall be payable under the GWB II rider.
If the beneficiary elects the Benefit Base as a death 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. If the
contract is a nonqualified contract, any death benefit must be paid out over a
time period and in a manner that satisfies Section 72(s) of the Internal
Revenue Code. If the owner (or the annuitant, where the owner is not a natural
person) dies prior to the "annuity starting date" (as defined under the
Internal Revenue Code and regulations there under), the period over which the
Benefit Base is paid as a death benefit cannot exceed the remaining life
expectancy of the payee under the appropriate IRS tables. For purposes of the
preceding sentence, if the payee is a non-natural person, the Benefit Base must
be paid out within 5 years from the date of death. Payments under this death
benefit must begin within 12 months following the date of death.
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 II rider because (1) you make a total
withdrawal of your account value; (2) your account value is insufficient to pay
the GWB II rider charge; (3) the contract owner or joint owner (or the
annuitant if the owner is a non-natural person) 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; (4) the
contract is terminated; or (5) you changed the owner, joint owners, or
annuitants (if the owner is a non-natural person); you may not make additional
purchase payments under the contract.
DESCRIPTION OF GWB III
The GWB III is identical to the GWB II, described above, with the following
differences: (1) The entire amount of purchase payments you make until
termination of the GWB III rider are guaranteed to be returned to you through a
series of withdrawals which you may begin taking immediately or at a later
time, provided withdrawals in any contract year do not exceed the maximum
amount allowed; (2) The GWB Withdrawal Rate is 5% for all contract years; (3)
There is no Optional Reset feature; and (4) The GWB III rider charge is % of
the Guaranteed Withdrawal Amount.
PURCHASE PAYMENTS. Since the GWB III guarantee applies to all purchase payments
made until termination of the rider, the Benefit Base will change with each
purchase payment made, in the same manner as described above, until termination
of the rider. Likewise, the Annual Benefit
39
Payment and Guaranteed Withdrawal Amount is reset after each purchase payment
made until termination of the rider.
(See Appendix D for examples of the GWB.)
GUARANTEED MINIMUM ACCUMULATION BENEFIT
In states where approved, you may elect the Guaranteed Minimum Accumulation
Benefit ("GMAB") as an optional rider to your contract. The GMAB guarantees
that your account value will not be less than a minimum amount at the end of a
specified number of years (the "Rider Maturity Date"). If your account value is
less than the minimum guaranteed amount at the Rider Maturity Date, we will
apply additional amounts to increase your account value so that it is equal to
the guaranteed amount.
If you elect the GMAB rider, we require you to allocate your purchase payments
and all of your account value to one of the Asset Allocation Program portfolios
---
available in your contract (the MetLife Aggressive Portfolio is not available
for this purpose). You may also allocate purchase payments to the EDCA program.
The Asset Allocation Program portfolio you choose will determine the number of
years to the Rider Maturity Date when the rider benefit is payable. The Asset
Allocation Program portfolios available if you choose the GMAB rider, and the
number of years to the Rider Maturity Date for each, are:
[Download Table]
Portfolio Years to Rider
Maturity Date
MetLife Defensive 7 years
Strategy Portfolio
MetLife Moderate 8 years
Strategy Portfolio
MetLife Balanced 9 years
Strategy Portfolio
MetLife Growth 10 years
Strategy Portfolio
You may elect the GMAB rider when you purchase the contract. However, you may
not elect the GMAB rider if you have also elected a GWB rider or the GMIB
rider.
BENEFIT DESCRIPTION. The GMAB rider guarantees that at the Rider Maturity Date,
your account value will at least be equal to the purchase payments you made
during the first 120 days that you held the contract (the "GMAB Eligibility
Period"), less reductions for any withdrawals (and related withdrawal charges)
that you made at any time before the Rider Maturity Date. This guaranteed
amount is the "GUARANTEED ACCUMULATION AMOUNT." There is a maximum Guaranteed
Accumulation Amount for your contract that is shown on your contract schedule
page (currently $5 million). Purchase payments made after this maximum
Guaranteed Accumulation Amount is reached will not increase the Guaranteed
Accumulation Amount above the maximum. However, if you make a withdrawal of
account value during the GMAB Eligibility Period that reduces the Guaranteed
Accumulation Amount below the maximum, then purchase payments you make AFTER
(but not before) that withdrawal will increase the Guaranteed Accumulation
Amount until it reaches the maximum. IN ADDITION, ANY PURCHASE PAYMENTS YOU
MAKE AFTER THE GMAB ELIGIBILITY PERIOD WILL INCREASE YOUR ACCOUNT VALUE BUT
WILL NOT INCREASE YOUR GUARANTEED ACCUMULATION AMOUNT.
On your contract's issue date, the Guaranteed Accumulation Amount is equal to
your initial purchase payment. Subsequent purchase payments made during the
Eligibility Period increase the Guaranteed Accumulation Amount by the amount of
the purchase payment (subject to the limit described above). When you make a
withdrawal from the contract, the Guaranteed Accumulation Amount is reduced in
the same proportion that the amount of the withdrawal (including any related
withdrawal charge) bears to the total account value.
EXAMPLE:
Assume your account value is $100,000 and your Guaranteed Accumulation
Amount is $120,000, prior to making a $10,000 withdrawal from the contract.
The withdrawal amount is 10% of the account value. Therefore, after the
withdrawal, your account value would be $90,000 and your Guaranteed
Accumulation Amount would be $108,000 (90% of $120,000).
Purchase Payment Credits under USA 3C are not considered to be purchase
payments under the GMAB rider and are not part of the Guaranteed Benefit
Amount.
The Guaranteed Accumulation Amount is not available for withdrawal and is not
used to calculate any benefits under the contract prior to the Rider Maturity
Date.
At the Rider Maturity Date, after deduction of the annual charge for the GMAB
rider, we will compare your contract's account value to its Guaranteed
Accumulation Amount. If the account value is less than the Guaranteed
Accumulation Amount, we will contribute to your account value the amount needed
to make it equal the Guaranteed Accumulation Amount. (This added amount is the
"Guaranteed Accumulation Payment.") The Guaranteed Accumulation Payment is
allocated entirely to your
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contract's investment portfolios (no portion of the Guaranteed Accumulation
Payment is allocated to the EDCA account).
If your account value is greater than or equal to the Guaranteed Accumulation
Amount at the Rider Maturity Date, then no Guaranteed Accumulation Payment will
be paid into your account value. The GMAB rider terminates at the Rider
Maturity Date. We no longer deduct the rider charge after that date, and the
related investment requirements and restrictions will no longer apply.
If your account value is reduced to zero for any reason other than a full
withdrawal of the account value or application of the entire account value to
an annuity option, but your contract has a positive Guaranteed Accumulation
Amount remaining, the contract and the GMAB rider will remain in force. No
charge for the GMAB rider will be deducted while there is insufficient account
value to cover the deductions for the charge. At the Rider Maturity Date, the
Guaranteed Accumulation Payment will be paid into the account value.
OPTIONAL RESET. During the 30-day period immediately preceding each contract
anniversary, beginning with the first contract anniversary after the effective
date of the rider, you may choose to reset the Guaranteed Accumulation Amount
under your contract to equal your account value (after deduction of the GMAB
rider charge) on the contract anniversary following our receipt of your
election. The owner (or the elder of joint owners, or the annuitant under a
contract owned by a non-natural person) must not be older than 80 at the time
of the election to reset. On the effective date of the reset, all prior
purchase payments and withdrawal adjustments previously used to calculate the
Guaranteed Accumulation Amount will be set equal to zero, and the new Rider
Maturity Date will be the appropriate contract anniversary for your Asset
Allocation Program portfolio, determined by measuring from the most recent
optional reset date. If you choose the optional reset, you may also choose to
make a single transfer of all of your account value in the current Asset
Allocation Program portfolio for your contract to another Asset Allocation
Program portfolio that is available under the GMAB rider, to be effective on
the effective date of the reset. In that case, the new Rider Maturity Date will
be based on the new Asset Allocation Program portfolio you chose. The GMAB
rider charge will be reset to the level that we charge for the GMAB rider at
the time of the reset, not to exceed %.
RIDER TERMINATION. The GMAB rider will terminate at the earliest of: (1) the
Rider Maturity Date; (2) the date you surrender the contract; (3) the date you
apply all of your account value to an annuity option; and (4) the date of death
of the owner or joint owner (or annuitant if the owner is a non-natural person)
unless the beneficiary is the spouse of the owner and elects to continue the
contract under the spousal continuation provisions of the contract.
Once the rider is terminated, the GMAB rider charge will no longer be deducted
and the related investment requirements and limitations will no longer apply.
If the rider is terminated before the Rider Maturity Date, the Guaranteed
Accumulation Payment will not be paid.
8. PERFORMANCE
We periodically advertise subaccount performance relating to the investment
portfolio(s). We will calculate performance by determining the percentage
change in the value of an accumulation unit by dividing the increase (decrease)
for that unit by the value of the accumulation unit at the beginning of the
period. This performance number reflects the deduction of the Separate Account
product charges (including death benefit rider charges) and the investment
portfolio expenses. It does not reflect the deduction of any applicable account
fee, withdrawal charge, GMIB, GWB or GMAB rider charge. The deduction of these
charges would reduce the percentage increase or make greater any percentage
decrease. Any advertisement will also include total return figures which
reflect the deduction of the Separate Account product charges (including death
benefit rider charges), account fee, withdrawal charges, GMIB, GWB or GMAB
rider charge and the investment portfolio expenses.
For periods starting prior to the date the contract was first offered, the
performance will be based on the historical performance of the corresponding
investment portfolios for the periods commencing from the date on which the
particular investment portfolio was made available through the Separate
Account.
In addition, the performance for the investment portfolio(s) may be shown for
the period commencing from the inception date of the investment portfolio.
These figures should not be interpreted to reflect actual historical
performance of the Separate Account.
41
We may, from time to time, include in our advertising and sales materials
performance information for funds or investment accounts related to the
investment portfolio(s) and/or their investment advisers or subadvisers. Such
related performance information also may reflect the deduction of certain
contract charges. We may also include in our advertising and sales materials
tax deferred compounding charts and other hypothetical illustrations, which may
include comparisons of currently taxable and tax deferred investment programs,
based on selected tax brackets.
We may advertise the GMIB, GWB or GMAB riders using illustrations showing how
the benefit works with historical performance of specific investment portfolios
or with a hypothetical rate of return (which rate will not exceed 12%) or a
combination of historical and hypothetical returns. These illustrations will
reflect the deduction of all applicable charges including the portfolio
expenses of the underlying investment portfolios.
You should know that for any performance we illustrate, future performance will
vary and results shown are not necessarily representative of future results.
9. DEATH BENEFIT
UPON YOUR DEATH
If you die during the accumulation phase, we will pay a death benefit to your
beneficiary(ies). The Principal Protection is the standard death benefit for
your contract. At the time you purchase the contract, you can select the
optional Annual Step-Up death benefit rider or the Compounded-Plus death
benefit rider and you can also select the Additional Death Benefit - Earnings
Preservation Benefit. If you are 80 years old or older at the effective date of
your contract, you are not eligible to select these optional death benefit
riders. The death benefits are described below. Check your contract and riders
for the specific provisions applicable. One or more optional death benefits may
not be available in your state (check with your registered representative
regarding availability). The death benefit is determined as of the end of the
business day on which we receive both due proof of death and an election for
the payment method. Where there are multiple beneficiaries, the death benefit
will only be determined as of the time the first beneficiary submits the
necessary documentation in good order.
If you have a joint owner, the death benefit will be paid when the first owner
dies. Upon the death of either owner, the surviving joint owner will be the
primary beneficiary. Any other beneficiary designation will be treated as a
contingent beneficiary, unless instructed otherwise.
If a non-natural person owns the contract, the annuitant will be deemed to be
the owner in determining the death benefit. If there are joint owners, the age
of the oldest owner will be used to determine the death benefit amount.
For purposes of calculating the death benefits, purchase payments do not
include Purchase Payment Credits.
STANDARD DEATH BENEFIT - PRINCIPAL PROTECTION
The death benefit will be the greater of:
(1) the account value; or
(2) total purchase payments, reduced proportionately by the percentage
reduction in account value attributable to each partial withdrawal.
If the owner is a natural person and the owner is changed to someone other than
a spouse, the death benefit amount will be determined as defined above;
however, subsection (2) will be changed to provide as follows: "the account
value as of the effective date of the change of owner, increased by purchase
payments received after the date of the change of owner, reduced
proportionately by the percentage reduction in account value attributable to
each partial withdrawal made after such date."
In the event that a beneficiary who is the spouse of the owner elects to
continue the contract in his or her name after the owner dies, the death
benefit amount will be determined in accordance with (1) or (2) above.
OPTIONAL DEATH BENEFIT - ANNUAL STEP-UP
If you select the Annual Step-Up death benefit rider, the death benefit will be
the greatest of:
(1) the account value; or
(2) total purchase payments, reduced proportionately by the percentage
reduction in account value attributable to each partial withdrawal; or
(3) the highest anniversary value, as defined below.
On the date we issue your contract, the highest anniversary value is equal to
your initial purchase payment. Thereafter, the highest anniversary value (as
recalculated) will be increased by subsequent purchase payments and reduced
proportionately by the percentage reduction in account value attributable to
each subsequent partial withdrawal. On each contract anniversary prior to your
81st birthday,
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the highest anniversary value will be recalculated and set equal to the greater
of the highest anniversary value before the recalculation or the account value
on the date of the recalculation.
If the owner is a natural person and the owner is changed to someone other than
a spouse, the death benefit is equal to the greatest of (1), (2) or (3);
however, for purposes of calculating (2) and (3) above:
o Subsection (2) is changed to provide: "The account value as of the effective
date of the change of owner, increased by purchase payments received after
the date of change of owner, and reduced proportionately by the percentage
reduction in account value attributable to each partial withdrawal made
after such date"; and
o for subsection (3), the highest anniversary value will be recalculated to
equal your account value as of the effective date of the change of owner.
In the event that a beneficiary who is the spouse of the owner elects to
continue the contract in his or her name after the owner dies, the death
benefit is equal to the greatest of (1), (2) or (3).
OPTIONAL DEATH BENEFIT - COMPOUNDED-PLUS
If you select the Compounded-Plus death benefit rider, the death benefit will
be the greater of:
(1) the account value; or
(2) the enhanced death benefit.
The enhanced death benefit is the greater of (a) or (b) below:
(a) Highest Anniversary Value: On the date we issue your contract, the
highest anniversary value is equal to your initial purchase payment.
Thereafter, the highest anniversary value (as recalculated) will be
increased by subsequent purchase payments and reduced proportionately
by the percentage reduction in account value attributable to each
subsequent partial withdrawal. On each contract anniversary prior to
your 81st birthday, the highest anniversary value will be
recalculated and set equal to the greater of the highest anniversary
value before the recalculation or the account value on the date of
the recalculation.
(b) Annual Increase Amount: On the date we issue your contract, the
annual increase amount is equal to your initial purchase payment.
Thereafter, the annual increase amount is equal to (i) less (ii),
where:
(i) is purchase payments accumulated at the annual increase rate.
The annual increase rate is 5% per year through the contract
anniversary immediately prior to your 81st birthday, and 0% per
year thereafter; and
(ii) is withdrawal adjustments accumulated at the annual increase
rate. A withdrawal adjustment is equal to the value of the
annual increase amount immediately prior to a withdrawal
multiplied by the percentage reduction in account value
attributable to that partial withdrawal.
If the owner is a natural person and the owner is changed to someone other than
a spouse, the death benefit is equal to the greatest of (1) or (2); however,
for purposes of calculating the enhanced death benefit under (2) above:
(a) for the highest anniversary value, the highest anniversary value
will be recalculated to equal your account value as of the effective
date of the owner change; and
(b) for the annual increase amount, the current annual increase amount
will be reset to equal your account value as of the effective date of
the owner change. For purposes of the calculation of the annual
increase amount thereafter, the account value on the effective date
of the owner change will be treated as the initial purchase payment
and purchase payments received and partial withdrawals taken prior to
the change of owner will not be taken into account.
In the event that a beneficiary who is the spouse of the owner elects to
continue the contract in his or her name after the owner dies, the death
benefit amount is equal to the greater of (1) or (2).
ADDITIONAL DEATH BENEFIT - EARNINGS PRESERVATION BENEFIT
The Additional Death Benefit - Earnings Preservation Benefit pays an additional
death benefit that is intended to help pay part of the income taxes due at the
time of death of the owner or joint owner. The benefit is only available up
through age 79 (on the contract issue date). In certain
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situations, this benefit may not be available for qualified plans (check with
your registered representative for details).
