W. THOMAS CONNER
DIRECT LINE: 203.383.0590
Internet: thomas.conner@sutherland.com
June 26, 2008
VIA E-MAIL AND EDGAR CORRESPONDENCE SUBMISSION
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Mr. Michael L. Kosoff
Division of Investment Management
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: METLIFE INVESTORS USA INSURANCE COMPANY, METLIFE INVESTORS USA
SEPARATE ACCOUNT A, FIRST METLIFE INVESTORS INSURANCE COMPANY, AND
FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE (FILE NOS.
333-148869, 333-148873, 333-148872, 333-148876, 333-148870, AND
333-148874)
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Dear Mr. Kosoff:
On behalf of MetLife Investors USA Insurance Company ("MLI USA"), First
MetLife Investors Insurance Company ("FMLI," and together with MLI USA, the
"Companies") and their respective separate accounts, MetLife Investors USA
Separate Account A and First MetLife Investors Variable Annuity Account One, we
are responding to the comments that you provided to us on June 23, 2008 in
connection with the above-referenced registration statements filed on January
25, 2008. Each of the Staff's comments is set forth below, followed by the
Companies' response. In addition, we have attached pages of the prospectuses
marked to reflect the revisions that the Companies propose to make in response
to the Staff's comments.
As you know, for business reasons the Companies recently decided to
postpone the launch of the MLI USA Pioneer PRISM XC, FMLI Pioneer PRISM XC, FMLI
Pioneer PRISM, and FMLI Pioneer PRISM L products (File Nos. 333-148870, 333-
148874, 333-148873, and 333-148876, respectively). Accordingly, the Companies
are not requesting acceleration of the effectiveness of these registration
statements at this time. The Companies are requesting acceleration of the
effectiveness of the MLI USA Pioneer PRISM and MLI USA Pioneer PRISM L
registration statements (File Nos. 333-148869 and 333-148872, respectively) to
June 27, 2008, or as soon as reasonably practicable thereafter.
Michael Kosoff, Esq.
June 26, 2008
Page 2
(1) STATE LAW VARIATIONS
COMMENT: Please include a statement in the prospectus to the effect
that the prospectus describes all material features of the contract.
RESPONSE: The Companies have revised the prospectuses to include the
following statement: "This prospectus is intended to describe all the
material features of the contract."
(2) TOTAL ANNUAL FUND OPERATING EXPENSES
COMMENT: (a) Please include either of the following statements in the
narrative preceding "Total Annual Fund Operating Expenses:" (1) To the
Company's knowledge, none of the Underlying Funds currently impose a
short-term redemption fee; or (2) the Underlying Funds may impose a
redemption fee in the future.
RESPONSE: (a) The Companies have revised the prospectuses to include
the following statement in the narrative preceding "Total Annual Fund
Operating Expenses:" "Certain investment portfolios may impose a
redemption fee in the future."
COMMENT: (b) Please note that contractual waivers and reimbursements
ending in less than one year from the effective date of the
prospectuses cannot be reflected in the fee tables.
RESPONSE: (b) When updating the expenses of the investment portfolios,
the Companies will ensure that the waivers and reimbursements
reflected in the Fee Table are in effect for at least one year from
the effective date of the prospectus.
(3) FREE LOOK
COMMENT: Please add disclosure in the prospectus to let investors know
that in some circumstances it might be more advantageous to redeem the
contract instead of exercising the free look right.
RESPONSE: For the reasons we have recently discussed with the Staff,
the Companies respectfully decline to add the suggested disclosure.
(4) SUSPENSION OF PAYMENTS OR TRANSFER
COMMENT: Please acknowledge that the SEC Staff expresses no view on
whether or not Executive Order 13224 preempts Section 22(e).
RESPONSE: The Companies acknowledge that the SEC Staff expresses no
view on whether or not Executive Order 13224 preempts Section 22(e).
Michael Kosoff, Esq.
