W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
December 9, 2010
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. 333-169685/811-03365
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First MetLife Investors Insurance Company
First MetLife Investors Variable Annuity Account One
Initial Registration Statement on Form N-4
File Nos. 333-169687/811-08306
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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 November 9, 2010 in connection with the above-referenced initial registration
statements filed on September 30, 2010. 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.
Alison White, Esq.
December 9, 2010
Page 2
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 policy (other than reinsurance agreements)
or whether the company will be solely 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. 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 December.
2. Fee Tables
Comment: (a) Rather than using a mix of Notes (i.e. Note 1, Note 2,
Note 3...), asterisks (i.e. *,**,***...), symbols (i.e. +) and numbers to
mark footnotes, please choose one method and use it consistently.
Response: (a) The Companies have attached revised disclosure. The Owner
Transaction Expenses table, the Separate Account Annual Expenses table, and
the Additional Optional Rider Charges table now all use the "Note 1" method
of designating footnotes. The Investment Portfolio Expenses table continues
to use numbers in parentheses to designate footnotes.
Comment: (b) Please note that we will want to see the expense examples
prior to accelerating the filing.
Response: (b) The Companies have attached the completed expense example
pages.
3. Mortality and Expense Charge and Administrative Charge
Comment: It is unclear why the M&E charge is used to cover administrative
costs when you also have an Administrative Charge. Please advise.
Response: The Companies submit that it is not inconsistent with industry
practice to have more than once source of administrative fees. In fact, the
fee table in Item 3 of Form N-4 includes a line item for an "[Annual]
Contract Fee" and a line item for "Account Fees and Expenses." Instruction
7 to Item 3 states that the "[Annual] Contract Fee" includes any contract,
account, or similar fee imposed on all contractowner accounts on any
recurring
Alison White, Esq.
December 9, 2010
Page 3
basis. Instruction 14 to Item 3 states that "Account Fees and Expenses"
include all fees and expenses (except sales loads and mortality and expense
risk fees) that are deducted from separate account assets or charged to all
contractowner accounts.
4. Nursing Home or Hospital Confinement Rider and Terminal Illness Rider
Comment: Please disclose that there are no fees for these riders.
Response: The Companies have attached revised disclosure stating that there
are no fees for these riders.
5. Annuity Date
Comment: Please highlight the statement in the last paragraph that "if you
have selected a living benefit rider... annuitizing your contract
terminates the rider, including any death benefit provided by the rider and
any Guaranteed Principal adjustment... that may also be provided by the
rider."
Response: The Companies have attached revised disclosure with the statement
highlighted.
6. GMIB Plus III and Decedent Contracts
Comment: According to the disclosure under GMIB Plus III, the rider can
only be elected at the time a contract is purchased. Therefore, in plain
English, please clarify the disclosure with respect to purchases by a
beneficiary. Also, please specifically disclose the effect of the 10 year
waiting period on a beneficiary under a qualified or unqualified contract
in light of the tax law requirements for distributions assuming the rider
was purchased by a contract owner prior to death. Please make similar
clarifying changes with respect to the Guaranteed Withdrawal Benefits
described on pages 47-49.
Response: To eliminate potential confusion from the reference to the
"purchase by a beneficiary" of the GMIB Plus III rider, the Companies have
removed that reference and rewritten the paragraph in plain English to
clarify the types of contracts under which the rider may not be purchased.
The Companies have also rewritten the equivalent paragraph in the
Guaranteed Withdrawal Benefits section. The Companies have attached revised
disclosure.
Alison White, Esq.
December 9, 2010
Page 4
7. Exhibit 3(iv) - File Nos. 333-169685 and 811-3365 only
Comment: Please file the actual rather than the "form of" Enterprise
Selling Agreement.
Response: The Company believes that the approach of filing a "form of"
Enterprise Selling Agreement is specifically permitted by Item 24(b)(3) of
Form N-4, which expressly permits the filing of sales agreements as
specimens. The "form of" Enterprise Selling Agreement that the Company has
filed constitutes the specimen master contract.
8. Powers of Attorney
Comment: Please provide powers of attorney that relate specifically to the
registration statement. 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 this registration
statement 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.
* * *
Alison White, Esq.
December 9, 2010
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
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W. Thomas Conner
cc: Michele Abate, Esq.
John Richards, Esq.
Lisa Flanagan, Esq.