Before the contract anniversary immediately prior to your 81st birthday, the
additional death benefit is equal to the "benefit percentage" (determined in
accordance with the table below) times the result of (a) - (b), where:
(a) is the death benefit under your contract; and
(b) is total purchase payments not withdrawn. For purposes of calculating
this value, partial withdrawals are first applied against earnings in the
contract, and then against purchase payments not withdrawn.
On or after the contract anniversary immediately prior to your 81st birthday,
the additional death benefit is equal to the "benefit percentage" (determined
in accordance with the table below) times the result of (a) - (b), where:
(a) is the death benefit on the contract anniversary immediately prior to
your 81st birthday, increased by subsequent purchase payments and reduced
proportionately by the percentage reduction in account value attributable
to each subsequent partial withdrawal; and
(b) is total purchase payments not withdrawn. For purposes of calculating
this value, partial withdrawals are first applied against earnings in the
contract, and then against purchase payments not withdrawn.
[Download Table]
Benefit Percentage
Issue Age Percentage
----------------------------- -----------
Ages 69 or younger 40%
Ages 70-79 25%
Age 80 0%
If the owner is a natural person and the owner is changed to someone other than
a spouse, the additional death benefit is as defined above; however, for the
purposes of calculating subsection (b) above "total purchase payments not
withdrawn" will be reset to equal the account value as of the effective date of
the owner change, and purchase payments received and partial withdrawals taken
prior to the change of owner will not be taken into account.
In the event that a beneficiary who is the spouse of the owner elects to
continue the contract in his or her name after the owner dies, the additional
death benefit will be determined and payable upon receipt of due proof of death
of the first spousal beneficiary. Alternatively, the spousal beneficiary may
elect to have the additional death benefit determined and added to the account
value upon the election, in which case the additional death benefit rider will
terminate (and the corresponding death benefit rider charge will also
terminate).
GENERAL DEATH BENEFIT PROVISIONS
The death benefit amount remains in the Separate Account until distribution
begins. From the time the death benefit is determined until complete
distribution is made, any amount in the Separate Account will continue to be
subject to investment risk. This risk is borne by the beneficiary.
A beneficiary must elect the death benefit to be paid under one of the payment
options (unless the owner has previously made the election). The entire death
benefit must be paid within 5 years of the date of death unless the beneficiary
elects to have the death benefit payable under an annuity option. The death
benefit payable under an annuity option must be paid over the beneficiary's
lifetime or for a period not extending beyond the beneficiary's life
expectancy. Payment must begin within one year of the date of death. We may
also offer a payment option under which your beneficiary may receive payments,
over a period not extending beyond his or her life expectancy, under a method
of distribution similar to the distribution of required minimum distributions
from Individual Retirement Accounts.
There are comparable rules for distributions on the death of the annuitant
under tax qualified plans. As noted, we may offer a payment option under which
your beneficiary may receive payments over a period not extending beyond his or
her life expectancy under a method of distribution similar to the distribution
of required minimum distributions from Individual Retirement Accounts. For tax
qualified plans, if this option is elected, we will issue a new contract to
your beneficiary in order to facilitate the distribution of payments. Your
beneficiary may choose any optional death benefit available under the new
contract, but certain other contract provisions and programs will not be
available. Upon the death of your beneficiary, the death benefit would be
required to be distributed to your beneficiary's beneficiary at least as
rapidly as under the method of distribution in effect at the time of your
beneficiary's death. Moreover, if the beneficiary under a tax qualified
contract is the annuitant's spouse, the tax law also generally allows
distributions to begin by the year in which the annuitant would have reached
701/2 (which may
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be more or less than five years after the annuitant's death). (See "Federal
Income Tax Status.")
If a lump sum payment is elected and all the necessary requirements are met,
the payment will be made within 7 days. Payment to the beneficiary under an
annuity option may only be elected during the 60 day period beginning with the
date we receive due proof of death. If we do not receive an election during
such time, we will make a single sum payment to the beneficiary at the end of
the 60 day period.
If the owner or a joint owner, who is not the annuitant, dies during the income
phase, any remaining payments under the annuity option elected will continue at
least as rapidly as under the method of distribution in effect at the time of
the owner's death. Upon the death of the owner or a joint owner during the
income phase, the beneficiary becomes the owner.
SPOUSAL CONTINUATION
If the primary beneficiary is the spouse of the owner, upon the owner's death,
the beneficiary may elect to continue the contract in his or her own name. Upon
such election, the account value will be adjusted upward (but not downward) to
an amount equal to the death benefit amount determined upon such election and
receipt of due proof of death of the owner. Any excess of the death benefit
amount over the account value will be allocated to each applicable investment
portfolio and/or the fixed account in the ratio that the account value in the
investment portfolio and/or the fixed account bears to the total account value.
Spousal continuation will not satisfy minimum required distribution rules for
tax qualified contracts other than IRAs.
DEATH OF THE ANNUITANT
If the annuitant, not an owner or joint owner, dies during the accumulation
phase, you automatically become the annuitant. You can select a new annuitant
if you do not want to be the annuitant (subject to our then current
underwriting standards). However, if the owner is a non- natural person (for
example, a corporation), then the death of the primary annuitant will be
treated as the death of the owner, and a new annuitant may not be named.
Upon the death of the annuitant after annuity payments begin, the death
benefit, if any, will be as provided for in the annuity option selected. Death
benefits will be paid at least as rapidly as under the method of distribution
in effect at the annuitant's death.
CONTROLLED PAYOUT
You may elect to have the death benefit proceeds paid to your beneficiary in
the form of annuity payments for life or over a period of time that does not
exceed your beneficiary's life expectancy. This election must be in writing in
a form acceptable to us. You may revoke the election only in writing and only
in a form acceptable to us. Upon your death, the beneficiary cannot revoke or
modify your election.
10. FEDERAL INCOME TAX STATUS
The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No
attempt is made to consider any applicable state tax or other tax laws, or to
address any state and local estate, inheritance and other tax consequences of
ownership or receipt of distributions under a contract.
When you invest in an annuity contract, you usually do not pay taxes on your
investment gains until you withdraw the money, generally for retirement
purposes. If you invest in an annuity contract as part of an individual
retirement plan, pension plan or employer-sponsored retirement program, your
contract is called a "Qualified Contract." The tax rules applicable to
Qualified Contracts vary according to the type of retirement plan and the terms
and conditions of the plan. You should note that for any Qualified Contract,
the tax deferred accrual feature is provided by the tax qualified retirement
plan, and as a result there should be reasons other than tax deferral for
acquiring the contract within a qualified plan.
If your annuity is independent of any formal retirement or pension plan, it is
termed a "Non-Qualified Contract."
Under current federal income tax law, the taxable portion of distributions
under variable annuity contracts and qualified plans (including IRAs) is not
eligible for the reduced tax rate applicable to long-term capital gains and
qualifying dividends.
TAXATION OF NON-QUALIFIED CONTRACTS
NON-NATURAL PERSON. If a non-natural person (e.g., a corporation or a trust)
owns a Non-Qualified Contract, the taxpayer generally must include in income
any increase in the excess of the account value over the investment in the
contract (generally, the premiums or other consideration
45
paid for the contract) during the taxable year. There are some exceptions to
this rule and a prospective owner that is not a natural person should discuss
these with a tax adviser.
The following discussion generally applies to Non-Qualified Contracts owned by
natural persons.
WITHDRAWALS. When a withdrawal from a Non-Qualified Contract occurs, the amount
received will be treated as ordinary income subject to tax up to an amount
equal to the excess (if any) of the account value immediately before the
distribution over the owner's investment in the contract (generally, the
premiums or other consideration paid for the contract, reduced by any amount
previously distributed from the contract that was not subject to tax) at that
time. In the case of a surrender under a Non-Qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the owner's
investment in the contract.
In the case of a withdrawal under a Qualified Contract, a ratable portion of
the amount received is taxable, generally based on the ratio of the "investment
in the contract" to the individual's total account balance or accrued benefit
under the retirement plan. The "investment in the contract" generally equals
the amount of any non-deductible purchase payments paid by or on behalf of any
individual. In many cases, the "investment in the contract" under a Qualified
Contract can be zero.
It is conceivable that charges for certain benefits under a variable contract
may be considered as deemed distributions subject to immediate taxation.
Consult your tax adviser.
ADDITIONAL PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution
(or a deemed distribution) from a Non-Qualified Contract, there may be imposed
a federal tax penalty equal to 10% of the amount treated as income. In general,
however, there is no penalty on distributions:
o made on or after the taxpayer reaches age 591/2;
o made on or after the death of an owner;
o attributable to the taxpayer's becoming disabled;
o made as part of a series of substantially equal periodic payment (at least
annually) for the life (or life expectancy) of the taxpayer or the joint
lives (or joint life expectancies) of the taxpayer and his or her
designated beneficiary; or
o under certain immediate income annuities providing for substantially equal
payments made at least annually.
Other exceptions may be applicable under certain circumstances and special
rules may be applicable in connection with the exceptions enumerated above.
Also, additional exceptions apply to distributions from a Qualified Contract.
You should consult a tax adviser with regard to exceptions from the penalty
tax.
ANNUITY PAYMENTS. Although tax consequences may vary depending on the payout
option elected under an annuity contract, a portion of each annuity payment is
generally not taxed and the remainder is taxed as ordinary income. The
non-taxable portion of any annuity payment is generally determined in a manner
that is designed to allow you to recover your investment in the contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the contract
has been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income. In general, the amount of each payment under
a variable annuity payment option that can be excluded from federal income tax
is the remaining after-tax cost in the amount annuitized at the time such
payments commence, divided by the number of expected payments, subject to
certain adjustments. No deduction is permitted for any excess of such
excludable amount for a year over the annuity payments actually received in
that year. However, you may elect to increase the excludable amount
attributable to future years by a ratable portion of such excess. Consult your
tax advisor as to how to make such election and also as to how to treat the
loss due to any unrecovered investment in the contract when the income stream
is terminated. Once the investment in the contract has been recovered through
the use of the excludable amount, the entire amount of all future payments are
includable in taxable income.
The IRS has not furnished explicit guidance as to how the excludable amount is
to be determined each year under variable income annuities that permit
transfers between the fixed account and variable investment portfolios, as well
as transfers between investment portfolios after the annuity starting date.
Consult your own tax adviser.
TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Non-Qualified Contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of the recipient as
follows: (i) if distributed in a lump sum, they are taxed in the same manner as
a surrender of the contract, or (ii) if
46
distributed under a payout option, they are taxed in the same way as annuity
payments.
See the Statement of Additional Information as well as "Death Benefit - General
Death Benefit Provisions" in this prospectus for a general discussion on the
federal income tax rules applicable to how death benefits must be distributed.
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT. Where otherwise permitted
under the terms of the contract, a transfer or assignment of ownership of a
Non-Qualified Contract, the designation or change of an annuitant, the
selection of certain maturity dates, or the exchange of a contract may result
in certain adverse tax consequences to you that are not discussed herein. An
owner contemplating any such transfer, assignment, exchange or event should
consult a tax adviser as to the tax consequences.
WITHHOLDING. Annuity distributions are generally subject to withholding for the
recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.
MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same owner during any calendar year are
treated as one annuity contract for purposes of determining the amount
includible in such owner's income when a taxable distribution occurs.
FURTHER INFORMATION. We believe that the contracts will qualify as annuity
contracts for federal income tax purposes and the above discussion is based on
that assumption. Further details can be found in the Statement of Additional
Information under the heading "Tax Status of the Contracts."
TAXATION OF QUALIFIED CONTRACTS
The tax rules applicable to Qualified Contracts vary according to the type of
retirement plan and the terms and conditions of the plan. Your rights under a
Qualified Contract may be subject to the terms of the retirement plan itself,
regardless of the terms of the Qualified Contract. Adverse tax consequences may
result if you do not ensure that contributions, distributions and other
transactions with respect to the contract comply with the law.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS). IRAs, as defined in Section 408 of the
Internal Revenue Code (Code), permit individuals to make annual contributions
of up to the lesser of the applicable dollar amount for the year (for 2005,
$4,000 plus, for an owner age 50 or older, $500) or the amount of compensation
includible in the individual's gross income for the year. The contributions may
be deductible in whole or in part, depending on the individual's income.
Distributions from certain retirement plans may be "rolled over" into an IRA on
a tax-deferred basis without regard to these limits. Amounts in the IRA (other
than non-deductible contributions) are taxed when distributed from the IRA. A
10% penalty tax generally applies to distributions made before age 591/2,
unless an exception applies. The Internal Revenue Service (IRS) has approved
the forms of the IRA and SIMPLE IRA endorsements, when used with the contract
and its riders. To date the IRS has not addressed in a ruling of general
applicability whether a death benefit provision such as the optional death
benefit riders in the contract comports with IRA qualification requirements.
The IRS could conceivably take the position that the offering of death benefits
in excess of the greater of (a) account balance or (b) return of premium
(adjusted for prior distributions) adversely affects the qualification of the
contract as an IRA. Disqualification of the contract as an IRA could result in
the immediate taxation of amounts held in the contract and the imposition of
penalty taxes. Consult a tax adviser before electing an optional death benefit
rider with an IRA.
SIMPLE IRA. A SIMPLE IRA permits certain small employers to establish SIMPLE
plans as provided by Section 408(p) of the Code, under which employees may
elect to defer to a SIMPLE IRA a percentage of compensation up to $10,000 for
2005. The sponsoring employer is generally required to make matching or
non-elective contributions on behalf of employees. Distributions from SIMPLE
IRA's are subject to the same restrictions that apply to IRA distributions and
are taxed as ordinary income. Subject to certain exceptions, premature
distributions prior to age 591/2 are subject to a 10% penalty tax, which is
increased to 25% if the distribution occurs within the first two years after
the commencement of the employee's participation in the plan.
ROTH IRA. A Roth IRA, as described in Code section 408A, permits certain
eligible individuals to make non-deductible contributions to a Roth IRA in cash
or as a rollover or transfer from another Roth IRA or other IRA. A rollover
from or conversion of an IRA to a Roth IRA is generally subject to tax, and
other special rules apply. The owner may wish to consult a tax adviser before
combining any converted amounts with any other Roth IRA contributions,
including any other conversion amounts
47
from other tax years. Distributions from a Roth IRA generally are not taxed,
except that, once aggregate distributions exceed contributions to the Roth IRA,
income tax and a 10% penalty tax may apply to distributions made (1) before age
591/2 (subject to certain exceptions) or (2) during the five taxable years
starting with the year in which the first contribution is made to any Roth IRA.
A 10% penalty tax may apply to amounts attributable to a conversion from an IRA
if they are distributed during the five taxable years beginning with the year
in which the conversion was made.
PENSION PLANS. Corporate pension and profit-sharing plans under Section 401(a)
of the Code allow corporate employers to establish various types of retirement
plans for employees, and self-employed individuals to establish qualified plans
for themselves and their employees. Adverse tax consequences to the retirement
plan, the participant or both may result if the contract is transferred to any
individual as a means to provide benefit payments, unless the plan complies
with all the requirements applicable to such benefits prior to transferring the
contract. The contracts includes optional death benefits that in some cases may
exceed the greater of the premium payments or the account value.
TAX SHELTERED ANNUITIES. Tax Sheltered Annuities (TSA) that qualify under
section 403(b) of the Code allow employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a contract that will provide an
annuity for the employee's retirement. These premium payments may be subject to
FICA (social security) tax. Distributions of (1) salary reduction contributions
made in years beginning after December 31, 1988; (2) earnings on those
contributions; and (3) earnings on amounts held as of the last year beginning
before January 1, 1989, are not allowed prior to age 591/2, severance from
employment, death or disability. Salary reduction contributions may also be
distributed upon hardship, but would generally be subject to penalties.
Proposed income tax regulations issued in November 2004, would require certain
fundamental changes to these arrangements including (a) a requirement that
there be a written plan document in addition to the annuity contract (or
section 403(b)(7) custodial account), (b) significant restrictions on the
ability of participants to direct proceeds between 403(b) annuity contracts and
(c) new restrictions on withdrawals of amounts attributable to contributions
other than elective deferrals.