June 26, 2008
Page 3
(5) LIVING BENEFITS
COMMENT: (a) Please consider adding a brief explanation of when
annuitizing is more or less beneficial than receiving Annual Benefit
Payments under the LWG II. This explanation may be placed in a
different section of the prospectus.
RESPONSE: (a) The Companies have revised the prospectuses to add a
brief explanation of when annuitizing is more or less beneficial than
receiving Annual Benefit Payments under the LWG II.
COMMENT: (b) Please add a footnote to the "Summary of Guaranteed
Withdrawal Benefit Riders" table that states that the LWG II imposes
investment restrictions.
RESPONSE: (b) The Companies have revised the prospectuses to add a
footnote to the "Summary of Guaranteed Withdrawal Benefit Riders"
table that states that the LWG II rider imposes investment
restrictions.
(6) DEATH BENEFIT
COMMENT: (a) Please provide a brief example of the proportionate
reduction under the Principal Protection death benefit and the Annual
Step-Up death benefit.
RESPONSE: (a) The Companies have provided examples in Appendix D to
show how the porportionate reduction under the Principal Protection
Death Benefit rider and the Annual Step-Up Death Benefit rider
operate and have included a cross-reference where appropriate.
COMMENT: (b) Please provide a brief example of withdrawal adjustments
under the Compounded-Plus death benefit.
RESPONSE: (b) The Companies have revised the prospectuses to provide
examples in Appendix D to show how the withdrawal adjustments under
the Compounded-Plus Death Benefit rider operate and have included a
cross-reference where appropriate.
COMMENT: (c) With regard to the Enhanced Death Benefit rider, please
place the investment restrictions in the beginning of the section or
include a phrase indicating that there are investment restrictions.
RESPONSE: (c) The Companies have revised the first sentence of the
first paragraph of the "Optional Death Benefit--Enhanced Death
Benefit" section of the prospectuses to read: "In states where
approved, you may select the Enhanced Death Benefit rider (subject to
investment restrictions) if you are age 75 or younger at the effective
date of your contract and you have not elected any GWB rider."
Michael Kosoff, Esq.
June 26, 2008
Page 4
(7) FEDERAL INCOME TAX STATUS
COMMENT: Please provide either a discussion of RMD in the "Federal
Income Tax Status" section or a cross reference in the "Federal Income
Tax Status" section to the "Living Benefits" section.
RESPONSE: The Companies note that there is currently a discussion of
RMD in the prospectuses under the "Federal Income Tax Status--Other
Tax Issues" section. However, the Companies have revised the
prospectuses to also add a cross reference in this section to the
"Living Benefits" section.
(8) SUPPORT AGREEMENTS
COMMENT: Please provide the Staff with a copy of the support
agreement.
RESPONSE: As you know, MLI USA does not have any support agreements.
FMLI incorporated its net worth maintenance agreement into the initial
Pioneer PRISM registration statements by reference. The agreement was
originally filed on EDGAR as an exhibit to FMLI's Post-Effective
Amendment No. 10 (333-96773) filed on April 26, 2006. We e-mailed you
a copy of this agreement on June 24, 2008.
(9) PURCHASE PAYMENT CREDIT
COMMENT: In the Pioneer PRISM XC prospectuses, please disclose that
you expect to make a profit from the bonus charges.
RESPONSE: The Companies have revised the Pioneer PRISM XC prospectuses
to include the following statement: "We anticipate the contracts, over
the long-term, will be profitable for us."
(10) EXPENSE EXAMPLES
COMMENT: Please revise the expense examples to add a heading to each
row to show that the top row is the maximum and the bottom row is the
minimum.
RESPONSE: The Companies have added a new column in the expense
examples to include the words "maximum" and "minimum."
Michael Kosoff, Esq.
June 26, 2008
Page 5
* * *
We hope that you will find these responses satisfactory. If you have any
questions or comments, please contact the undersigned at (202) 383-0590 or Lisa
Flanagan at (202) 383-0873.
Sincerely,
/s/ W. Thomas Conner
W. Thomas Conner
Enclosure
cc: Paula Minella, Esq.
Lisa Flanagan, Esq.