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W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
October 13, 2008
VIA ELECTRONIC MAIL AND EDGAR CORRESPONDENCE SUBMISSION
Michelle Roberts, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: First MetLife Investors Variable Annuity Account One
Initial Registration Statement on Form N-4
File Nos. 333-152450/811-08306
Dear Ms. Roberts:
On behalf of First MetLife Investors Insurance Company ("FMLI") and its
separate account, First MetLife Investors Variable Annuity Account One, we are
providing FMLI's responses to your comments of September 19, 2008 in connection
with the above-referenced initial registration statements filed on July 22,
2008. Each of the Staff's comments is set forth below, followed by FMLI's
response. To the extent that a response indicates that FMLI proposes revised
disclosure, the revised prospectus pages are attached.
1. GENERAL COMMENT
COMMENT: Please disclose to the Staff whether there are any types of
guarantees or support agreements with third parties to support any of the
guarantees under the policy or any of its related riders. If there are not,
please include a representation in the response letter indicating that there
are no such agreements and the Depositor will be primarily responsible for
paying out any guarantees associated with the policy.
RESPONSE: FMLI entered into a net worth maintenance agreement with its
parent company, MetLife, Inc ("MetLife"). The agreement is described in the
Statement of Additional
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Michelle Roberts, Esq.
October 13, 2008
Page 2
Information ("SAI"). The Staff has informed FMLI that it believes that
MetLife's financial statements need to be included in its SAI. Without
conceding that MetLife's financial statements are required to be included in
the SAIs in FMLI's registration statements, FMLI has determined to
incorporate MetLife's financial statements by reference into the SAI.
2. FEE TABLE (PGS. 10-13)
COMMENT: (a) The Optional Rider Charges table's use of "(maximum)" needs
further elaboration. Please insert a clarifying footnote. (See, for example,
p 55, footnote 3.)
RESPONSE: (a) FMLI has revised the prospectus to include the following
footnote: "Certain rider charges may increase upon an Optional Step-Up or
Optional Reset, but they will not exceed the maximum charges listed in this
table. (See "Expenses.")."
COMMENT: (b) Footnote 2 on page 10 contains a typographical
error--"Withdawal." Please correct.
RESPONSE: (b) FMLI revised the prospectus to correct the typographical error.
COMMENT: (c) At the end of the Portfolio Expenses table, there is a
reference to "Net Total Annual Portfolio Expenses" but there is no column in
the table with that heading. Should that reference be changed to "Total
Annual Portfolio Expenses"? In addition, with regard to footnotes to the
Portfolio Expenses Table that reference the use of "estimated expenses"
(e.g., footnote 1), the Registrant should disclose why the expenses are
estimated.
RESPONSE: (c) FMLI has revised the prospectus to change the reference from
"Net Total Annual Portfolio Expenses" to "Total Annual Portfolio Expenses."
In addition, certain fund expenses are estimated because the funds are new.
FMLI's footnote disclosure is in the format provided by the funds and it is
consistent with Form N-1A.
3. EXAMPLES (P. 14)
COMMENT: If applicable, please confirm in your correspondence to the Staff
that the figures set forth in the Example tables do not reflect the bonus
credits.
RESPONSE: FMLI confirms that the figures set forth in the Example tables do
not reflect the bonus credits.
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Michelle Roberts, Esq.
October 13, 2008
Page 3
4. APPENDIX B
COMMENT: Please add notes to the Account Values columns indicating how each
value was calculated.
RESPONSE: FMLI has revised the prospectus to add notes explaining how the
values are calculated.
5. APPENDIX C AND APPENDIX D
COMMENT: Clarify that when a Purchaser makes an excess withdrawal, the
reduction in account value is calculated using the entire amount of the
withdrawal and not just the amount that exceeded the Annual Increase
Amount/Annual Benefit Amount (as applicable).
RESPONSE: FMLI revised the prospectus to clarify that the reduction in
account value is calculated using the entire amount of the withdrawal and
not just the amount that exceeded 6% of the Annual Increase Amount (for the
GMIB Plus) or the Annual Benefit Payment (for the Lifetime Withdrawal
Guarantee).
6. MISCELLANEOUS
COMMENT: (a) Please note that the Staff is reserving the right to comment on
the Prospectus supplement that was filed as part of this initial
registration statement as well as a similar supplement that was filed on
July 17, 2008, under MetLife Investors Separate Account A (Accession
No. 0001193125-08-152855)
RESPONSE: (a) Based on Staff comments, FMLI and MetLife Investors USA
Insurance Company have made the determination to remove the Purchase Payment
Credit recapture supplement from the filings and not to include any
reference to the Purchase Payment Credit recapture in the filings.
COMMENT: (b) Any exhibits, financial statements, and any other required
disclosure not included in this registration statement must be filed in a
pre-effective amendment to the registration statement.
RESPONSE: (b) FMLI will include any exhibits, financial statements, and any
other required disclosure not included in this registration statement in a
pre-effective amendment to the registration statement. In addition, FMLI
will provide the Tandy representations under separate cover.
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Michelle Roberts, Esq.
October 13, 2008
Page 4
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
cc: Michele Abate, Esq.
John Richards, Esq.
Lisa Flanagan, Esq.
8040979.2 SUTHERLAND ASBILL & BRENNAN LLP