The proposed regulations will generally not be effective until taxable years
beginning after December 31, 2005, at the earliest; and may not be relied on
until issued in final form. However, certain aspects, including a proposed
prohibition on use of life insurance under section 403(b) arrangements and
rules affecting payroll taxes on certain types of contributions are currently
effective unless revised or revoked in final form.
SECTION 457(B) PLANS. An eligible 457(b) plan, while not actually a qualified
plan as that term is normally used, provides for certain eligible deferred
compensation plans with respect to service for state governments, local
governments, political subdivisions, agencies, instrumentalities and certain
affiliates of such entities, and tax exempt organizations. The contract can be
used with such plans. Under such plans a participant may specify the form of
investment in which his or her participation will be made. Under a
non-governmental plan, which must be a tax-exempt entity under section 501(c)
of the Code, all such investments, however, are owned by and are subject to,
the claims of the general creditors of the sponsoring employer. In general, all
amounts received under a non-governmental section 457(b) plan are taxable and
are subject to federal income tax withholding as wages.
SEPARATE ACCOUNT CHARGES FOR DEATH BENEFITS. For contracts purchased under
section 401(a) plans or 403(b) plans, certain death benefits could conceivably
be characterized as an incidental benefit, the amount of which is limited in
any pension or profit-sharing plan. Because the death benefits, in certain
cases, may exceed this limitation employers using the contract in connection
with such plans should consult their tax adviser. Additionally, it is
conceivable that the explicit charges for, or the amount of the mortality and
expense charges allocable to, such benefits may be considered taxable
distributions.
OTHER TAX ISSUES. Qualified Contracts (including contracts under section 457(b)
plans) have minimum distribution rules that govern the timing and amount of
distributions. You should refer to your retirement plan, adoption agreement, or
consult a tax adviser for more information about these distribution rules.
Failure to meet such rules generally results in the imposition of a 50% excise
tax on the amount that should have been, but was not, distributed.
Final income tax regulations regarding minimum distribution requirements were
released in June 2004. These regulations affect both deferred and income
48
annuities. Under these new rules, effective with respect to minimum
distributions required for the 2006 distribution year, in general, the value of
all benefits under a deferred annuity (including death benefits in excess of
account value, as well as all living benefits) must be added to the account
value in computing the amount required to be distributed over the applicable
period.
The final required minimum distribution regulations permit income payments to
increase due to "actuarial gain" which includes the investment performance of
the underlying assets, as well as changes in actuarial factors and assumptions
under certain conditions. Additionally, withdrawals may also be permitted under
certain conditions. The new rules are not entirely clear, and you should
consult with your own tax adviser to determine whether your variable income
annuity will satisfy these rules for your own situation.
Distributions from Qualified Contracts generally are subject to withholding for
the owner's federal income tax liability. The withholding rate varies according
to the type of distribution and the owner's tax status. The owner will be
provided the opportunity to elect not to have tax withheld from distributions.
"Eligible rollover distributions" from section 401(a), 403(a), 403(b), and
governmental section 457(b) plans are subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is any distribution to an
employee (or employee's spouse or former spouse as beneficiary or alternate
payee) from such a plan, except certain distributions such as distributions
required by the Code, distributions in a specified annuity form or hardship
distributions. The 20% withholding does not apply, however, if the employee
chooses a "direct rollover" from the plan to a tax-qualified plan, IRA or tax
sheltered annuity or to a governmental 457(b) plan that agrees to separately
account for rollover contributions. Effective March 28, 2005, certain mandatory
distributions made to participants in an amount in excess of $1,000 must be
rolled over to an IRA designated by the Plan, unless the participant elects to
receive it in cash or roll it over to a different IRA or eligible retirement
plan of his or her own choosing. General transitional rules apply as to when
plans have to be amended. Special effective date rules apply for governmental
plans and church plans.
COMMUTATION FEATURES UNDER ANNUITY PAYMENT OPTIONS. Please be advised that the
tax consquences resulting from the election of an annuity payment option
containing a commutation feature is uncertain and the IRS may determine that
the taxable amount of annuity payments and withdrawals received for any year
could be greater than or less than the taxable amount reported by us. The
exercise of the commutation feature also may result in adverse tax consequences
including:
o The imposition of a 10% penalty tax on the taxable amount of the commuted
value, if the taxpayer has not attained age 591/2 at the time the
withdrawal is made. This 10% penalty tax is in addition to the ordinary
income tax on the taxable amount of the commuted value.
o The retroactive imposition of the 10% penalty tax on annuity payments
received prior to the taxpayer attaining age 591/2.
o The possibility that the exercise of the commutation feature could adversely
affect the amount excluded from federal income tax under any annuity
payments made after such commutation.
A payee should consult with his or her own tax advisor prior to electing to
annuitize the contract and prior to exercising any commutation feature under an
annuity payment option.
FEDERAL ESTATE TAXES. While no attempt is being made to discuss the federal
estate tax implications of the contract, you should keep in mind that the value
of an annuity contract owned by a decedent and payable to a beneficiary by
virtue of surviving the decedent is included in the decedent's gross estate.
Depending on the terms of the annuity contract, the value of the annuity
included in the gross estate may be the value of the lump sum payment payable
to the designated beneficiary or the actuarial value of the payments to be
received by the beneficiary. Consult an estate planning advisor for more
information.
GENERATION-SKIPPING TRANSFER TAX. Under certain circumstances, the Code may
impose a "generation-skipping transfer tax" when all or part of an annuity
contract is transferred to, or a death benefit is paid to, an individual two or
more generations younger than the contract owner. Regulations issued under the
Code may require us to deduct the tax from your contract, or from any
applicable payment, and pay it directly to the IRS.
ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS. The
discussion above provides general information regarding U.S. federal income tax
49
consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
the U.S. federal withholding tax on taxable distributions from annuity
contracts at a 30% rate, unless a lower treaty rate applies. In addition,
purchasers may be subject to state and/or municipal taxes and taxes that may be
imposed by the purchaser's country of citizenship or residence. Prospective
purchasers are advised to consult with a qualified tax adviser regarding U.S.,
state, and foreign taxation with respect to an annuity contract purchase.
FOREIGN TAX CREDITS
To the extent permitted under the federal income tax law, we may claim the
benefit of certain foreign tax credits attributable to taxes paid by certain of
the investment portfolios to foreign jurisdictions.
POSSIBLE TAX LAW CHANGES
Although the likelihood of legislative changes is uncertain, there is always
the possibility that the tax treatment of the contract could change by
legislation or otherwise. Consult a tax adviser with respect to legislative
developments and their effect on the contract.
We have the right to modify the contract in response to legislative changes
that could otherwise diminish the favorable tax treatment that annuity contract
owners currently receive. We make no guarantee regarding the tax status of the
contract and do not intend the above discussion as tax advice.
11. OTHER INFORMATION
METLIFE INVESTORS USA
MetLife Investors USA Insurance Company (MetLife Investors USA) is a stock life
insurance company founded on September 13, 1960, and organized under the laws
of the State of Delaware. Its principal executive offices are located at 22
Corporate Plaza Drive, Newport Beach, California 92660. MetLife Investors USA
is authorized to transact the business of life insurance, including annuities,
and is currently licensed to do business in all states (except New York), the
District of Columbia and Puerto Rico. MetLife Investors USA is a wholly-owned
subsidiary of MetLife Investors Group, Inc. ("MLIG"). We changed our name to
MetLife Investors USA Insurance Company on February 12, 2001. On December 31,
2002, MetLife Investors USA became an indirect subsidiary of MetLife, Inc.
(MetLife), a listed company on the New York Stock Exchange. MetLife is a
leading provider of insurance and financial products and services to individual
and group customers.
We are a member of the Insurance Marketplace Standards Association ("IMSA").
Companies that belong to IMSA subscribe to a set of ethical standards covering
the various aspects of sales and service for individually sold life insurance
and annuities.
THE SEPARATE ACCOUNT
We have established a SEPARATE ACCOUNT, MetLife Investors USA Separate Account
A (Separate Account), to hold the assets that underlie the contracts. Our Board
of Directors adopted a resolution to establish the Separate Account under
Delaware insurance law on May 29, 1980. We have registered the Separate Account
with the Securities and Exchange Commission as a unit investment trust under
the Investment Company Act of 1940. The Separate Account is divided into
subaccounts.
The assets of the Separate Account are held in our name on behalf of the
Separate Account and legally belong to us. However, those assets that underlie
the contracts, are not chargeable with liabilities arising out of any other
business we may conduct. All the income, gains and losses (realized or
unrealized) resulting from these assets are credited to or charged against the
contracts and not against any other contracts we may issue.
We reserve the right to transfer assets of the Separate Account to another
account, and to modify the structure or operation of the Separate Account,
subject to necessary regulatory approvals. If we do so, we guarantee that the
modification will not affect your account value.
DISTRIBUTOR
We have entered into a distribution agreement with our affiliate, MetLife
Investors Distribution Company ("Distributor"), 22 Corporate Plaza Drive,
Newport Beach, CA 92660, for the distribution of the contracts. We and
Distributor have entered into selling agreements with other broker-dealers
("selling firms") for the sale of the contracts. We pay compensation to
Distributor for sales of the contracts by selling firms. We also pay amounts to
Distributor that may be used for its operating and other expenses, including
the following sales expenses: compensation and bonuses for the Distributor's
management team, advertising expenses, and other expenses of distributing the
contracts. Distributor's management team also may be eligible for non-cash
50
compensation items that we may provide jointly with Distributor. Non-cash items
include conferences, seminars and trips (including travel, lodging and meals in
connection therewith), entertainment, merchandise and other similar items.
The sales representatives and managers of our affiliates may be eligible for
additional cash compensation such as bonuses, stock options, training
allowances, supplemental salary, payments based on a percentage of the
contract's account value, financing arrangements, medical and other insurance
benefits, retirement benefits and other benefits. The amount of this additional
compensation is based primarily on the amount of proprietary products sold.
Proprietary products are products issued by MetLife Investors USA and its
affiliates. Sales representatives of affiliates must meet a minimum level of
sales of proprietary products in order to maintain their eligibility for the
additional cash compensation. Sales representatives and managers of our
affiliates are also eligible for various non-cash compensation programs that we
offer such as conferences, trips, prizes and awards.
Other payments may be made for other services that do not directly involve the
sale of products. These services may include the recruitment and training of
personnel, production of promotional literature and similar services.
All of the investment portfolios make payments to Distributor under their
distribution plans in consideration of services provided and expenses incurred
by Distributor in distributing shares of the investment portfolios. (See "Fee
Tables and Examples - Investment Portfolio Expenses" and the fund
prospectuses.) These payments range from 0.15% to 0.25% of Separate Account
assets invested in the particular investment portfolio.
SELLING FIRMS
The Distributor, and in certain cases, we, have entered into selling agreements
with selling firms for the sale of the contracts. All selling firms receive
commissions, and they may receive some form of non-cash compensation. A group
of selected selling firms receive additional compensation, which may include
marketing allowances, introduction fees, persistency payments, preferred status
fees and industry conference fees. These commissions and other incentives or
payments are not charged directly to contract owners or the Separate Account.
We intend to recoup commissions and other sales expenses through fees and
charges deducted under the contract or from the general account of the Company.
A portion of the payments made to selling firms may be passed on to their
account representatives in accordance with their internal compensation
programs. Those programs may also include other types of cash and non-cash
compensation and other benefits.
COMPENSATION PAID TO ALL SELLING FIRMS. We and Distributor pay compensation to
all selling firms in the form of commissions and may provide certain types of
non-cash compensation. The maximum commission payable for contract sales and
additional purchase payments by selling firms is 8% of purchase payments. Some
selling firms may elect to receive a lower commission when a purchase payment
is made, along with annual trail commissions up to 1.20% of account value (less
purchase payments received within the previous 12 months) for so long as the
contract remains in effect or as agreed in the selling agreement. We also pay
commissions when a contract owner elects to begin receiving regular income
payments (referred to as annuity payments). (See "Annuity Payments - The Income
Phase.") Distributor may also provide non-cash compensation items that we may
provide jointly with Distributor. Non-cash items include expenses for
conference or seminar trips and certain gifts.
ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS. We and Distributor may pay
additional compensation to selected selling firms, including marketing
allowances, introduction fees, persistency payments, preferred status fees and
industry conference fees. Marketing allowances are periodic payments to certain
selling firms based on cumulative periodic (usually quarterly) sales of our
variable insurance contracts (including the contracts). Introduction fees are
payments to selling firms in connection with the addition of our products to
the selling firm's line of investment products, including expenses relating to
establishing the data communications systems necessary for the selling firm to
offer, sell and administer our products. Persistency payments are periodic
payments based on account values of our variable insurance contracts (including
account values of the contracts) or other persistency standards. Preferred
status fees are paid to obtain preferred treatment of the contracts in selling
firms' marketing programs, which may include marketing services, participation
in marketing meetings, listings in data resources and increased access to their
sales representatives. Industry conference fees are amounts paid to cover in
part the costs associated with
51
sales conferences and educational seminars for selling firms' sales
representatives.
The additional types of compensation discussed above are not offered to all
selling firms. The terms of any particular agreement governing compensation may
vary among selling firms and the amounts may be significant. The prospect of
receiving, or the receipt of, additional compensation as described above may
provide selling firms and/or their sales representatives with an incentive to
favor sales of the contracts over other variable annuity contracts (or other
investments) with respect to which selling firm does not receive additional
compensation, or lower levels of additional compensation. You may wish to take
such payment arrangements into account when considering and evaluating any
recommendation relating to the contracts. For more information about any such
arrangements, ask your sales representative for further information about what
your sales representative and the selling firm for which he or she works may
receive in connection with your purchase of a contract. (See the Statement of
Additional Information - "Distribution" for a list of selling firms that
received compensation during 2004, as well as the range of additional
compensation paid.)
REQUESTS AND ELECTIONS
We will treat your request for a contract transaction, or your submission of a
purchase payment, as received by us if we receive a request conforming to our
administrative procedures or a payment at our Annuity Service Center before the
close of regular trading on the New York Stock Exchange on that day. We will
treat your submission of a purchase payment as received by us if we receive a
payment at our Annuity Service Center (or a designee receives a payment in
accordance with the designee's administrative procedures) before the close of
regular trading on the New York Stock Exchange on that day. If we receive the
request, or if we (or our designee) receive the payment, after the close of
trading on the New York Stock Exchange on that day, or if the New York Stock
Exchange is not open that day, then the request or payment will be treated as
received on the next day when the New York Stock Exchange is open. Our Annuity
Service Center is located at P.O. Box 10366, Des Moines, IA 50306-0366.
Requests for service may be made:
o Through your registered representative
o By telephone at 1-800-343-8496, between the hours of 7:30AM and 5:30PM
Central Time Monday through Thursday and 7:30AM and 5:00PM Central Time on
Friday
o In writing to our Annuity Service Center
o By fax at (515) 457-4400 or
o By Internet at www.metlifeinvestors.com
All other requests must be in written form, satisfactory to us.
We will use reasonable procedures such as requiring certain identifying
information, tape recording the telephone instructions, and providing written
confirmation of the transaction, in order to confirm that instructions
communicated by telephone, fax, Internet or other means are genuine. Any
telephone, fax or Internet instructions reasonably believed by us to be genuine
will be your responsibility, including losses arising from any errors in the
communication of instructions. As a result of this policy, you will bear the
risk of loss. If we do not employ reasonable procedures to confirm that
instructions communicated by telephone, fax or Internet are genuine, we may be
liable for any losses due to unauthorized or fraudulent transactions. All other
requests and elections under your contract must be in writing signed by the
proper party, must include any necessary documentation and must be received at
our Annuity Service Center to be effective. If acceptable to us, requests or
elections relating to beneficiaries and ownership will take effect as of the
date signed unless we have already acted in reliance on the prior status. We
are not responsible for the validity of any written request or action.
Telephone and computer systems may not always be available. Any telephone or
computer system, whether it is yours, your service provider's, your agent's, or
ours, can experience outages or slowdowns for a variety of reasons. These
outages or slowdowns may delay or prevent our processing of your request.
Although we have taken precautions to help our systems handle heavy use, we
cannot promise complete reliability under all circumstances. If you experience
technical difficulties or
52
problems, you should make your transaction request in writing to our Annuity
Service Center.
CONFIRMING TRANSACTIONS. We will send out written statements confirming that a
transaction was recently completed. Unless you inform us of any errors within
60 days of receipt, we will consider these communications to be accurate and
complete.
OWNERSHIP
OWNER. You, as the OWNER of the contract, have all the interest and rights
under the contract.
