FROM: Conner, Thomas
SENT: Friday, December 16, 2011 5:08 PM
TO: 'Oh, Min S.'
CC: Pitts, Patrice; Conner, Thomas
SUBJECT: Metlife Investors Responses to Staff Comments on Class A Prospectus

Sonny:

Thank you for all your assistance on MLI's filings. In that regard, their
responses to your comments provided orally December 9th regarding the 49 state
Class A prospectus filing are attached, as well as "changed pages."

We look forward to discussing the responses with you early next week so that we
can receive staff clearance.


Tom

THOMAS CONNER | PARTNER


SUTHERLAND ASBILL & BRENNAN LLP
1275 Pennsylvania Avenue NW | Washington, DC 20004-2415
202.383.0590 direct | 202.637.3593 facsimile
Thomas.Conner@sutherland.com  |   www.sutherland.com
----------------------------      ------------------

www.regulatoryreformtaskforce.com
---------------------------------


CIRCULAR 230 DISCLOSURE: To comply with Treasury Department regulations, we
inform you that, unless otherwise expressly indicated, any tax advice contained
in this communication (including any attachments) is not intended or written to
be used, and cannot be used, for the purpose of (i) avoiding penalties that may
be imposed under the Internal Revenue Code or any other applicable tax law, or
(ii) promoting, marketing or recommending to another party any transaction,
arrangement, or other matter.

This e-mail message is intended only for the personal use of the recipient(s)
named above. This message may be an attorney-client communication and as such
privileged and confidential. If you are not an intended recipient, you may not
review, copy, or distribute this message. If you have received this
communication in error, please notify us immediately by e-mail and delete the
original message.


15827904_5.DOC

MLI Class A Change Pages.pdf