[SUTHERLAND ASBILL & BRENNAN LETTERHEAD]
W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
June 29, 2011
VIA EDGAR TRANSMISSION
Min S. Oh, Esq.
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: MetLife Investors USA Insurance Company
MetLife Investors USA Separate Account A
Post-Effective Amendment No. 9 to Registration Statement on Form N-4
(File Nos. 333-137968/ 811-03365)
First MetLife Investors Insurance Company
First MetLife Investors Variable Annuity Account One
Post-Effective Amendment No. 9 to Registration Statement on Form N-4
(File Nos. 333-137969/ 811-08306)
Dear Mr. Oh:
On behalf of MetLife Investors USA Insurance Company ("MLI USA") and its
separate account MetLife Investors USA Separate Account A ("Separate Account
A"), and First MetLife Investors USA Insurance Company ("First MetLife," and
together with MLI USA, the "Companies") and its separate account First MetLife
Investors Variable Annuity Account One ("VA Account One"), we are providing the
Companies' responses to your oral comments of June 17, 2011, in connection with
the above-referenced post-effective amendment filings (each, an "Amendment,"
together, the "Amendments") made on May 3, 2011. You noted that the comments
are based on the SEC staff's review of the Amendment filed by Separate Account
A (File Nos. 333-137968/ 811-03365), and that they apply as well to the
Amendment filed by VA Account One (File Nos. 333-137969/ 811-08306), except as
otherwise noted. Each of the SEC staff's comments is set forth below, followed
by the Companies' response.
U.S. Securities and Exchange Commission
June 29, 2011
Page 2
COMMENT #1. Please note that the SEC staff does not believe that a
post-effective amendment should go effective before the time that the changes
presented in that amendment take effect.
Response: The Companies filed the Amendments on May 3, 2011, with the intent
--------
that the Amendments become effective 60 days after filing--on July 2--pursuant
to rule 485(a)(1) of the Securities Act of 1933 ("1933 Act"). The Companies
anticipate using the prospectus supplement included in the Amendments to revise
the respective current prospectuses to inform prospective contract owners of
changes to the variable annuity contracts that are scheduled to take effect on
July 18, 2011. That way, prospective contract owners can make an informed
decision about whether they would prefer to purchase the PrimElite IV/SM/
variable annuity contract ("PEIV" or the "Contract") with the current charge
structure for the Lifetime Withdrawal Guarantee rider ("LWG rider") or with a
new charge structure for the rider that would apply on or after July 18, 2011.
The Companies respectfully submit that it is in the best interest of the
prospective contract owner to be an "educated consumer." In this instance, that
means placing prospective contract owners in a position to determine the timing
of the purchase of a Contract with the LWG rider based on knowledge of the
imminent increase in the rider charge.
In addition, as a practical matter, having the Amendments become effective
in early July gives the Companies the time necessary to have the final version
of the supplements printed and distributed to selling firms before July 18,
2011.
A. Please explain to the SEC staff the basis for the lag between the cut off
date for purchasing the current version of the contract (July 15) and the date
that the changes presented in the post-effective amendment take effect (July
18).
Response: Because the rider charge increase takes effect on Monday, July 18,
--------
2011, the immediately preceding close of regular trading on the New York Stock
Exchange occurs on Friday, July 15. The increased rider charges described in
the supplement will apply only to Contracts sold with applications received
after the close of regular trading on the New York Stock Exchange on Friday,
July 15, 2011.
B. Please confirm that the timing of the rider charge increase disclosed in
the supplement is not designed to encourage sales before that charge increase
takes effect. Please explain why such sales would not occur or what steps the
insurance company would take to prevent such sales from occurring.
Response: As noted above, the Companies want to give advance notice of the
--------
rider charge increase so that prospective contract owners and their financial
representatives can make informed decisions about the purchase of a Contract
with the LWG rider. The Companies do not intend for the prospectus (as
supplemented) to increase sales between July 2 and July 18, 2011. The Companies
further note that FINRA rules--such as FINRA Rule 2330, which establishes sales
practice standards regarding recommended purchases and exchanges of deferred
variable annuities--place on broker-dealers the obligation to determine whether
sale of a variable annuity, such as the Contracts, is suitable.
U.S. Securities and Exchange Commission
June 29, 2011
Page 3
COMMENT #2. The facing sheet of the filing (for the national version of PEIV)
indicates that the post-effective amendment incorporates by reference the
prospectus and statement of additional information and three supplements--all
dated May 1, 2011--included in post-effective amendment number 8 to the
registration statement on Form N-4 (File No. 333-137968/ 811-03365) filed on
April 21, 2011.
A. The staff was not able to locate these supplements and, therefore, could
not ascertain the interplay of those supplements and the present post-effective
amendment filing. Please clarify how the staff can locate these supplements.
Response: Post-effective amendment number 8 to the registration statement
--------
for the national version of the Contract (File No. 333-137968), as filed on
April 21, 2011, is accessible via EDGAR and includes three prospectus
supplements (each dated May 1, 2011) regarding: (i) an investment portfolio
merger that occurred after the close of business on April 29, 2011,
(ii) information specific to Contracts sold in Oregon, and (iii) information
about tax considerations for Contracts sold in Puerto Rico.
Likewise, post-effective amendment number 8 to the registration statement
for the New York version of the Contract (File No. 333-137969), as filed on
April 15, 2011, is accessible via EDGAR and includes the supplement described
in (i) in the preceding paragraph.
B. Please explain to the staff why the registrant believed that it was
appropriate to file three supplements and the prospectus to which those
supplements relate on the same day, and all dated May 1, 2011.