These rights include the right to:
o change beneficiary.
o change the annuitant before the annuity date (subject to our underwriting
and administrative rules).
o assign the contract (subject to limitation).
o change the payment option.
o exercise all other rights, benefits, options and privileges allowed by the
contract or us.
The owner is as designated at the time the contract is issued, unless changed.
JOINT OWNER. The contract can be owned by JOINT OWNERS, limited to two natural
persons. Upon the death of either owner, the surviving owner will be the
primary beneficiary. Any other beneficiary designation will be treated as a
contingent beneficiary unless otherwise indicated.
BENEFICIARY. The BENEFICIARY is the person(s) or entity you name to receive any
death benefit. The beneficiary is named at the time the contract is issued
unless changed at a later date. Unless an irrevocable beneficiary has been
named, you can change the beneficiary at any time before you die. If joint
owners are named, unless you tell us otherwise, the surviving joint owner will
be the primary beneficiary. Any other beneficiary designation will be treated
as a contingent beneficiary (unless you tell us otherwise).
ANNUITANT. The ANNUITANT is the natural person(s) on whose life we base annuity
payments. You can change the annuitant at any time prior to the annuity date,
unless an owner is not a natural person. Any reference to annuitant includes
any joint annuitant under an annuity option. The owner and the annuitant do not
have to be the same person except as required under certain sections of the
Internal Revenue Code or under the GMIB rider.
ASSIGNMENT. You can assign a non-qualified contract at any time during your
lifetime. We will not be bound by the assignment until the written notice of
the assignment is recorded by us. We will not be liable for any payment or
other action we take in accordance with the contract before we record the
assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.
If the contract is issued pursuant to a qualified plan, there may be
limitations on your ability to assign the contract.
LEGAL PROCEEDINGS
MetLife Investors USA like other life insurance companies, is involved on
occasion in lawsuits, including class action lawsuits. In some class action and
other lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. MetLife Investors USA does not
believe any such litigation or proceedings will have a material adverse effect
upon the Separate Account or upon the ability of MetLife Investors Distribution
Company to perform its contract with the Separate Account or of MetLife
Investors USA to meet its obligations under the contracts.
FINANCIAL STATEMENTS
Our financial statements and the financial statements of the Separate Account
have been included in the SAI.
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
Company
Experts
Custodian
Legal Matters
Distribution
Calculation of Performance Information
Annuity Provisions
Tax Status of the Contracts
Financial Statements
53
APPENDIX A
PARTICIPATING INVESTMENT PORTFOLIOS
Below are the advisers and subadvisers and investment objectives of each
investment portfolio available under the contract. The fund prospectuses
contain more complete information, including a description of the investment
objectives, policies, restrictions and risks. THERE CAN BE NO ASSURANCE THAT
THE INVESTMENT OBJECTIVES WILL BE ACHIEVED.
MET INVESTORS SERIES TRUST (CLASS B):
Met Investors Series Trust is managed by Met Investors Advisory, LLC, which is
an affiliate of MetLife Investors USA. Met Investors Series Trust is a mutual
fund with multiple portfolios. The following Class B portfolios are available
under the contract:
MET/AIM MID CAP CORE EQUITY PORTFOLIO
SUBADVISER: A I M Capital Management, Inc.
INVESTMENT OBJECTIVE: The Met/AIM Mid Cap Core Equity Portfolio seeks long-term
growth of capital.
MET/AIM SMALL CAP GROWTH PORTFOLIO
SUBADVISER: A I M Capital Management, Inc.
INVESTMENT OBJECTIVE: The Met/AIM Small Cap Growth Portfolio seeks long-term
growth of capital.
GOLDMAN SACHS MID-CAP VALUE PORTFOLIO
SUBADVISER: Goldman Sachs Asset Management, L.P.
INVESTMENT OBJECTIVE: The Goldman Sachs Mid-Cap Value Portfolio seeks long-term
capital appreciation.
HARRIS OAKMARK INTERNATIONAL PORTFOLIO
SUBADVISER: Harris Associates L.P.
INVESTMENT OBJECTIVE: The Harris Oakmark International Portfolio seeks
long-term capital appreciation.
JANUS AGGRESSIVE GROWTH PORTFOLIO
SUBADVISER: Janus Capital Management LLC
INVESTMENT OBJECTIVE: The Janus Aggressive Growth Portfolio seeks long-term
growth of capital.
LORD ABBETT BOND DEBENTURE PORTFOLIO
SUBADVISER: Lord, Abbett & Co. LLC
INVESTMENT OBJECTIVE: The Lord Abbett Bond Debenture Portfolio seeks high
current income and the opportunity for capital appreciation to produce a high
total return.
LORD ABBETT GROWTH AND INCOME PORTFOLIO
SUBADVISER: Lord, Abbett & Co. LLC
INVESTMENT OBJECTIVE: The Lord Abbett Growth and Income Portfolio seeks
long-term growth of capital and income without excessive fluctuations in market
value.
MFS (Reg. TM) RESEARCH INTERNATIONAL PORTFOLIO
SUBADVISER: Massachusetts Financial Services Company
INVESTMENT OBJECTIVE: The MFS (Reg. TM) Research International Portfolio seeks
capital appreciation.
NEUBERGER BERMAN REAL ESTATE PORTFOLIO
SUBADVISER: Neuberger Berman Management, Inc.
INVESTMENT OBJECTIVE: The Neuberger Berman Real Estate Portfolio seeks to
provide total return through investment in real estate securities, emphasizing
both capital appreciation and current income.
OPPENHEIMER CAPITAL APPRECIATION PORTFOLIO
SUBADVISER: OppenheimerFunds, Inc.
INVESTMENT OBJECTIVE: The Oppenheimer Capital Appreciation Portfolio seeks
capital appreciation.
PIMCO INFLATION PROTECTED BOND PORTFOLIO
SUBADVISER: Pacific Investment Management Company LLC
INVESTMENT OBJECTIVE: The PIMCO Inflation Protected Bond Portfolio seeks
maximum real return, consistent with preservation of capital and prudent
investment management.
PIMCO TOTAL RETURN PORTFOLIO
SUBADVISER: Pacific Investment Management Company LLC
INVESTMENT OBJECTIVE: The PIMCO Total Return Portfolio seeks maximum total
return, consistent with the preservation of capital and prudent investment
management.
A-1
RCM GLOBAL TECHNOLOGY PORTFOLIO (formerly, PIMCO PEA Innovation Portfolio)
SUBADVISER: RCM Capital Management, LLC (formerly, PEA Capital LLC)
INVESTMENT OBJECTIVE: The RCM Global Technology Portfolio seeks capital
appreciation; no consideration is given to income.
T. ROWE PRICE MID-CAP GROWTH PORTFOLIO
SUBADVISER: T. Rowe Price Associates, Inc.
INVESTMENT OBJECTIVE: The T. Rowe Price Mid-Cap Growth Portfolio seeks to
provide long-term growth of capital.
THIRD AVENUE SMALL CAP VALUE PORTFOLIO
SUBADVISER: Third Avenue Management LLC
INVESTMENT OBJECTIVE: The Third Avenue Small Cap Value Portfolio seeks
long-term capital appreciation.
TURNER MID-CAP GROWTH PORTFOLIO
SUBADVISER: Turner Investment Partners, Inc.
INVESTMENT OBJECTIVE: The Turner Mid-Cap Growth Portfolio seeks capital
appreciation.
VAN KAMPEN COMSTOCK PORTFOLIO
SUBADVISER: Morgan Stanley Investment Management Inc.
INVESTMENT OBJECTIVE: The Van Kampen Comstock Portfolio seeks capital growth
and income.
METROPOLITAN SERIES FUND, INC. (CLASS B OR CLASS E, AS NOTED)
Metropolitan Series Fund, Inc. is a mutual fund with multiple portfolios.
MetLife Advisers, LLC, an affiliate of MetLife Investors USA, is the investment
adviser to the portfolios. The following Class B or Class E, as noted,
portfolios are available under the contract:
BLACKROCK MONEY MARKET PORTFOLIO
SUBADVISER: BlackRock Advisors, Inc.
INVESTMENT OBJECTIVE: The BlackRock Money Market Portfolio seeks a high level
of current income consistent with preservation of capital. An investment in the
BlackRock Money Market Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Company or any other government agency. Although the
BlackRock Money Market Portfolio seeks to preserve the value of your investment
at $100 per share, it is possible to lose money by investing in the BlackRock
Money Market Portfolio.
During extended periods of low interest rates, the yields of the BlackRock
Money Market Portfolio may become extremely low and possibly negative.
DAVIS VENTURE VALUE PORTFOLIO (CLASS E)
SUBADVISER: Davis Selected Advisers, L.P. Davis Selected Advisers, Inc., L.P.
may delegate any of its responsibilities to Davis Selected Advisers - NY, Inc.,
a wholly-owned subsidiary.
INVESTMENT OBJECTIVE: The Davis Venture Value Portfolio seeks growth of
capital.
HARRIS OAKMARK FOCUSED VALUE PORTFOLIO
SUBADVISER: Harris Associates L.P.
INVESTMENT OBJECTIVE: The Harris Oakmark Focused Value Portfolio seeks
long-term capital appreciation.
JENNISON GROWTH PORTFOLIO
SUBADVISER: Jennison Associates LLC
INVESTMENT OBJECTIVE: The Jennison Growth Portfolio seeks long-term growth of
capital.
A-2
METLIFE STOCK INDEX PORTFOLIO
SUBADVISER: Metropolitan Life Insurance Company
INVESTMENT OBJECTIVE: The MetLife Stock Index Portfolio seeks to equal the
performance of the Standard & Poor's 500 Composite Stock Price Index.
SALOMON BROTHERS U.S. GOVERNMENT PORTFOLIO
SUBADVISER: Salomon Brothers Asset Management Inc
INVESTMENT OBJECTIVE: The Salomon Brothers U.S. Government Portfolio seeks to
maximize total return consistent with preservation of capital and maintenance
of liquidity.
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PROGRAM (CLASS B):
In addition to the Met Investors Series Trust Portfolios listed above, the
following Class B portfolios are available under the contract:
METLIFE DEFENSIVE STRATEGY PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Defensive Strategy Portfolio seeks a high
level of current income with growth of capital, a secondary objective.
METLIFE MODERATE STRATEGY PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Moderate Strategy Portfolio seeks a high
total return in the form of income and growth of capital, with a greater
emphasis on income.
METLIFE BALANCED STRATEGY PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Balanced Strategy Portfolio seeks a balance
between a high level of current income and growth of capital with a greater
emphasis on growth of capital.
METLIFE GROWTH STRATEGY PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Growth Strategy Portfolio seeks growth of
capital primarily through its investments in underlying portfolios that invest
primarily in equity securities and secondarily through its investments in
underlying portfolios that invest primarily in fixed income securities.
METLIFE AGGRESSIVE STRATEGY PORTFOLIO
INVESTMENT OBJECTIVE: The MetLife Aggressive Strategy Portfolio seeks growth of
capital through its investments in underlying portfolios that invest primarily
in equity securities.
A-3
APPENDIX B
EDCA EXAMPLES WITH MULTIPLE PURCHASE PAYMENTS
In order to show how the EDCA program works, we have created some examples. The
examples are purely hypothetical and are for illustrative purposes only. The
interest rate earned in an EDCA account will be 3%, plus any additional
interest which we may declare from time to time. In addition, each bucket
attributable to a subsequent purchase payment will earn interest at the
then-current interest rate applied to new allocations to an EDCA account of the
same monthly term.
6-MONTH EDCA
The following example demonstrates how the 6-month Enhanced Dollar Cost
Averaging (EDCA) program operates when multiple purchase payments are allocated
to the program. The example assumes that a $12,000 purchase payment is
allocated to the EDCA program at the beginning of the first month and the first
transfer of $2,000 also occurs on that date. The $10,000 remaining after the
EDCA transfer is allocated to the 1st Payment Bucket where it is credited with
a 12% effective annual interest rate. The EDCA transfer amount of $2,000 is
determined by dividing the $12,000 allocation amount by 6 (the number of months
in the EDCA program). Thereafter, a $2,000 transfer is made from the EDCA at
the beginning of each month. Amounts remaining in the EDCA Account Value are
accumulated at the EDCA interest rate using following formula:
Account Value 1st Payment Bucket (month 2) =
Account Value 1st Payment Bucket (month 1) x (1+EDCA Rate)(1/12) - EDCA
Transfer Amount
At the beginning of the 4th month, a second purchase payment of $6,000 is
allocated to the EDCA program. The entire $6,000 is allocated to the 2nd
Payment Bucket where it is credited with a 10% effective annual interest rate.
This second purchase payment triggers an increase in the EDCA transfer amount
to $3,000. The increased EDCA transfer amount is determined by adding $1,000
(the $6,000 allocation amount divided by 6) to the current EDCA transfer
amount. The $3,000 monthly EDCA transfers will first be applied against the
account value in the 1st Payment Bucket until exhausted and then against the
account value in the 2nd Payment Bucket until it is exhausted.
[Enlarge/Download Table]
---- Account Values----
Beg of Amount Allocated Actual EDCA 1st Payment 2nd Payment
Month to EDCA EDCA Transfer Account Value Bucket Bucket
-------- ------------------ --------------- --------------- ------------- ------------
1 12000 2000 10000 10000
2 2000 8095 8095
3 2000 6172 6172
4 6000 3000 9230 3230 6000
5 3000 6309 261 6048
6 3000 3359 0 3359
7 3000 386 0 386
8 389 0 0 0
9 0 0 0 0
10 0 0 0 0
11 0 0 0 0
12 0 0 0 0
13 0 0 0 0
14 0 0 0 0
15 0 0 0 0
B-1
12-MONTH EDCA
The following example demonstrates how the 12-month Enhanced Dollar Cost
Averaging (EDCA) program operates when multiple purchase payments are allocated
to the program. The example assumes that a $24,000 purchase payment is
allocated to the EDCA program at the beginning of the first month and the first
transfer of $2,000 also occurs on that date. The $22,000 remaining after the
EDCA transfer is allocated to the 1st Payment Bucket where it is credited with
a 12% effective annual interest rate. The EDCA transfer amount of $2,000 is
determined by dividing the $24,000 allocation amount by 12 (the number of
months in the EDCA program). Thereafter, a $2,000 transfer is made from the
EDCA at the beginning of each month. Amounts remaining in the EDCA account
value are accumulated at the EDCA interest rate using the following formula:
Account Value 1st Payment Bucket (month 2) =
Account Value 1st Payment Bucket (month 1) x
(1+EDCA Rate)(1/12) - EDCA Transfer Amount
At the beginning of the 6th month, a second purchase payment of $12,000 is
allocated to the EDCA program. The entire $12,000 is allocated to the 2nd
Payment Bucket where it is credited with a 10% effective annual interest rate.
This second purchase payment triggers an increase in the EDCA transfer amount
to $3,000. The increased EDCA transfer amount is determined by adding $1,000
(the $12,000 allocation amount divided by 12) to the current EDCA transfer
amount. The $3,000 monthly EDCA transfers will first be applied against the
account value in the 1st Payment Bucket until exhausted and then against the
account value in the 2nd Payment Bucket until it is exhausted.
[Enlarge/Download Table]
---- Account Values----
Beg of Amount Allocated Actual EDCA 1st Payment 2nd Payment
Month to EDCA EDCA Transfer Account Value Bucket Bucket
-------- ------------------ --------------- --------------- ------------- ------------
1 24000 2000 22000 22000
2 2000 20209 20209
3 2000 18401 18401
4 2000 16575 16575
5 2000 14732 14732
6 12000 3000 23872 11872 12000
7 3000 21801 8985 12096
8 3000 18262 6070 12192
9 3000 15417 3128 12289
10 3000 12545 157 12387
11 3000 9645 0 9645
12 3000 6722 0 6722
13 3000 3776 0 3776
14 3000 806 0 806
15 812 0 0 0
B-2
APPENDIX C
GUARANTEED MINIMUM INCOME BENEFIT EXAMPLES
The purpose of these examples is to illustrate the operation of the Guaranteed
Minimum Income Benefit. The investment results shown are hypothetical and are
not representative of past or future performance. Actual investment results may
be more or less than those shown and will depend upon a number of factors,
including investment allocations and the investment experience of the
investment portfolios chosen. The examples do not reflect the deduction of fees
and charges.
