The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001030011
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
NEW ENGLAND LIFE INSURANCE CO
Jurisdiction of Incorporation/Organization
MASSACHUSETTS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
NEW ENGLAND LIFE INSURANCE CO
Street Address 1 Street Address 2
New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Boston MASSACHUSETTS 02116-3700 (617) 578-2000

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0000937834
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
METROPOLITAN LIFE INSURANCE CO
Jurisdiction of Incorporation/Organization
NEW YORK
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
METROPOLITAN LIFE INSURANCE CO
Street Address 1 Street Address 2
200 Park Avenue
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
New York NEW YORK 10166-0188 (212) 578-2211

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001099219
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
METLIFE INC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
METLIFE INC
Street Address 1 Street Address 2
200 Park Avenue
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
New York NEW YORK 10166-0188 (212) 578-2211

3. Related Persons

Last Name First Name Middle Name
Vietri Michael J.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Vietri is a director of New England Life Insurance Company.
Last Name First Name Middle Name
Wheeler William J.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Wheeler is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Farrell Michael K.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Farrell is a director and executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Leland Alan C.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Leland is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Lunman Gene L.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Lunman is a director of New England Life Insurance Company.
Last Name First Name Middle Name
Hijkoop Frans
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Hijkoop is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Kandarian Steven A.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Kandarian is a director and executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Rosenthal Jonathan L.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Rosenthal is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Hirschhorn Beth
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Ms. Hirschhorn is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Cammarata William D.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Cammarata is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Carlson Peter M.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Carlson is a director and executive officer of New England Life Insurance Company, and an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Kelly, Jr. Alfred F.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Kelly is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Kinney Catherine R.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Ms. Kinney is a director of Metlife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Khalaf Michel
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Khalaf is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Breneman Brian
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Breneman is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Morris Maria
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Ms. Morris is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Katz Todd B.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Katz is a director of New England Life Insurance Company.
Last Name First Name Middle Name
Ragusa Louis J.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Ragusa is a director of New England Life Insurance Company.
Last Name First Name Middle Name
Richmond Catherine M.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Ms. Richmond is a director of New England Life Insurance Company.
Last Name First Name Middle Name
Sollman, Jr. Robert E.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Sollman is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Goulart Steven J.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Goulart is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Kilts James M.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Kilts is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Burwell Sylvia Mathews
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Ms. Burwell is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Price Hugh B.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Price is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Sicchitano Kenton J.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Sicchitano is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Hubbard R. Glenn
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Hubbard is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Lippert Martin J.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Lippert is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Grise Cheryl W.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Ms. Grise is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Castro-Wright Eduardo
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Castro-Wright is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Satcher David
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Satcher is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Wang Lulu C.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Ms. Wang is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Keane John M.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Mr. Keane is a director of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Steigerwalt Eric T.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Steigerwalt is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Latrenta Nicholas D.
Street Address 1 Street Address 2
c/o Metropolitan Life Insurance Company 200 Park Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10166-0188
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Latrenta is an executive officer of MetLife, Inc. and Metropolitan Life Insurance Company.
Last Name First Name Middle Name
Lenna Robin
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Ms. Lenna is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Brash Steven J.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Brash is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Debel Marlene B.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Ms. Debel is an executive officer of New England Life Insurance Company.
Last Name First Name Middle Name
Raczko William J.
Street Address 1 Street Address 2
c/o New England Life Insurance Company 501 Boylston Street
City State/Province/Country ZIP/PostalCode
Boston MASSACHUSETTS 02116-3700
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Mr. Raczko is an executive officer of New England Life Insurance Company.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
X Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2009-01-01    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Deferred compensation obligations.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $3,211,968 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

X
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
2
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
27

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
New England Life Insurance Company /s/ Isaac Torres Isaac Torres Secretary 2012-01-24
METLIFE INC /s/ Christine M. DeBiase Christine M. DeBiase Vice President and Secretary 2012-01-24
Metropolitan Life Insurance Company /s/ Isaac Torres Isaac Torres Assistant Secretary 2012-01-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.