Response: The Companies respectfully submit that the concurrent filing of a
--------
prospectus and supplements to that prospectus that bear the same date as the
prospectus is an established practice of the variable contract industry,
particularly when the supplements incorporate disclosure that is only relevant
to variable contracts sold in a particular state or that is relevant for a
limited group of contract owners. In the present instance, two of the
supplements filed along with post-effective amendment number 8 to the
registration statement for the national version of the Contract (File
No. 333-137968) related to state-specific disclosure that is only relevant to
Contracts issued in Oregon or to Contracts sold in Puerto Rico; the third
supplement (which is the only supplement that was included with post-effective
amendment number 8 to the registration statement for the New York version of
the Contract (File No. 333-137969)) relates to a merger of underlying funds
available under the Contracts that occurred before May 1, 2011, and was only
relevant to owners of existing Contracts (and not to prospective contract
owners).
COMMENT #3. Item 2 of the supplement clearly identifies the section of the
prospectus that should be revised to reflect the increased rider charge. For
clarity, please identify--by name and the page number on which it appears--the
section of the prospectus where additional disclosure should be added to
reflect the rider charge increase described in Item 1.
U.S. Securities and Exchange Commission
June 29, 2011
Page 4
Response: For the following reasons, the Companies respectfully decline to
--------
revise the prospectus disclosure as set forth in this comment. The statement of
the rider charge increase in Item 1 of the supplement is consistent with "Plain
English" guidelines for a clear and succinct presentation of information
necessary for an investor to make an informed decision. The Companies
respectfully submit that lengthening the supplement to specifically note each
portion of the prospectus that cites the rider charge levels that will apply to
applications received in good order on or after July 18, 2011, would only serve
to lengthen the supplement with repetitive citing of the increased rider charge
that neither clarifies the disclosure nor helps the investor make an informed
decision about purchasing the Contract with the LWG rider.
COMMENT #4. Please revise Item 2 of the supplement to provide "Examples"
reflecting the current rider charge, as well as "Examples" reflecting the
increased rider charge. Similarly, the supplement should include the current
rider charges as well as the increased rider charges that will apply to
contracts issued on or after July 18, 2011.
Response: For the following reasons, the Companies respectfully decline to
--------
revise the supplement as set forth in this comment. The supplement is designed
to update and complement the information in the prospectus by highlighting the
rider charge increase and the impact of that increase. The Companies
respectfully submit that repetition of information that currently appears in
the prospectus and is not affected by the rider charge increase would lengthen
the supplement, diminish the prominence of the change being described, and
would only reiterate and not elucidate the significance or impact of the rider
charge increase described.
COMMENT #5. Please provide the staff with a copy of the supplement that will be
provided to contract owners.
Response: The supplement provided to owners of the Contracts will be
--------
identical to the supplement as filed, except that it will be dated July 2, 2011.
COMMENT #6. Please expand the supplement to accommodate changes that should be
made to other parts of the prospectus as the result of the rider charge
increase. For example:
. (a) The first paragraph under the heading "GUARANTEED WITHDRAWAL
BENEFIT--RIDER CHARGE" on page 27 of the prospectus should be revised to
reflect the current charge (in effect for contracts issued before
July 18), as well as the increased rider charge that will be in effect
for contracts issued on or after July 18--just as information specific
to contracts issued before the close of the New York Stock Exchange on
May 1, 2009, is presented in the second paragraph under that heading.
. (b) The next to last paragraph under the heading "GUARANTEED WITHDRAWAL
BENEFIT--RIDER CHARGE" (on page 28 of the prospectus) should be revised
to present the rider charges that apply to contracts issued before
July 18, 2011, as well as the increased rider charges that apply to
contracts issued on or after July 18, 2011. A similar revision should be
made to the third "bullet" under the phrase "The Automatic Annual
Step-up" on page 41 of the prospectus.
U.S. Securities and Exchange Commission
June 29, 2011
Page 5
. (c) The first paragraph under the subheading "JOINT LIFE VERSION" on
page 41 of the prospectus should be revised to present the rider charges
that apply to contracts issued before July 18, 2011, as well as the
increased rider charges that apply to contracts issued on or after
July 18, 2011.
Response: The Companies respectfully submit that revising the disclosure as
--------
set forth above would only serve to lengthen the supplement with repetitive
citing of the increased rider charge that neither clarifies the disclosure nor
helps the investor make an informed decision about whether to purchase the
Contract with the LWG rider. Accordingly, for the reasons set forth in response
to Comments #3 and #4 above, the Companies respectfully decline to revise the
prospectus disclosure as set forth in this comment.
COMMENT #7. Part C--"Item 27. Number of Contractowners" calls for the total
number of contractowners of qualified and non-qualified contracts funded by the
registrant, not just the number of qualified and non-qualified PEIV contracts.
Please revise the disclosure to comply with this Form N-4 requirement.
Response: The disclosure has been revised to reflect the number of qualified
--------
and non-qualified Contracts funded by Separate Account A (for File
No. 333-137968) and VA Account One (for File No. 333-137969).
COMMENT #8. Please provide responses to these comments in EDGAR correspondence
filed prior to the effective date of the post-effective amendment.
Response: These responses have been filed as directed, in EDGAR
--------
correspondence prior to the effective date of the Amendments.
* * * * *
We hope that you will find these responses satisfactory. Please contact the
undersigned at 202.383.0590 or Patrice Pitts at 202.383.0548 if you have any
follow-up questions about these responses.
Sincerely,
/s/ W. Thomas Conner
W. Thomas Conner
cc: Michele Abate, Esq.
John Richards, Esq.
Patrice Pitts, Esq.