(1) THE 5% ANNUAL INCREASE AMOUNT
Determining a value upon which future income payments can be based
------------------------------------------------------------------
Assume that you make an initial purchase payment of $100,000. Prior to
annuitization, your account value fluctuates above and below your initial
purchase payment depending on the investment performance of the
investment options you selected. Your purchase payments accumulate at the
annual increase rate of 5%, until the contract anniversary on or
immediately after the contract owner's 85th birthday. Your purchase
payments are also adjusted for any withdrawals (including any applicable
withdrawal charge) made during this period. The line (your purchase
payments accumulated at 5% a year adjusted for withdrawals and charges
"the 5% Annual Increase Amount") is the value upon which future income
payments can be based.
[GRAPHIC APPEARS HERE]
Determining your guaranteed lifetime income stream
--------------------------------------------------
Assume that you decide to annuitize your contract and begin taking annuity
payments after 20 years. In this example, your 5% Annual Increase Amount
is higher than the Highest Anniversary Value and will produce a higher
income benefit. Accordingly, the 5% Annual Increase Amount will be
applied to the annuity pay-out rates in the Guaranteed Minimum Income
Benefit Annuity Table to determine your lifetime annuity payments. THE
INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR
PURPOSES OF CALCULATING THE GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND
THE CHARGE FOR THE BENEFIT.
[GRAPHIC APPEARS HERE]
(2) THE "HIGHEST ANNIVERSARY VALUE" ("HAV")
Determining a value upon which future income payments can be based
------------------------------------------------------------------
Prior to annuitization, the Highest Anniversary Value begins to lock in
growth. The Highest Anniversary Value is adjusted upward each contract
anniversary if the account value at that time is greater than the amount
of the current Highest Anniversary Value. Upward adjustments will
continue until the contract anniversary immediately prior to the contract
owner's 81st birthday. The Highest Anniversary Value also is adjusted for
any withdrawals taken (including any applicable withdrawal charge) or any
additional payments made. The Highest Anniversary Value line is the value
upon which future income payments can be based.
[GRAPHIC APPEARS HERE]
C-1
Determining your guaranteed lifetime income stream
--------------------------------------------------
Assume that you decide to annuitize your contract and begin taking annuity
payments after 20 years. In this example, the Highest Anniversary Value
is higher than the account value. Accordingly, the Highest Anniversary
Value will be applied to the annuity payout rates in the Guaranteed
Minimum Income Benefit Annuity Table to determine your lifetime annuity
payments. THE INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS
ONLY USED FOR PURPOSES OF CALCULATING THE GUARANTEED MINIMUM INCOME
BENEFIT PAYMENT AND THE CHARGE FOR THE BENEFIT.
[GRAPHIC APPEARS HERE]
(3) PUTTING IT ALL TOGETHER
Prior to annuitization, the two calculations (the 5% Annual Increase Amount
and the Highest Anniversary Value) work together to protect your future
income. Upon annuitization of the contract, you will receive income
payments for life and the income bases and the account value will cease
to exist. Also, the Guaranteed Minimum Income Benefit may only be
exercised no later than the contract anniversary on or following the
contract owner's 85th birthday, after a 10 year waiting period, and then
only within a 30 day period following the contract anniversary.
[GRAPHIC APPEARS HERE]
With the Guaranteed Minimum Income Benefit, the Income Base is applied to
special, conservative Guaranteed Minimum Income Benefit annuity purchase
factors, which are guaranteed at the time the contract is issued.
However, if then-current annuity purchase factors applied to the account
value would produce a greater amount of income, then you will receive the
greater amount. In other words, when you annuitize your contract you will
receive whatever amount produces the greatest income payment. Therefore,
if your account value would provide greater income than would the amount
provided under the Guaranteed Minimum Income Benefit, you will have paid
for the Guaranteed Minimum Income Benefit although it was never used.
[GRAPHIC APPEARS HERE]
(4) THE GUARANTEED PRINCIPAL OPTION - GMIB PLUS
Initial Investment is $100,000. Assume that no withdrawals are taken.
Assume that account value at the 10th contract anniversary is $50,000 due
to poor market performance, and you exercise the Guaranteed Principal
Option at this time.
The effect of exercising the Guaranteed Principal Option:
1) A Guaranteed Principal Adjustment of $100,000 - $50,000 = $50,000 is
added to the account value 30 days after the 10th contract
anniversary bringing it back up to $100,000.
2) The GMIB Plus rider and rider fee terminates as of the date that the
adjustment is made to the account value; the variable annuity
contract continues.
3) GMIB Plus allocation and transfer restrictions
C-2
terminate as of the date that the adjustment is made to the account
value.
[GRAPHIC APPEARS HERE]
*Withdrawals reduce the original purchase payment (I.E. those payments
credited within 120 days of contract issue date) proportionately and
therefore, may have a significant impact on the amount of the Guaranteed
Principal Adjustment.
(5) THE OPTIONAL RESET - GMIB PLUS
Initial investment is $100,000. Assume that no withdrawals are taken. The
5% Annual Increase Amount at the 3rd contract anniversary is 115,763
(100,000 accumulates at the annual increase rate of 5%). Assume the
account value at the 3rd contract anniversary is $135,000 due to good
market performance, and you elect an Optional Reset at this time.
The effect of the optional reset election is:
1) The 5% Annual Increase Amount is reset from 115,763 to 135,000.
2) The 10-year waiting period to annuitize your contract under the
Guaranteed Minimum Income Benefit is reset to 10 years from the date
of reset until the 13th contract anniversary.
3) The GMIB Plus rider fee is reset to the fee that MetLife Investors
is charging new contract owners at that time.
The 5% Annual Increase Amount at the 6th contract anniversary is 156,279
(135,000 accumulates at the annual increase rate of 5%).
Assume the account value at the 6th contract anniversary is $180,000 due to
good market performance and you elect an Optional Reset at this time.
The effect of the optional reset election is:
1) The 5% Annual Increase Amount is reset from 156,279 to 180,000.
2) The 10-year waiting period to annuitize your contract under the
Guaranteed Minimum Income Benefit is reset to 10 years from the date
of reset until the 16th contract anniversary.
3) The GMIB Plus rider fee is reset to the fee that MetLife Investors
is charging new contract owners at that time.
[GRAPHIC APPEARS HERE]
C-3
APPENDIX D
GUARANTEED WITHDRAWAL BENEFIT II EXAMPLES
The purpose of these examples is to illustrate the operation of the Guaranteed
Withdrawal Benefit II. The investment results shown are hypothetical and are
not representative of past or future performance. Actual investment results may
be more or less than those shown and will depend upon a number of factors,
including investment allocations and the investment experience of the
investment portfolios chosen. The examples do not reflect the deduction of fees
and charges, withdrawal charges and applicable income taxes and penalties.
A. How Withdrawals Affect the Benefit Base
1. An initial purchase payment is made of $100,000. The initial Benefit
Base would be $100,000. Assume that the account value grew to $112,000
because of market performance. If you make your first withdrawal on or
after your 3rd contract anniversary your Annual Benefit Payment would be
$10,000. If a withdrawal of $12,000 were made, the Benefit Base would be
reduced to $100,000 - $12,000 = $88,000. The withdrawal of $12,000
exceeded the Annual Benefit Payment. However, since the remaining account
value of $100,000 exceeds the remaining Benefit Base of $88,000, no further
reduction to the Benefit Base is made.
2. An initial purchase payment is made of $100,000. The initial Benefit
Base would be $100,000. Assume that the account value shrank to $90,000
because of market performance. If you make your first withdrawal on or
after the 3rd contract anniversary your Annual Benefit Payment would be
$10,000. If a withdrawal of $12,000 were made, the Benefit Base would be
reduced to $88,000 and the account value would be reduced to $78,000. The
withdrawal of $12,000 exceeded the Annual Benefit Payment. However, since
the account value of $78,000 is less than the Benefit Base of $88,000, a
further reduction of the $10,000 difference is made, reducing the Benefit
Base to $78,000.
B. How Withdrawals and Subsequent Purchase Payments Affect the Annual Benefit
Payment
An initial purchase payment is made of $100,000. The initial Benefit Base would
be $100,000. Assume you make your first withdrawal in the first year and the GWB
Withdrawal Rate is 5%, therefore the initial Annual Benefit Payment would
be $5,000. If a subsequent purchase payment of $10,000 were made the next day,
the Benefit Base would be increased to $95,000 + $10,000 = $105,000. The Annual
Benefit Payment would be reset to the greater of a) $5,000 (the Annual Benefit
Payment before the second purchase payment) and b) $5,250 (5% multiplied by the
Benefit Base after the second purchase payment). In this case, the Annual
Benefit Payment would increase to $5,250.
C. How Withdrawals Affect the Annual Benefit Payment
1. An initial purchase payment is made of $100,000. The initial Benefit
Base would be $100,000 and assuming you make your first withdrawal on or
after your 3rd contract anniversary, the initial Annual Benefit Payment
would be $10,000. If a withdrawal of $12,000 was made the next day, and
negative market performance reduced the account value by an additional
$1,000, the account value would be reduced to $100,000 - $12,000 - $1,000
= $87,000. Since the withdrawal of $12,000 exceeded the Annual Benefit
Payment of $10,000, the Annual Benefit Payment would be reset to the lower
of a) $10,000 (the Annual Benefit Payment before the withdrawal) and b)
$8,700 (10% multiplied by the account value after the withdrawal). In this
case the Annual Benefit Payment would be reset to $8,700.
2. An initial purchase payment is made of $100,000. The initial Benefit
Base would be $100,000 and assuming you make your first withdrawal on or
after your 3rd contract anniversary, the initial Annual Benefit Payment
would be $10,000. If a withdrawal of $12,000 was made four years later
after the account value had increased to $150,000, the account value would
be reduced to $138,000. Since the withdrawal of $12,000 exceeded the
Annual Benefit Payment of $10,000, the Annual Benefit Payment would be
reset to the lower of a) $10,000 (the Annual Benefit Payment before the
withdrawal) and b) $13,800 (10% multiplied by the account value after the
withdrawal). In this case the Annual Benefit Payment would remain at
$10,000.
D-1
D. How Withdrawals and Subsequent Purchase Payments Affect the Guaranteed
Withdrawal Amount
An initial purchase payment is made of $100,000 and the initial Guaranteed
Withdrawal Amount and initial Benefit Base would both be $100,000. Assume that
over the next 18 months you make two withdrawals of $5,000 each. Your Benefit
Base would be reduced to $90,000. If a subsequent purchase payment of $3,000
was made before the 2nd contract anniversary, the Benefit Base would be
increased to $90,000 + $3,000 = $93,000. The Guaranteed Withdrawal Amount would
be reset to the greater of a) $100,000 (the Guaranteed Withdrawal Amount before
the second purchase payment) and b) $93,000 (the Benefit Base after the second
purchase payment). In this case, the Guaranteed Withdrawal Amount would remain
at $100,000.
E. Putting It All Together
1. When Withdrawals Equal the Annual Benefit Payment and are Taken On or
After Your 3rd Contract Anniversary
An initial purchase payment is made of $100,000. The initial Benefit Base is
$100,000, the Guaranteed Withdrawal Amount is $100,000, and the Annual Benefit
Payment is $5,000. If no withdrawals are taken for the first 3 years of the
contract, the Annual Benefit Payment increases to 10% x $100,000 = $10,000.
Starting in the fourth contract year, the Guaranteed Minimum Withdrawal Benefit
guarantees annual withdrawals of $10,000 for 10 years as long as no withdrawals
were taken
in the first 3 years.
[GRAPHIC APPEARS HERE]
2. When Withdrawals Do Not Exceed the Annual Benefit Payment and are Taken
Before Your 3rd Contract Anniversary
An initial purchase payment is made of $100,000. The initial Benefit Base is
$100,000, the Guaranteed Withdrawal Amount is $100,000, and the Annual Benefit
Payment would be $5,000. Assume that the Benefit Base was reduced to $85,000
due to 3 years of withdrawing $5,000 each year. Even if the Account Balance
reduces to zero due to poor market performance, the
D-2
Guaranteed Minimum Withdrawal Benefit guarantees annual withdrawals of $5,000
for 20 years.
[GRAPHIC APPEARS HERE]
3. When Annual Withdrawals Do Exceed the Annual Benefit Payment
An initial purchase payment is made of $100,000. The initial Benefit Base would
be $100,000, the Guaranteed Withdrawal Amount would be $100,000, and the Annual
Benefit Payment would be $5,000. Assume that the Benefit Base was reduced to
$85,000 due to 3 years of withdrawing $5,000 each year. Assume the account
value was further reduced to $50,000 at year four due to poor market
performance. If you withdrew $10,000 at this time, your account value would be
reduced to $50,000 - $10,000 = $40,000. Your Benefit Base would be reduced to
$85,000 - $10,000 = $75,000. Since the withdrawal of $10,000 exceeded the
Annual Benefit Payment of $5,000 and the resulting Benefit Base would be
greater than the resulting account value, there would be an additional
reduction to the Benefit Base. The Benefit Base after the withdrawal would be
set equal to the account value after the withdrawal = $40,000. The Annual
Benefit Payment would be set equal to the lesser of $5,000 and 5% x $40,000 =
$2,000. The Guaranteed Withdrawal Amount would remain at $100,000, but this
amount no longer would be guaranteed to be received over time. The new Benefit
Base of $40,000 would now be the amount guaranteed to be available to be
withdrawn over time.
[GRAPHIC APPEARS HERE]
D-3
F. How the Optional Reset Works (may be elected prior to age 81 )
Assume that a contract had an initial purchase payment of $100,000 and the GWB
charge is [ %.] The initial account value would be $100,000, the initial
Benefit Base would be $100,000, the Guaranteed Withdrawal Amount would be
$100,000 and the Annual Benefit Payment would be $5,000 (assuming you began
withdrawing in your first year).
Assume the account value on the third contract anniversary grew due to market
performance to $148,350. Assume the GWB charge remains at [ %]. If an Optional
Reset is elected, the charge would remain at [ %], the Guaranteed Withdrawal
Amount and the Benefit Base would both be reset to $148,350, and the Annual
Benefit Payment would become 5% x $148,350 = $7,418.
Assume the account value on the sixth contract anniversary grew due to market
performance to $179,859. Assume the GWB charge has been increased to [ %]. If
an Optional Reset is elected, the charge would increase to [ %], the Guaranteed
Withdrawal Amount and the Benefit Base would both be reset to $179,859, and the
Annual Benefit Payment would become 5% x $179,859 = $8,993.
Assume the account value on the ninth contract anniversary grew due to market
performance to $282,582. Assume the GWB charge is still [ %]. If an Optional
Reset is elected, the charge would remain at [ %], the Guaranteed Withdrawal
Amount and the Benefit Base would both be reset to $282,582, and the Annual
Benefit Payment would become 5% x
$282,582 = $14,129.
[GRAPHIC APPEARS HERE]
D-4
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT
ISSUED BY
METLIFE INVESTORS USA SEPARATE ACCOUNT A
AND
METLIFE INVESTORS USA INSURANCE COMPANY
USA 3A, USA 3B AND USA 3C
THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED NOVEMBER 1, 2005, FOR THE
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT WHICH IS DESCRIBED HEREIN.
THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL OR WRITE US
AT: P.O. BOX 10366, DES MOINES, IOWA 50306-0366, OR CALL (800) 343-8496.
THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED NOVEMBER 1, 2005.
SAI-1105USA
TABLE OF CONTENTS PAGE
[Download Table]
COMPANY ...................................................... 2
EXPERTS ...................................................... 2
CUSTODIAN .................................................... 2
LEGAL MATTERS ................................................ 2
DISTRIBUTION ................................................. 2
Reduction or Elimination of the Withdrawal Charge ....... 4
CALCULATION OF PERFORMANCE INFORMATION ....................... 4
Total Return ............................................ 4
Historical Unit Values .................................. 5
Reporting Agencies ...................................... 5
ANNUITY PROVISIONS ........................................... 5
Variable Annuity ........................................ 5
Fixed Annuity ........................................... 7
Mortality and Expense Guarantee ......................... 7
Legal or Regulatory Restrictions on Transactions ........ 7
TAX STATUS OF THE CONTRACTS .................................. 7
FINANCIAL STATEMENTS ......................................... 9
1
COMPANY
MetLife Investors USA Insurance Company (MetLife Investors USA) is a stock life
insurance company founded on September 13, 1960, and organized under the laws
of the State of Delaware. Its principal executive offices are located at 22
Corporate Plaza Drive, Newport Beach, California 92660. MetLife Investors USA
is authorized to transact the business of life insurance, including annuities,
and is currently licensed to do business in all states (except New York), the
District of Columbia and Puerto Rico. MetLife Investors USA is a wholly-owned
subsidiary of MetLife Investors Group, Inc ("MLIG"). We changed our name to
MetLife Investors USA Insurance Company on February 12, 2001. On December 31,
2002, MetLife Investors USA became an indirect subsidiary of MetLife, Inc.
