[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]
1275 Pennsylvania Avenue NW
Washington, D.c. 20004-2415
202.383.0100
fax 202.637.3593
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ATLANTA AUSTIN HOUSTON
NEW YORK TALLAHASEE WASHINGTON DC
W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
March 16, 2009
Alison White, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: METLIFE INVESTORS USA INSURANCE COMPANY
METLIFE INVESTORS USA SEPARATE ACCOUNT A
INITIAL REGISTRATION STATEMENT ON FORM N-4
FILE NOS. 333-156648/811-03365
FIRST METLIFE INVESTORS INSURANCE COMPANY
FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE
INITIAL REGISTRATION STATEMENT ON FORM N-4
FILE NOS. 333-156646/811-08306
Dear Ms. White:
On behalf of MetLife Investors USA Insurance Company ("MLI USA") and its
separate account, MetLife Investors USA Separate Account A, and First MetLife
Investors Insurance Company ("First MetLife" and together with MLI USA, "the
Companies") and its separate account, First MetLife Investors Variable Annuity
Account One, we are providing the Companies' responses to your comments of
February 18, 2009 in connection with the above-referenced initial registration
statements filed on January 9, 2009. Each of the Staff's comments is set forth
below, followed by the Companies' response. To the extent that a response
indicates that the Companies propose revised disclosure, the revised prospectus
pages are attached.
1. GENERAL COMMENT
COMMENT: (a) Please confirm that the contract name on the front cover page
of the prospectus will continue to be the same as the EDGAR class
identifier associated with the contract.
RESPONSE: (a) The Companies confirm that the contract name on the front
cover page of the prospectus will continue to be the same.
COMMENT: (b) Please clarify supplementally whether there are any types of
guarantees or support agreements with third parties to support any of the
company's guarantees under the
Alison White, Esq.
March 16, 2009
Page 2
policy (other than reinsurance agreements) or whether the company will be
primarily responsible for paying out on any guarantees associated with the
policy.
RESPONSE: (b) MLI USA does not have any type of guarantee or support
agreement with a third party to support any of the guarantees under the
contract or any of its related riders. MLI USA will be responsible for
paying out guarantees associated with the contract.
First MetLife entered into a net worth maintenance agreement with its
parent company, MetLife, Inc ("MetLife"). The agreement is described in the
Statement of Additional Information ("SAI"). First MetLife intends to
incorporate by reference the MetLife, Inc. financial statements in the SAI
that will be filed with the pre-effective amendments in April.
COMMENT: (c) Please note that if you qualify for and intend to rely upon
the exemption provided by Rule 12h-7 under the Securities Exchange Act of
1934, you must include a statement to that effect in the prospectus. See
Release No. 33-8996 (January 8, 2009).
RESPONSE: (c) The Companies understand that various trade groups are in
discussions with the Staff regarding Rule 12h-7's applicability to variable
products. The Companies intend to wait until those discussions are
concluded prior to adding such disclosure in the pre-effective amendments
to be filed in April as may ultimately be required.
2. INDEX OF SPECIAL TERMS
COMMENT: Please put the correct page numbers in the Page column.
RESPONSE: The Companies will revise the Index to include the correct page
numbers in the Page column in the Pre-Effective Amendment.
3. FEE TABLES
COMMENT: If any of the underlying portfolios assess the redemption fees
referred to under "Market Timing," (page 27) please include a footnote
cross-referencing the narrative description of the redemption fees. Also,
please consider identifying the range of any such redemption fees in the
footnote or narrative.
RESPONSE: None of the underlying funds offered under the contracts assess a
redemption fee.
4. INVESTMENT PORTFOLIO EXPENSES & EXAMPLES
COMMENT: (a) Please note that we will need time to review the updated
information prior to accelerating the filings.
Alison White, Esq.
March 16, 2009
Page 3
RESPONSE: (a) The Companies understand the Staff will need time to review
the updated information prior to accelerating the filings. First MetLife
intends to file Pre-Effective Amendment No.1 to the Registration Statement
on Form N-4 (File Nos.333-156646/811-08306) on or about April 16th. MLI USA
intends to file Pre-Effective Amendment No.1 to the Registration Statement
on Form N-4 (File Nos. 333-156648/811-03365) on or about April 22nd. The
Companies intend to submit the updated information in draft form to the
Staff via EDGAR submission as soon as it is available.
COMMENT: (b) Supplementally confirm that the examples do not reflect the
Purchase Payment Credit.
RESPONSE: (b) The Companies confirm that the examples do not reflect the
Purchase Payment Credit.
5. THE ANNUITY CONTRACT
COMMENT: In the last sentence of the 6th paragraph, instead of referring
the reader to the "actual contract for more detailed information," please
disclose such information in either the prospectus or SAI.
RESPONSE: The Companies have attached revised disclosure for the
prospectus. The Statement of Additional Information already discloses more
detailed information on fixed annuity payments and transfers from a
variable annuity payment option to a fixed annuity payment.
6. OPTIONAL STEP-UP
COMMENT: Please revise the bolded text using plain English principles. See,
in particular, Rule 421(d)(2)(i) of the Securities Act of 1933.
RESPONSE: The Companies have attached revised disclosure.
7. OPTIONAL RESET
COMMENT: In the 2nd to last paragraph of the section, please describe the
circumstances in which it would be beneficial for a contract owner to elect
the one-time Optional Reset if the account value were larger than the
Benefit Base, but smaller than the Guaranteed Withdrawal Amount.
Alison White, Esq.
March 16, 2009
Page 4
RESPONSE: The Companies have revised the prospectuses to state that
although electing the one-time Optional Reset when the account value is
larger than the Benefit Base but lower than the GWA results in a decrease
in the Annual Benefit Payment, the total amount guaranteed to be received
over time will increase and the time period for which the owner will
receive payments is extended.
8. POWERS OF ATTORNEY
COMMENT: Please file new powers of attorney specifically referencing this
filing. See Rule 483(b) under the Securities Act of 1933.
RESPONSE: The Companies will file new powers of attorney specifically
referencing these filings with the Pre-Effective Amendments.
9. FINANCIAL STATEMENTS, EXHIBITS, AND OTHER INFORMATION
COMMENT: Financial statements, exhibits, and other required disclosure not
included in this registration statement must be filed in a pre-effective
amendment to the registration statement.
RESPONSE: The Companies will include any financial statements, exhibits,
and any other required disclosure not included in these registration
statements in the Pre-Effective Amendments to the registration statements.
10. TANDY COMMENT
The Companies will submit a letter under separate cover acknowledging the
Tandy representations.
* * *
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.
Alison White, Esq.
March 16, 2009
Page 5
Sincerely,
/s/ W. Thomas Conner
----------------------------------------
W. Thomas Conner
cc: Michele Abate, Esq.
John M. Richards, Esq.
Lisa Flanagan, Esq.