[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]
October 7, 2009
VIA EMAIL AND EDGAR CORRESPONDENCE SUBMISSION
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Ms. Alison White
Division of Investment Management
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE:REGISTRATION STATEMENTS ON FORM N-4 FOR METLIFE INVESTORS VARIABLE ANNUITY
ACCOUNT ONE (FILE NO. 333-54358) AND FIRST METLIFE INVESTORS VARIABLE
ANNUITY ACCOUNT ONE (FILE NO. 333-96775)
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Dear Ms. White:
On behalf of MetLife Investors Insurance Company ("MetLife Investors") and
First MetLife Investors Insurance Company ("First MetLife Investors," and
together with MetLife Investors, the "Companies," "we," or "us") and their
respective separate accounts, MetLife Investors Variable Annuity Account One
and First MetLife Investors Variable Annuity Account One, we are responding to
the comments that you provided to us on September 30, 2009 in connection with
the post-effective amendments to the above-referenced registration statements
filed on September 15, 2009 pursuant to paragraph (a)(1) of Rule 485 under the
Securities Act of 1933. Each of the Staff's comments is set forth below,
followed by the Companies' response.
(1)PROSPECTUS SUPPLEMENT DISCLOSURE
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COMMENT: Please clarify the sentence in the prospectus supplements that
reads: "Under our current policies and procedures, the related amount is the
excess, if any, of all prior purchase payments made under the contract
(excluding the new purchase payment), reduced by any withdrawals, over the
most recent account value in the contract." What does the registrant mean by
"over the"? Is this a ratio? If so, what is the ratio?
RESPONSE: The Companies have removed the sentence from the prospectus
supplements and replaced it with the following two sentences:
"Under our current policies and procedures, the related amount (if any) is
calculated by subtracting (a) the most recent account value in the contract
from (b) all prior purchase
payments made under the contract (excluding the new purchase payment),
reduced by any withdrawals. For purposes of determining "your investment,"
the related amount will not be less than zero."
(2)CLASS IDENTIFIERS
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COMMENT: Please include the class identifier on the first page of the
supplement.
RESPONSE: The class identifier for these variable annuity contracts is
"Class A." The second sentence of each prospectus supplement identifies the
supplement as pertaining to the Class A variable annuity contract.
(3)PRINCIPAL UNDERWRITING AGREEMENT, RETAIL SALES AGREEMENT, AND PARTICIPATION
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AGREEMENTS
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COMMENT: Please file the actual instead of the "form of" exhibits for the
principal underwriting agreement, the retail sales agreements, and the
participation agreements.
RESPONSE: The Companies will include the actual principal underwriting
agreement, retail sales agreement, and participation agreements in the next
post-effective amendments to the registration statements, which we
anticipate filing pursuant to paragraph (a)(1) of Rule 485 under the
Securities Act of 1933 on October 9, 2009.
(4)TANDY REPRESENTATION
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COMMENT: Please provide the appropriate Tandy representations that relate to
the acceleration of the filings.
RESPONSE: The Companies will submit a letter under separate cover
acknowledging the Tandy representations. The Tandy representations will
relate to the acceleration of the filings.
***
We hope that you will find these responses satisfactory. If you have any
questions or comments, please contact the undersigned at (202) 383.0590.
Sincerely,
/s/ W. Thomas Conner
W. Thomas Conner
Enclosures
cc:Michele H. Abate, Esq.
John M. Richards, Esq.
Lisa A. Flanagan, Esq.
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