(MetLife), a listed company on the New York Stock Exchange.
We are a member of the Insurance Marketplace Standards Association ("IMSA").
Companies that belong to IMSA subscribe to a set of ethical standards covering
the various aspects of sales and service for individually sold life insurance
and annuities.
EXPERTS
The financial statements of the Company included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein (which report expresses an
unqualified opinion and includes an explanatory paragraph referring to the
change in method of accounting for certain non-traditional long duration
contracts and separate accounts, and for embedded derivatives in certain
insurance products as required by new accounting guidance), and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing. The principal business address of Deloitte & Touche
LLP is 201 E. Kennedy Boulevard, Tampa, Florida 33602.
The financial statements of the sub-accounts of the Separate Account included
in this Statement of Additional Information have been audited by Deloitte &
Touche LLP, independent registered public accounting firm, as stated in their
report appearing herein, and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing. The
principal business address of Deloitte & Touche LLP is 100 South 4th Street,
St. Louis, Missouri 63102.
CUSTODIAN
MetLife Investors USA Insurance Company, P.O. Box 10366, Des Moines, Iowa
50306-0366, is the custodian of the assets of the Separate Account. The
custodian has custody of all cash of the Separate Account and handles the
collection of proceeds of shares of the underlying funds bought and sold by the
Separate Account.
LEGAL MATTERS
Legal matters in connection with the contracts described in this registration
statement have been passed on by Richard C. Pearson, General Counsel of the
Company. Sutherland Asbill & Brennan LLP, Washington, DC has provided advice on
certain matters relating to the federal securities laws in connection with the
Contracts.
DISTRIBUTION
Information about the distribution of the contracts is
contained in the prospectus. (See "Other Information - Distribution of the
Contracts.") Additional information is provided below.
The contracts are offered to the public on a continuous basis. We anticipate
continuing to offer the contracts, but reserve the right to discontinue the
offering.
MetLife Investors Distribution Company ("Distributor") serves as principal
underwriter for the contracts. Distributor is a Missouri corporation and its
home office is located at 22 Corporate Plaza Drive, Newport Beach, California
92660. In December 2004, MetLife Investors Distribution Company, which was then
a Delaware corporation, was merged into General American Distributors, Inc.,
and the name of the surviving corporation was changed to MetLife Investors
Distribution Company. Distributor is an indirect, wholly-owned subsidiary of
MetLife, Inc. Distributor is registered as a broker-dealer with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 and is a
member of NASD, Inc. Distributor is not a member of the Securities Investor
Protection Corporation. Distributor has entered into selling agreements with
other broker-dealers ("selling firms") and compensates them for their services.
Distributor (including its predecessor) received sales compensation with
respect to all contracts issued from the
2
Separate Account in the following amounts during the periods indicated:
[Download Table]
Aggregate Amount of
Commissions Retained
Aggregate Amount of by Distributor After
Commissions Paid to Payments to Selling
Fiscal year Distributor Firms
------------- --------------------- ---------------------
2002 $ 90,280,308 $0
2003 $169,179,314 $0
2004 $183,550,302 $0
Distributor passes through commissions to selling firms for their sales. In
addition we pay compensation to Distributor to offset its expenses, including
compensation costs, marketing and distribution expenses, advertising,
wholesaling, printing, and other expenses of distributing the contracts.
As noted in the prospectus, we and Distributor pay compensation to all selling
firms in the form of commissions and certain types of non-cash compensation. We
and Distributor may pay additional compensation to selected firms, including
marketing allowances, introduction fees, persistency payments, preferred status
fees and industry conference fees. The terms of any particular agreement
governing compensation may vary among selling firms and the amounts may be
significant. The amount of additional compensation (non-commission amounts)
paid to selected selling firms during 2004 ranged from $1,804,345 to $63. The
amount of commissions paid to selected selling firms during 2004 ranged from
$38,687,065 to $0. The amount of total compensation (includes non-commission as
well as commission amounts) paid to selected selling firms during 2004 ranged
from $40,491, 410 to $63. For purposes of calculating such amounts, the amount
of compensation received by a selling firm may include additional compensation
received by the firm for the sale of insurance products issued by our
affiliates within the MetLife Investors group of companies (First MetLife
Investors Insurance Company, MetLife Investors Insurance Company of California
and MetLife Investors Insurance Company).
In view of the fact that the contracts are newly offered, none of the amounts
described herein were paid in regard to the contracts.
The following list sets forth the names of selling firms that received
additional compensation in 2004 in connection with the sale of our variable
annuity contracts, variable life policies and other insurance products
(including the contracts). The selling firms are listed in alphabetical order.
AFS Brokerage, Inc.
Ameritas Investment Corp.
Associated Securities Corp.
Brookstreet Securities Corporation
Centaurus Financial, Inc.
CUSO Financial Sevices, L.P.
Davenport & Company
Duerr Financial
Essex National Securities, Inc.
Ferris, Baker Watts Incorporation
FFP Securities, Inc.
First Financial Planners
Futureshare Financial
Great Southern Bank
Greenpoint Financial
Guaranty Insurance Services, Inc.
Gunn Allen Financial
Harbour Investments, Inc.
H. Beck, Inc.
Huntington Bank
IFMG Securities, Inc.
Infinex Investments, Inc.
ING
Intersecurities, Inc.
Investacorp, Inc.
Investment Planners, Inc.
Investment Professionals, Inc.
Janney Montgomery Scott LLC
Jefferson Pilot
LaSalle St. Securities, L.L.C.
Legg Mason Wood Walker, Incorporated
Lincoln Investment Planning
Medallion Investment Services, Inc.
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Keegan & Company, Inc.
Mutual Service Corporation
National Planning Corporation
North Island Financial
Pan-America Financial Advisors
Piper Jaffray & Company
Planning Corp. of America
PNC Investments
Prime Capital
Questar Capital
Re-Direct Securities Corp.
3
Scott & Stringfellow, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Sigma Financial Corporation
Standford Group
The Leaders Group
Transamerica Financial
United Planners' Financial Services of America
U.S. Bancorp Investment, Inc.
UVEST Financial Services Group, Inc.
Wallstreet Financial
Walnut Street Securities, Inc.
Waterstone Financial Group, Inc.
Wilbanks Securities
Workman Securities
XCU Capital Corporation, Inc.
There are other broker dealers who receive compensation for servicing our
contracts, and the account value of the contracts or the amount of added
purchase payments received may be included in determining their additional
compensation, if any.
REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE
The amount of the withdrawal charge on the USA 3A and USA 3B contracts may be
reduced or eliminated when sales of the contracts are made to individuals or to
a group of individuals in a manner that results in savings of sales expenses.
The entitlement to reduction of the withdrawal charge will be determined by the
Company after examination of all the relevant factors such as:
1. The size and type of group to which sales are to be made will be
considered. Generally, the sales expenses for a larger group are less than
for a smaller group because of the ability to implement large numbers of
contracts with fewer sales contacts.
2. The total amount of purchase payments to be received will be considered.
Per contract sales expenses are likely to be less on larger purchase
payments than on smaller ones.
3. Any prior or existing relationship with the Company will be considered.
Per contract sales expenses are likely to be less when there is a prior
existing relationship because of the likelihood of implementing the
contract with fewer sales contacts.
4. There may be other circumstances, of which the Company is not presently
aware, which could result in reduced sales expenses.
If, after consideration of the foregoing factors, the Company determines that
there will be a reduction in sales expenses, the Company may provide for a
reduction or elimination of the withdrawal charge.
The withdrawal charge may be eliminated when the contracts are issued to an
officer, director or employee of the Company or any of its affiliates. In no
event will any reduction or elimination of the withdrawal charge be permitted
where the reduction or elimination will be unfairly discriminatory to any
person. In lieu of a withdrawal charge waiver, we may provide an account value
credit.
CALCULATION OF PERFORMANCE INFORMATION
TOTAL RETURN
From time to time, the Company may advertise performance data. Such data will
show the percentage change in the value of an accumulation unit based on the
performance of an investment portfolio over a period of time, usually a
calendar year, determined by dividing the increase (decrease) in value for that
unit by the accumulation unit value at the beginning of the period.
Any such advertisement will include total return figures for the time periods
indicated in the advertisement. Such total return figures will reflect the
deduction of the separate account product charges (including death benefit
rider charges), the expenses for the underlying investment portfolio being
advertised and any applicable account fee, withdrawal charges, GMIB, GWB or
GMAB rider charge. For purposes of calculating performance information, the
GMIB rider charge is reflected as a percentage of account value. Premium taxes
are not reflected. The deduction of such charges would reduce any percentage
increase or make greater any percentage decrease.
The hypothetical value of a contract purchased for the time periods described
in the advertisement will be determined by using the actual accumulation unit
values for an initial $1,000 purchase payment, and deducting any applicable
account fee and any applicable sale charge to arrive at the ending hypothetical
value. The average annual total return is then determined by computing the
fixed interest rate that a $1,000 purchase payment would have to earn annually,
4
compounded annually, to grow to the hypothetical value at the end of the time
periods described. The formula used in these calculations is:
P (1 + T)n = ERV
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
periods used.
The Company may also advertise performance data which will be calculated in the
same manner as described above but which will not reflect the deduction of a
withdrawal charge GMIB, GWB or GMAB rider charge. Premium taxes are not
reflected. The deduction of such charges would reduce any percentage increase
or make greater any percentage decrease.
Owners should note that the investment results of each investment portfolio
will fluctuate over time, and any presentation of the investment portfolio's
total return for any period should not be considered as a representation of
what an investment may earn or what the total return may be in any future
period.
HISTORICAL UNIT VALUES
The Company may also show historical accumulation unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual accumulation unit values.
In addition, the Company may distribute sales literature which compares the
percentage change in accumulation unit values for any of the investment
portfolios against established market indices such as the Standard & Poor's 500
Composite Stock Price Index, the Dow Jones Industrial Average or other
management investment companies which have investment objectives similar to the
investment portfolio being compared. The Standard & Poor's 500 Composite Stock
Price Index is an unmanaged, unweighted average of 500 stocks, the majority of
which are listed on the New York Stock Exchange. The Dow Jones Industrial
Average is an unmanaged, weighted average of thirty blue chip industrial
corporations listed on the New York Stock Exchange. Both the Standard & Poor's
500 Composite Stock Price Index and the Dow Jones Industrial Average assume
quarterly reinvestment of dividends.
REPORTING AGENCIES
The Company may also distribute sales literature which compares the performance
of the accumulation unit values of the Contracts with the unit values of
variable annuities issued by other insurance companies. Such information will
be derived from the Lipper Variable Insurance Products Performance Analysis
Service, the VARDS Report or from Morningstar.
The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of almost 4,000 investment companies.
The rankings compiled by Lipper may or may not reflect the deduction of
asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate whether or not such charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.
The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Roswell, Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect
the deduction of asset-based insurance charges. In addition, VARDS prepares
risk adjusted rankings, which consider the effects of market risk on total
return performance. This type of ranking may address the question as to which
funds provide the highest total return with the least amount of risk. Other
ranking services may be used as sources of performance comparison, such as
CDA/Weisenberger.
Morningstar rates a variable annuity against its peers with similar investment
objectives. Morningstar does not rate any variable annuity that has less than
three years of performance data.
ANNUITY PROVISIONS
VARIABLE ANNUITY
A variable annuity is an annuity with payments which: (1) are not predetermined
as to dollar amount; and (2) will
5
vary in amount in proportion to the amount that the net investment factor
exceeds the assumed investment return selected.
The Adjusted Contract Value (contract value, less any applicable premium taxes,
account fee, and prorated GMIB, GWB or GMAB rider charge, if any) will be
applied to the applicable Annuity Table to determine the first annuity payment.
The Adjusted Contract Value is determined on the annuity calculation date,
which is a business day no more than five (5) business days before the annuity
date. The dollar amount of the first variable annuity payment is determined as
follows: The first variable annuity payment will be based upon the annuity
option elected, the annuitant's age and sex, and the appropriate variable
annuity option table. If, as of the annuity calculation date, the then current
variable annuity option rates applicable to this class of contracts provide a
first annuity payment greater than that which is guaranteed under the same
annuity option under this contract, the greater payment will be made.
The dollar amount of variable annuity payments after the first payment is
determined as follows:
1. dollar amount of the first variable annuity payment is divided by the
value of an annuity unit for each applicable investment portfolio as of
the annuity calculation date. This establishes the number of annuity units
for each monthly payment. The number of annuity units for each applicable
investment portfolio remains fixed during the annuity period, unless you
transfer values from the investment portfolio to another investment
portfolio;
2. the fixed number of annuity units per payment in each investment
portfolio is multiplied by the annuity unit value for that investment
portfolio for the business day for which the annuity payment is being
calculated. This result is the dollar amount of the payment for each
applicable investment portfolio, less any account fee. The account fee
will be deducted pro rata out of each annuity payment.
The total dollar amount of each variable annuity payment is the sum of all
investment portfolio variable annuity payments.
ANNUITY UNIT - The initial annuity unit value for each investment portfolio of
the Separate Account was set by us.
The subsequent annuity unit value for each investment portfolio is determined
by multiplying the annuity unit value for the immediately preceding business
day by the net investment factor for the investment portfolio for the current
business day and multiplying the result by a factor for each day since the last
business day which offsets the assumed investment return used to develop the
variable annuity tables.
(1) the dollar amount of the first annuity payment is divided by the value of
an annuity unit as of the annuity date. This establishes the number of annuity
units for each monthly payment. The number of annuity units remains fixed
during the annuity payment period.
(2) the fixed number of annuity units is multiplied by the annuity unit value
for the last valuation period of the month preceding the month for which the
payment is due. This result is the dollar amount of the payment.
NET INVESTMENT FACTOR - The net investment factor for each investment portfolio
is determined by dividing A by B and multiplying by (1-C) where:
A is (i) the net asset value per share of the portfolio at the end of the
current business day; plus
(ii) any dividend or capital gains per share declared on behalf of
such portfolio that has an ex-dividend date as of the current
business day.
B is the net asset value per share of the portfolio for the immediately
preceding business day.
C is (i) the separate account product charges and for each day since the
last business day. The daily charge is equal to the annual separate
account product charges divided by 365; plus
(ii) a charge factor, if any, for any taxes or any tax reserve we have
established as a result of the operation of the Separate Account.
Transfers During the Annuity Phase:
o You may not make a transfer from the fixed account to the Separate Account;
o Transfers among the subaccounts will be made by converting the number of
annuity units being transferred to the number of annuity units of the
subaccount to which the transfer is made, so that the next annuity payment
if it were made at that time would be the same amount that it would have
been without the transfer. Thereafter, annuity payments will reflect
changes in the value of the new annuity units; and
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o You may make a transfer from the variable annuity option to the fixed
annuity option. The amount transferred from a subaccount of the Separate
Account will be equal to the product of "(a)" multiplied by "(b)"
multiplied by "(c)", where (a) is the number of annuity units representing
your interest in the subaccount per annuity payment; (b) is the annuity
unit value for the subaccount; and (c) is the present value of $1.00 per
payment period for the remaining annuity benefit period based on the
attained age of the annuitant at the time of transfer, calculated using
the same actuarial basis as the variable annuity rates applied on the
annuity date for the annuity option elected. Amounts transferred to the
fixed annuity option will be applied under the annuity option elected at
the attained age of the annuitant at the time of the transfer using the
fixed annuity option table. If at the time of transfer, the then current
fixed annuity option rates applicable to this class of contracts provide a
greater payment, the greater payment will be made. All amounts and annuity
unit values will be determined as of the end of the business day on which
the Company receives a notice.
FIXED ANNUITY
A fixed annuity is a series of payments made during the annuity phase which are
guaranteed as to dollar amount by the Company and do not vary with the
investment experience of the Separate Account. The Adjusted Contract Value on
the day immediately preceding the annuity date will be used to determine the
fixed annuity monthly payment. The first monthly annuity payment will be based
upon the annuity option elected and the appropriate annuity option table.
MORTALITY AND EXPENSE GUARANTEE
The Company guarantees that the dollar amount of each annuity payment after the
first annuity payment will not be affected by variations in mortality or
expense experience.
LEGAL OR REGULATORY RESTRICTIONS ON TRANSACTIONS
If mandated under applicable law, the Company may be required to reject a
premium payment. The Company may also be required to block a contract owner's
account and thereby refuse to pay any request for transfers, withdrawals,
surrenders, death benefits or continue making annuity payments until
instructions are received from the appropriate regulator.
TAX STATUS OF THE CONTRACTS
Tax law imposes several requirements that variable annuities must satisfy in
order to receive the tax treatment normally accorded to annuity contracts.
DIVERSIFICATION REQUIREMENTS. The Internal Revenue Code (Code) requires that
the investments of each investment division of the separate account underlying
the contracts be "adequately diversified" in order for the contracts to be
treated as annuity contracts for Federal income tax purposes. It is intended
that each investment portfolio will satisfy these diversification requirements.
OWNER CONTROL. In some circumstances, owners of variable annuity contracts who
retain excessive control over the investment of the underlying separate account
assets may be treated as the owners of those assets and may be subject to tax
on income produced by those assets. Although published guidance in this area
does not address certain aspects of the contracts, we believe that the owner of
a contract should not be treated as the owner of the separate account assets.
We reserve the right to modify the contract to bring it into conformity with
applicable standards should such modification be necessary to prevent an owner
of the contract from being treated as the owner of the underlying separate
account assets.
REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
Federal income tax purposes, Section 72(s) of the Code generally requires any
Non-Qualified Contract to contain certain provisions specifying how your
interest in the contract will be distributed in the event of the death of an
owner of the contract (or on the death of, or change in, any primary annuitant
where the contract is owned by a non-natural person). Specifically, Section
72(s) requires that: (a) if any owner dies on or after the annuity starting
date, but prior to the time the entire interest in the contract has been
distributed, the entire interest in the contract will be distributed at least
as rapidly as under the method of distribution being used as of the date of
such owner's death; and (b) if any owner dies prior to the annuity starting
date, the entire interest in the contract will be distributed within five years
after the date of such owner's death. These requirements will be considered
satisfied as to any portion of an owner's interest which is payable to or for
the benefit of a designated beneficiary and which is distributed over the life
of such designated beneficiary or over a period not extending beyond the life
expectancy of that beneficiary, provided that such
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distributions begin within one year of the owner's death. The designated
beneficiary refers to a natural person designated by the owner as a beneficiary
and to whom ownership of the contract passes by reason of death. However, if
the designated beneficiary is the surviving spouse of the deceased owner, the
contract may be continued with the surviving spouse as the new owner.
The Non-Qualified Contracts contain provisions that are intended to comply with
these Code requirements, although no regulations interpreting these
requirements have yet been issued. We intend to review such provisions and
modify them if necessary to assure that they comply with the applicable
requirements when such requirements are clarified by regulation or otherwise.
Other rules may apply to Qualified Contracts.
8
FINANCIAL STATEMENTS
The financial statements of the Separate Account and the Company are included
herein.
The financial statements of the Company included herein should be considered
only as bearing upon the ability of the Company to meet its obligations under
the Contract.
9
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements
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The following financial statements of the Separate Account are included in Part
B hereof: (to be filed by amendment)
1. Report of Independent Registered Public Accounting Firm.
2. Statement of Assets and Liabilities as of December 31, 2004.
3. Statement of Operations for the year ended December 31, 2004.
4. Statements of Changes in Net Assets for the years ended December 31,
2004 and 2003.
5. Notes to Financial Statements.
The following financial statements of the Company are included in Part B
hereof: (to be filed by amendment)
1. Independent Auditors' Report.
2. Balance Sheets as of December 31, 2004 and 2003.
3. Statements of Income for the years ended December 31, 2004, 2003 and
2002.
4. Statements of Stockholder's Equity for the years ended December 31,
2004, 2003 and 2002.
5. Statements of Cash Flows for the years ended December 31, 2004, 2003 and
2002.
6. Notes to Financial Statements.
b. Exhibits
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1. Certification of Restated Resolution of Board of Directors of the
Company authorizing the establishment of the Separate Account (adopted
May 18, 2004)(5)
2. Not Applicable.
3. (i)
Principal Underwriter's and Selling Agreement (effective January 1,
2001)(5)
(ii) Amendment to Principal Underwriter's and Selling Agreement
(effective January 1, 2002)(5)
4. (i)
Individual Flexible Purchase Payment Deferred Variable Annuity Contract(1)
(ii) Death Benefit Rider - Principal Protection(1)
(iii) Death Benefit Rider - Compounded-Plus(1)
(iv) Death Benefit Rider - (Annual Step-Up)(1)
(v) Additional Death Benefit Rider - (Earnings Preservation Benefit)(1)
(vi) Waiver of Withdrawal Charge for Nursing Home or Hospital
Confinement Rider(1)
(vii) Terminal Illness Rider(1)
(viii) Unisex Annuity Rates Rider(1)
(ix) Endorsement (Name Change - effective March 1, 2001. MetLife
Investors USA Insurance Company; formerly Security First Life Insurance
Company)(2)
(x) Form of Guaranteed Minimum Income Benefit Rider - (Living Benefit)
(GMIB II)(03/03)(4)
(xi) Individual Retirement Annuity Endorsement 8023.1 (9/02)(5)
(xii) Roth Individual Retirement Annuity Endorsement 9024.1 (9/02)(5)
(xiii) 401(a)/403(a) Plan Endorsement 8025.1 (9/02)(5)
(xiv) Tax Sheltered Annuity Endorsement 8026.1 (9/02)(5)
(xv) Simple Individual Retirement Annuity Endorsement 8276 (9/02)(5)
(xvi) Form of Guaranteed Minimum Income Benefit Rider [GMIB Plus or GMIB
III] 8018-2(05/05)(5)
(xvii) Form of Enhanced Dollar Cost Averaging Rider 8013-1( 05/05)(6)
(xviii) Form of Three Month Market Entry Rider 8104-1 (05/05)(6)
(xix) Guaranteed Withdrawal Benefit Rider MLIU-690-2 (11/05) (filed
herewith)
(xx) Guaranteed Minimum Accumulation Benefit Benefit Rider - Living
Benefit MLIU-670-1 (11/05) (filed herewith)
(xxi) Form of Contract Schedule [GMIB II, GMIB III, GWB I, GWB Enhanced,
GWB II, GWB III, GMAB] 8028-4 (11/05)(filed herewith)
(xxii) Purchase Payment Credit Rider 8030 (11/00) (filed herewith)
5. (i)
Form of Variable Annuity Application 8400 (4/05) APVA1105USASBVA (filed
herewith)
6. (i)
Copy of Restated Articles of Incorporation of the Company(5)
(ii) Copy of the Bylaws of the Company(5)
(iii) Certificate of Amendment of Certificate of Incorporation filed
10/01/79 and signed 9/27/79(5)
(iv) Certificate of Change of Location of Registered Office and/or
Registered Agent filed 2/26/80 and effective 2/8/80(5)
(v) Certificate of Amendment of Certification of Incorporation signed
4/26/83 and certified 2/12/85(5)
(vi) Certificate of Amendment of Certificate of Incorporation filed
10/22/84 and signed 10/19/84(5)
(vii) Certificate of Amendment of Certificate of Incorporation certified
8/31/94 and adopted 6/13/94(5)
(viii) Certificate of Amendment of Certificate of Incorporation of
Security First Life Insurance Company (name change to MetLife Investors
USA Insurance Company) filed 1/8/01 and signed 12/18/00(5)
7. (i)
Reinsurance Agreement between MetLife Investors USA Insurance Company and
Metropolitan Life Insurance Company(3)
(ii) Automatic Reinsurance Agreement between MetLife Investors USA
Insurance Company and Exeter Reassurance Company, Ltd.(3)
8. (i)
Form of Participation Agreement Among Metropolitan Series Fund, Inc.,
Metropolitan Life Insurance Company and Security First Life Insurance
Company(2)
(ii) Participation Agreement Among Met Investors Series Trust, Met
Investors Advisory Corp., MetLife Investors Distribution Company and
MetLife Investors USA Insurance Company (effective 2-12-01)(5)
9. Opinion and Consent of Counsel(4)
10. (i)
Consent of Independent Registered Public Accounting Firm (to be filed by
amendment)
(ii) Consent of Counsel (Sutherland Asbill & Brennan LLP) (to be filed
by amendment)
(iii) Consent of Counsel (Metlife Investors USA Insurance Company) (to
be filed by amendment)
11. Not Applicable.
12. Not Applicable.
13. Powers of Attorney for Michael K. Farrell, James P. Bossert, Susan A.
Buffum, Michael R. Fanning, Hugh C. McHaffie, Richard C. Pearson,
Elizabeth M. Forget, George Foulke and Jeffrey A. Tupper.(4)
(1) incorporated herein by reference to Registrant's Form N-4 (File Nos.
333-54464 and 811-03365) filed electronically on January 26, 2001.
(2) incorporated herein by reference to Registrant's Post-Effective
Amendment No. 1 to Form N-4 (File Nos. 333-54464 and 811-03365) filed
electronically on April 13, 2001.
(3) incorporated herein by reference to Registrant's Post-Effective
Amendment No. 4 to Form N-4 (File Nos. 333-54464 and 811-03365) filed
electronically on April 30, 2003.
(4) incorporated herein by reference to Registrant's Post-Effective
Amendment No. 5 to Form N-4 (File Nos. 333-54464 and 811-03365) filed
electronically on April 27, 2004.
(5) incorporated herein by reference to Registrant's Post-Effective
Amendment No. 6 to Form N-4 (File Nos. 333-54464 and 811-03365) filed
electronically on July 15, 2004.
(6) incorporated herein by reference to Registrant's Post-Effective
Amendment No. 8 to Form N-4 (File Nos. 333-54464 and 811-03365) filed
electronically on January 18, 2005.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
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:
[Download Table]
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR
------------------------------------- ---------------------------------------
Michael K. Farrell Chairman of the Board, President,
22 Corporate Plaza Drive Chief Executive Officer and Director
Newport Beach, CA 92660
Susan A. Buffum Director
334 Madison Avenue
Convent Station, NJ 07961
James P. Bossert Executive Vice President,
22 Corporate Plaza Drive Chief Financial Officer and Director
Newport Beach, CA 92660
Michael R. Fanning Director
501 Boylston Street
Boston, MA 02116
Elizabeth M. Forget Director
260 Madison Avenue
New York, NY 10016
George Foulke Director
501 Route 22
Bridgewater, NJ 08807
Hugh C. McHaffie Executive Vice President and Director
501 Boylston Street
Boston, MA 02116
Kevin J. Paulson Senior Vice President
4700 Westown Parkway
West Des Moines, IA 50266
Richard C. Pearson Executive Vice President, General
22 Corporate Plaza Drive Counsel, Secretary and Director
Newport Beach, CA 92660
Helayne F. Klier Executive Vice President
260 Madison Avenue
New York, NY 10016
Jeffrey A. Tupper Assistant Vice President and Director
22 Corporate Plaza Drive
Newport Beach, CA 92660
Debora L. Buffington Vice President, Director of Compliance
22 Corporate Plaza Drive
Newport Beach, CA 92660
Roberto Baron Vice President
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, NY 11101
Leonard M. Bakal Vice President
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, NY 11101
Betty Davis Vice President
1125 - 17th Street
Denver, CO 80202
Brian C. Kiel Vice President, Appointed Actuary
501 Route 22
Bridgewater, NJ 08807
[Download Table]
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR
------------------------------------- -------------------------------------
Christopher A. Kremer Vice President
501 Boylston Street
Boston, MA 02116
Marian J. Zeldin Vice President
501 Route 22
Bridgewater, NJ 08907
Karen A. Johnson Vice President
501 Boylston Street
Boston, MA 02116
Deron J. Richens Vice President
22 Corporate Plaza Drive
Newport Beach, CA 92660
Henryk K. Sulikowski, Jr. Vice President
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, NY 11101
Anthony J. Williamson Treasurer
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, NY 11101
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
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. No person is controlled by the
Registrant.
ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF MARCH 31, 2005
The following is a list of subsidiaries of MetLife, Inc. updated as of March 31,
2005. 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.
A. MetLife Group, Inc. (NY)
B. MetLife Bank National Association (USA)
C. Exeter Reassurance Company, Ltd. (Bermuda)
D. MetLife Taiwan Insurance Company Limited (Taiwan)
E. Metropolitan Tower Life Company (DE)
1. TH Tower NGP, LLC (DE)
2. Partners Tower, L.P. - a 99% limited partnership interest of
Partners Tower, L.P. is held by Metropolitan Tower Life Company and
1% general partnership interest is held by TH Tower NGP, LLC (DE)
3. TH Tower Leasing, LLC (DE)
F. MetLife Pensiones S.A. (Mexico)- 97.4738% is owned by Metlife, Inc. and
2.5262% is owned by Metropolitan Asset Management Corporation.
G. MetLife Chile Inversiones Limitada (Chile)- 99.9999999% is owned by
MetLife, Inc. and 0.0000001% is owned by Natiloportem Holdings, Inc.
1. MetLife Chile Seguros de Vida S.A. (Chile)- 99.99% is owned by
MetLife Chile Inversiones Limitada, and 0.01% is owned by MetLife
International Holdings, Inc.
a) MetLife Chile Administradora de Mutuos Hipotecarios S.A.
(Chile)- 99.99% is owned by MetLife Chile Seguros de Vida
S.A., and 0.01% is owned by MetLife Chile Inversiones
Limitada.
H. MetLife Mexico S.A. (Mexico)- 98.70541% is owned by Metlife, Inc.,
1.27483% is owned by Metropolitan Asset Management Corporation and
0.01976% is owned by Metlife International Holdings, Inc.
1. MetLife Afore, S.A. de C.V. (Mexico)- 99.99% is owned by MetLife
Mexico S.A. (Mexico) and 0.01% is owned by MetLife Pensiones S.A.
a) Met1 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by
MetLife Afore, S.A. and 0.01% is owned by MetLife Mexico S.A.
(Mexico)
b) Met2 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by
MetLife Afore, S.A. and 0.01% is owned by MetLife Mexico S.A.
(Mexico)
I. MetLife Mexico Servicios, S.A. de C.V. (Mexico)- 98% is owned by MetLife,
Inc. and 2% is owned by MetLife International Holdings, Inc.
J. Metropolitan Life Seguros de Vida S.A. (Uruguay)
K. MetLife Securities, Inc. (DE)
L. Enterprise General Insurance Agency, Inc. (DE)
1. MetLife General Insurance Agency of Texas, Inc. (DE)
2. MetLife General Insurance Agency of Massachusetts, Inc. (MA)
1
M. Metropolitan Property and Casualty Insurance Company (RI)
1. Metropolitan General Insurance Company (RI)
2. Metropolitan Casualty Insurance Company (RI)
3. Metropolitan Direct Property and Casualty Insurance Company (RI)
4. Met P&C Managing General Agency, Inc. (TX)
5. MetLife Auto & Home Insurance Agency, Inc. (RI)
6. Metropolitan Group Property and Casualty Insurance Company (RI)
a) Metropolitan Reinsurance Company (U.K.) Limited (United
Kingdom)
7. Metropolitan Lloyds, Inc. (TX)
a) Metropolitan Lloyds Insurance Company of Texas (TX)-
Metropolitan Lloyds Insurance Company of Texas, an affiliated
association, provides homeowner and related insurance for the
Texas market. It is an association of individuals designated
as underwriters. Metropolitan Lloyds, Inc., a subsidiary of
Metropolitan Property and Casualty Insurance Company, serves
as the attorney-in-fact and manages the association.
8. Economy Fire & Casualty Company (IL)
a) Economy Preferred Insurance Company (IL)
b) Economy Premier Assurance Company (IL)
N. Cova Corporation (MO)
1. Texas Life Insurance Company (TX)
a) Texas Life Agency Services, Inc. (TX)
b) Texas Life Agency Services of Kansas, Inc. (KS)
2. Cova Life Management Company (DE)
O. MetLife Investors Insurance Company (MO)
1. MetLife Investors Insurance Company of California (CA)
P. First MetLife Investors Insurance Company
Q. N.L. Holding Corp. (DEL) (NY)
1. Nathan & Lewis Associates, Inc. (NY)
a) Nathan and Lewis Insurance Agency of Massachusetts, Inc. (MA)
b) Nathan and Lewis Associates of Texas, Inc. (TX)
R. Walnut Street Securities, Inc. (MO)
1. Walnut Street Advisers, Inc. (MO)
S. Newbury Insurance Company, Limited
T. MetLife Investors Group, Inc. (DE)
1. MetLife Investors USA Insurance Company (DE)
2. MetLife Investors Distribution Company (MO)
3. Met Investors Advisory, LLC (DE)
4. MetLife Investors Financial Agency, Inc. (TX)
2
U. MetLife International Holdings, Inc. (DE)
1. Natiloportem Holdings, Inc. (DE)
a) Servicios Administrativos Gen, S.A. de C.V. (Mexico)
(1) MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by
Servicios Administrativos Gen, S.A. de C.V. and 1% is
owned by MetLife Mexico Cares, S.A. de C.V.
(2) MLA Servicios, S.A. de C.V. (Mexico) 99% is owned by
Servicios Administrativos Gen, S.A. de C.V. and 1% is
owned by MetLife Mexico Cares, S.A. de C.V.
2. MetLife India Insurance Company Private Limited (India)- 26% is
owned by MetLife International Holdings, Inc. and 74% is owned by
third parties.
3. Metropolitan Life Insurance Company of Hong Kong Limited (Hong
Kong)- 99.9987% is owned by Metlife International Holdings, Inc. and
0.0013% is owned by Natiloporterm Holdings, Inc.
4. Metropolitan Life Seguros de Retiro S.A. (Argentina)- 95% is owned
by MetLife International Holdings, Inc. and 5% is owned by
Natiloportem Holdings, Inc.
5. Metropolitan Life Seguros de Vida S.A. (Argentina)- 95% is owned by
MetLife International Holdings, Inc. and 5% is owned by Natiloportem
Holdings, Inc.
a) Met AFJP S.A. (Argentina)- 95% of the shares of Met AFJP S.A.
are owned by Metropolitan Life Seguros de Vida S.A. and 5% of
the shares of Met AFJP S.A. are held by Metropolitan Seguros
de Retiro S.A.
6. MetLife Insurance Company of Korea Limited (South Korea)
7. Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
99.999999% is owned by MetLife International Holdings, Inc. and
0.000001% is owned by Natiloportem Holdings, Inc.
a) Soma Seguradora, S.A. (Brazil)
V. Metropolitan Life Insurance Company (NY)
1. 334 Madison Avenue BTP-D Holdings, LLC (DE)
2. 334 Madison Avenue BTP-E Holdings, LLC (DE)
3. 334 Madison Avenue Euro Investments, Inc. (DE)
a) Park Twenty Three Investments Company (United Kingdom)- 99% of
the voting control of Park Twenty Three Investments Company is
held by 334 Madison Euro Investments, Inc. and 1% voting
control is held by St. James Fleet Investments Two Limited.
(1) Convent Station Euro Investments Four Company (United
Kingdom)- 99% of the voting control of Convent Station
Euro Investments Four Company is held by Park Twenty
Three Investments Company and 1% voting control is held
by 334 Madison Euro Investments, Inc. as nominee for
Park Twenty Three Investments Company.
4. St. James Fleet Investments Two Limited (Cayman Islands)- 34% of the
shares of St. James Fleet Investments Two Limited is held by
Metropolitan Life Insurance Company.
5. One Madison Investments (Cayco) Limited (Cayman Islands)- 89.9% of
the voting control of One Madison Investments (Cayco) Limited is
held by Metropolitan Life Insurance Company and 10.1% voting control
is held by Convent Station Euro Investments Four Company.
6. CRB Co, Inc. (MA)- AEW Real Estate Advisors, Inc. holds 49,000
preferred non-voting shares of CRB Co., Inc. and AEW Advisors, Inc.
holds 1,000 preferred non-voting shares of CRB, Co., Inc.
7. GA Holding Corp. (MA)
8. CRH Co., Inc. (MA)
3
9. L/C Development Corporation (CA)
10. Benefit Services Corporation (GA)
11. Thorngate, LLC (DE)
12. Alternative Fuel I, LLC (DE)
13. Transmountain Land & Livestock Company (MT)
14. MetPark Funding, Inc. (DE)
15. HPZ Assets LLC (DE)
16. MetDent, Inc. (DE)
17. Missouri Reinsurance (Barbados), Inc. (Barbados)
18. Metropolitan Tower Realty Company, Inc. (DE)
19. P.T. MetLife Sejahtera (Indonesia)-95.21% of P.T. MetLife Sejahtera
is held by Metropolitan Life Insurance Company
20. MetLife (India) Private Ltd. (India)
21. Metropolitan Marine Way Investments Limited (Canada)
22. MetLife Private Equity Holdings, LLC (DE)
23. Sino-US MetLife Insurance Company, Ltd (China)- 50% of Sino-US
MetLife Insurance Company is held by Metropolitan Life Insurance
Company
24. 23rd Street Investments, Inc. (DE)
a) Mezzanine Investment Limited Partnership-BDR (DE).
Metropolitan Life Insurance Company holds a 99% limited
partnership interest in Mezzanine Investment Limited
Partnership-BDR and 23rd Street Investments, Inc. is a 1%
general partner.
b) Mezzanine Investment Limited Partnership-LG (DE). 23rd Street
Investments, Inc. is a 1% general partner of Mezzanine
Investment Limited Partnership-LG. Metropolitan Life Insurance
Company holds a 99% limited partnership interest in Mezzanine
Investment Limited Partnership-LG.
25. Metropolitan Realty Management, Inc. (DE)
26. Hyatt Legal Plans, Inc. (DE)
a) Hyatt Legal Plans of Florida, Inc. (FL)
27. MetLife Holdings, Inc. (DE)
a) MetLife Credit Corp. (DE)
b) MetLife Funding, Inc. (DE)
4
28. Bond Trust Account A (MA)
29. Metropolitan Asset Management Corporation (DE)
a) MetLife Capital Credit L.P. (DE)- 90% of MetLife Capital
Credit L.P. is held directly by Metropolitan Life Insurance
Company and 10% General Partnership interest of MetLife
Capital Credit L.P. is held by Metropolitan Asset Management
Corporation.
(1) MetLife Capital CFLI Holdings, LLC (DE)
(a) MetLife Capital CFLI Leasing, LLC (DE)
b) MetLife Capital Limited Partnership (DE)- 73.78% Limited
Partnership interest is held directly by Metropolitan Life
Insurance Company and 9.58% Limited Partnership and 16.64%
General Partnership interests are held by Metropolitan Asset
Management Corporation.
c) MetLife Investments Asia Limited (Hong Kong)- One share of
MetLife Investments Asia Limited is held by W&C Services,
Inc., a nominee of Metropolitan Asset Management Corporation.
d) MetLife Investments Limited (United Kingdom)- 23rd Street
Investments, Inc. holds one share of MetLife Investments
Limited and MetLife Investments, S.A. and 1% of MetLife Latin
America Asesorias e Inversiones Limitada.
e) MetLife Investments, S.A. (Argentina)- 23rd Street
Investments, Inc. holds one share of MetLife Investments
Limited and MetLife Investments, S.A. and 1% of MetLife Latin
America Asesorias e Inversiones Limitada.
f) MetLife Latin America Asesorias e Inversiones Limitada
(Chile)- 23rd Street Investments, Inc. holds one share of
MetLife Investments Limited and MetLife Investments, S.A. and
1% of MetLife Latin America Asesorias e Inversiones Limitada.
30. New England Life Insurance Company (MA)
a) MetLife Advisers, LLC (MA)
b) New England Securities Corporation (MA)
(1) Hereford Insurance Agency, Inc. (MA)
c) Omega Reinsurance Corporation (AZ)
31. GenAmerica Financial, LLC (MO)
a) GenAmerica Capital I (DE)
b) General American Life Insurance Company (MO)
(1) Paragon Life Insurance Company (MO)
(2) GenAmerica Management Corporation (MO)
5
(3) Reinsurance Group of America, Incorporated (MO)
(a) Reinsurance Company of Missouri, Incorporated (MO)
(i) RGA Reinsurance Company (MO)
(A) Fairfield Management Group, Inc. (MO)
(aa) Reinsurance Partners, Inc. (MO)
(bb) Great Rivers Reinsurance
Management, Inc. (MO)
(cc) RGA (U.K.) Underwriting Agency
Limited (United Kingdom)
(ii) Triad Re, Ltd. (Barbados)-67% of Triad Re,
Ltd. is held by Reinsurance Group of
America, Incorporated and 100% of the
preferred stock of Triad Re, Ltd. is also
held by Reinsurance Group of America
Incorporated.
(iii) RGA Sigma Reinsurance SPC (Cayman Islands)
(iv) RGA Americas Reinsurance Company, Ltd.
(Barbados)
(v) RGA Reinsurance Company (Barbados) Ltd.
(Barbados)
(A) RGA Financial Group, L.L.C. (DE)- 80%
of RGA Financial Group, L.L.C. is held
by RGA Reinsurance Company (Barbados)
Ltd. and 20% of RGA Financial Group,
LLC is held by RGA Reinsurance Company
(vi) RGA Life Reinsurance Company of Canada
(Canada)
(vii) RGA International Corporation (Nova Scotia)
(A) RGA Financial Products Limited
(Canada)
(viii)RGA Holdings Limited (U.K.) (United Kingdom)
(A) RGA UK Services Limited (United
Kingdom)
(B) RGA Capital Limited U.K. (United
Kingdom)
(C) RGA Reinsurance (UK) Limited (United
Kingdom)
(ix) RGA South African Holdings (Pty) Ltd. (South
Africa)
(A) RGA Reinsurance Company of South
Africa Limited (South Africa)
(x) RGA Australian Holdings PTY Limited
(Australia)
(A) RGA Reinsurance Company of Australia
Limited (Australia)
(B) RGA Asia Pacific PTY, Limited
(Australia)
(xi) General American Argentina Seguros de Vida,
S.A. (Argentina)
(xii) Malaysia Life Reinsurance Group Berhad
(Malaysia)- 30% interest of Malaysia Life
Reinsurance Group Berhad is held by
Reinsurance Group of America, Incorporated.
6
(xiii)RGA Technology Partners, Inc. (MO)
(xiv) RGA International Reinsurance Company
(Ireland)
32. Corporate Real Estate Holdings, LLC (DE)
33. Ten Park SPC (CAYMAN ISLANDS ) - 1% voting control is held by
Metropolitan Asset Management Corporation
34. Tower Resources Group, Inc. (DE)
35. Headland Development Corporation (CA)
36. Headland - Pacific Palisades, LLC (CA)
37. Headland Properties Associates (CA)
38. Krisman, Inc. (MO)
39. Special Multi-Asset Receivables Trust (DE)
40. White Oak Royalty Company (OK)
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 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.
2) 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 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.
3) 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.
4) 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.
5) 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.
6) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are
pass-through investment pools, of which Metropolitan Life Insurance Company
and/or its subsidiaries and/or affiliates are general partners.
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.
7
ITEM 27. NUMBER OF CONTRACT OWNERS
Not applicable.
ITEM 28. INDEMNIFICATION
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.
ITEM 29. PRINCIPAL UNDERWRITERS
(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
First MetLife Investors Variable Annuity Account One
General American Separate Account Eleven
General American Separate Acocunt Twenty-Eight
General American Separate Account Twenty-Nine
General American Separate Account Two
Security Equity Separate Account Twenty-Six
Security Equity Separate Account Twenty-Seven
Separate Account A of Paragon Life
Separate Account B of Paragon Life
Separate Account C of Paragon Life
Separate Account D of Paragon Life
(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.
[Download Table]
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
------------------------------------- ---------------------------------------
Michael K. Farrell Director
22 Corporate Plaza Drive
Newport Beach, CA 92660
Craig W. Markham Director
13045 Tesson Ferry Road
St. Louis, MO 63128
William J. Toppeta Director
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City NY 11101
Leslie Sutherland President
1 Metlife Plaza
Long Island City NY 11101
Timothy A. Spangenberg Executive Vice President,
13045 Tesson Ferry Road Chief Financial Officer
St. Louis, MO 63128
Elizabeth M. Forget Executive Vice President,
260 Madison Avenue Chief Marketing Officer
New York, NY 10016
Edward C. Wilson Executive Vice President,
22 Corporate Plaza Drive Chief Distribution Officer
Newport Beach, CA 92660
Paul A. LaPiana Executive Vice President,
22 Corporate Plaza Drive Life Insurance Distribution Division
Newport Beach, CA 92660
Helayne F. Klier Executive Vice President
260 Madison Avenue
New York, NY 10016
Richard C. Pearson Executive Vice President,
22 Corporate Plaza Drive General Counsel, Secretary
Newport Beach, CA 92660
Anthony J. Williamson Treasurer
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City NY 11101
Charles M. Deuth Vice President, National Accounts
22 Corporate Plaza Drive and Director
Newport Beach, CA 92660
Deborah L. Buffington Vice President, Director of Compliance
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:
[Enlarge/Download Table]
(1) (2) (3) (4) (5)
Net Underwriting
Discounts And Compensation Brokerage Other
Name of Principal Underwriter Commissions On Redemption Commissions Compensation
----------------------------------------- ----------------- --------------- ------------- -------------
MetLife Investors Distribution Company $183,550,302 $0 $0 $0
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:
(a) Registrant
(b) Metlife Annuity Operations, 27000 Westown Parkway, Bldg. 4, Suite 200,
West Des Moines, IA 50266
(c) State Street Bank & Trust Company, 225 Franklin Street, Boston, MA
02110
(d) MetLife Investors Distribution Company, 22 Corporate Plaza Drive,
Newport Beach, CA 92660
(e) MetLife Investors Insurance Company, 22 Corporate Plaza Drive, Newport
Beach, CA 92660
(f) MetLife, 4010 Boy Scout Blvd., Tampa, FL 33607
(g) MetLife, 501 Boylston Street, Boston, MA 02116
(h) MetLife, 200 Park Avenue, New York, NY 10166
(i) MetLife, 1125 17th Street, Denver, CO 80202
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 has caused this Registration Statement to be signed on
its behalf in the City of Newport Beach and State of California on this 10th day
of June 2005.
[Download Table]
METLIFE INVESTORS USA SEPARATE
ACCOUNT A
(Registrant)
By: METLIFE INVESTORS USA INSURANCE COMPANY
By: /s/ Michael K. Farrell
----------------------------------------
Michael K. Farrell
President and Chief Executive Officer
METLIFE INVESTORS USA INSURANCE COMPANY
(Depositor)
By: /s/ Michael K. Farrell
----------------------------------------
Michael K. Farrell
President and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on June 10,
2005.
[Enlarge/Download Table]
/s/ Michael K. Farrell*
-------------------------------- Chairman of the Board, Chief Executive Officer,
Michael K. Farrell President and Director
/s/ James P. Bossert* Executive Vice President and Chief Financial Officer
--------------------------------
(Principal Accounting Officer) and Director
James P. Bossert
/s/ Susan A. Buffum* Director
--------------------------------
Susan A. Buffum
/s/ Michael R. Fanning* Director
--------------------------------
Michael R. Fanning
/s/ Elizabeth M. Forget* Director
--------------------------------
Elizabeth M. Forget
/s/ George Foulke* Director
--------------------------------
George Foulke
/s/ Hugh C. McHaffie* Director
--------------------------------
Hugh C. McHaffie
/s/ Richard C. Pearson* Director
--------------------------------
Richard C. Pearson
/s/ Jeffrey A. Tupper* Director
--------------------------------
Jeffrey A. Tupper
[Download Table]
*By: /s/ Michele H. Abate
----------------------------------------
Michele H. Abate, Attorney-In-Fact
June 10, 2005
* MetLife Investors USA Insurance Company. Executed by Michele H. Abate,
Esquire on behalf of those indicated pursuant to powers of attorney
incorporated herein by reference to Registrant's Post-Effective Amendment No. 5
to Form N-4 (File Nos. 333-54464/811-03365) filed as Exhibit 13 on April 27,
2004.
INDEX TO EXHIBITS
(4)(xix) Guaranteed Withdrawal Benefit Rider MLIU-690-2 (11/05)
(4)(xx) Guaranteed Minimum Accumulation Benefit Rider - Living Benefit
MLIU-670-1 (11/05)
(4)(xxi) Form of Contract Schedule 8028-4 (11/05)
(4)(xxii) Purchase Payment Credit Rider 8030 (11/00)
5(i) Form of Variable Annuity Application 8400 (4/05) APVA1105USASBVA
Dates Referenced Herein and Documents Incorporated by Reference
8 Subsequent Filings that Reference this Filing
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