[REEDSMITH LETTERHEAD]
Reed Smith LLP
1301 K Street, N.W.
Suite 1100 - East Tower
Washington, D.C. 20005-3373
W. THOMAS CONNER +1 202 414 9200
Direct Phone: +1 202 414 9208 Fax +1 202 414 9299
Email: tconner@reedsmith.com reedsmith.com
July 27, 2012
VIA E-MAIL AND EDGAR CORRESPONDENCE SUBMISSION
Mr. Sonny Oh
Division of Investment Management
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: POST-EFFECTIVE AMENDMENTS ON FORM N-4 FOR METLIFE INVESTORS USA SEPARATE
ACCOUNT A (FILE NO. 333-176374) AND FIRST METLIFE INVESTORS VARIABLE
ANNUITY ACCOUNT ONE (FILE NO. 333-176691)
Dear Mr. Oh:
On behalf of MetLife Investors USA Insurance Company and First MetLife
Investors Insurance Company (collectively, the "Companies,") and their
respective separate accounts, MetLife Investors USA Separate Account A and
First MetLife Investors Variable Annuity Account One (each, a "Registrant," and
collectively with the Companies, the "Registrants"), we are responding to the
comments that you provided to me and my partner, Mary Payne, orally on July 17,
2012, in connection with certain post-effective amendments (the "Amendments")
to the above-referenced registration statements. The Amendments were filed on
June 1, 2012 pursuant to paragraph (a) (1) of Rule 485 under the Securities Act
of 1933. As you know, the Amendments were filed to make certain changes to the
versions of the Guaranteed Minimum Income Benefit ("GMIB") and Enhanced Death
Benefit ("EDB") riders currently being offered with the variable annuity
contracts that are the subject of the Amendments (the "Contracts").
For ease of reference, each of the Staff's comments is set forth below,
followed by the Company's or the Companies' (as the case may be) response. In
certain cases, the comments correlate to certain comments we received orally
from the Staff on July 12, 2012, on the "Class A" version of the Contracts, and
with respect to which we responded in writing by letter dated July 19, 2012
(the "July 19th Letter"). We understand that the comments provided by the Staff
relate primarily to the Amendment relating to the "Series VA" version of the
Contract (issued from MetLife Investors USA Separate Account A), but may also
apply in certain cases to the New York version of the Contract (issued from
First MetLife Investors Variable Annuity Account One). In addition, we
understand that
NEW YORK . LONDON . HONG KONG . CHICAGO . WASHINGTON, D.C. . BEIJING . PARIS
. LOS ANGELES . SAN FRANCISCO . PHILADELPHIA . SHANGHAI . PITTSBURGH . MUNICH
. ABU DHABI . PRINCETON . NORTHERN VIRGINIA . WILMINGTON . SILICON VALLEY
. DUBAI . CENTURY CITY . RICHMOND . GREECE
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Mr. Sonny Oh
July 27, 2012
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the Staff's comments may apply generally to the Class or Series (as the case
may be) VA, VA-4, S, S-L, and O versions of the Contracts. Any changes we make
will be submitted in a 497 filing.
1. COMMENT 1.
Comment 1 is the same basic Comment 1 from the July 19th Letter.
RESPONSE: The inadvertent incorporation of the April 2012 prospectus
occurred solely with respect to the two "Class A" post-effective amendments.
For the remainder of the filings, the Companies have reviewed the
incorporations, and they are correct.
2. COMMENT 2.
(a)Comment 2(a) is the same as Comment 2(a) from the July 19th Letter.
RESPONSE: Registrants provide the same confirmation as in the July 19th
Letter.
(b)(i)Comment 2(b)(i) is basically the same as Comment 2(b) from the July 19th
Letter.
RESPONSE: See our response in the July 19th Letter.
(ii) On the front cover page, there are footnotes indicating that
restrictions apply to the Met/Templeton International Bond Portfolio and the
Van Eck Global Natural Resources Portfolio. If these footnotes are accurate,
please disclose the restrictions in the prospectus sections describing these
portfolios.
RESPONSE: We reviewed the prospectus as requested, and believe that the
restrictions are adequately described in the sections of the prospectus that
describe the portfolios.
(c)Comment 2(c) is basically the same as Comment 2(c) in the July 19th
Letter, with an exhortation from the Staff to keep in mind that there
may be EDB Max disclosure to address.
RESPONSE: See our response to Comment 2(c) in the July 19th Letter, which
in this case also addresses the Staff's questions regarding the EDB Max II
rider.
(d)Comment 2(d) is the same as Comment 2(d) from the July 19th Letter.
RESPONSE: The cited reference will be changed to the "Statement of
Additional Information dated April 30, 2012 (as supplemented)." Please note in
this regard that we believe adding the parenthesis "as supplemented" achieves
the Staff's goal as explained to us of adequately alerting investors to the
fact there is a supplement; however, we do not believe it is necessary to
identify the specific date of the supplement. We note in addition that of
course, no such reference will be added when there is no supplement.
(A)We presume this Comment stands as well.
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Mr. Sonny Oh
July 27, 2012
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RESPONSE: Registrants will ensure that the prospectus identifies the page
number on which the Table of Contents of the SAI appears.
3. COMMENT 3.
Comment 3 is similar to the Staff's Comment 3 in the July 19th Letter.
(A)Expand dates to show a start and end date.
(B)Footnotes 2 and 4 all drop away.
(C)Include starting/ending date for the enhanced death benefits.
RESPONSE: As we recently discussed with the Staff, new versions of optional
riders generally are phased in over a period of time involving a series of
different dates as respective state insurance departments sequentially approve
the new rider. Accordingly, the Registrants believe strongly that providing
starting and ending dates for new riders in the context of the Fee Table as the
Staff requested, would become overly burdensome for the Companies and overwhelm
investors with extensive amounts of information.
Notwithstanding the foregoing, we also noted in our recent discussions,
Registrants will continue to study the feasibility of such disclosure. However,
we respectfully note that there are no form requirements or written guidance,
nor is there clear industry practice, on which to base such a presentation.
Accordingly, we would greatly appreciate the Staff's guiding us to specific
examples of other variable annuity issuers' prospectuses in light of the fact
the Staff indicated that this has now become a routine disclosure comment from
the Staff, and the Companies would certainly want to consider extant prevailing
industry practices. Registrants do want to assure the Staff that they greatly
appreciate the Staff's patience in this exercise as the Registrants continue to
analyze prevailing industry practices and appropriate levels of disclosure.
4. COMMENT 4.
(a) Comment 4(a) is basically the same as Comment 4(a) from the July 19th
Letter.
RESPONSE: See our response to Comment 4(a) from the July 19th Letter.
(b) Comment 4(b) tracks Comment 4(b) from July 19th Letter.
RESPONSE: See our response to Comment 4(b) in the July 19th Letter.
(i) Comment 4(b)(i) tracks Comment 4(b)(i) from the July 19/th/
Letter, with an additional request to also address the EDB Max rider.
RESPONSE: See above response.
(ii) Several prospectuses have a similar disclosure section
without matching sub-captions.
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Mr. Sonny Oh
July 27, 2012
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RESPONSE: Registrants will add an appropriate sub-caption as requested, and
appreciate the Staff's drawing this issue to their attention.
(c) Comment 4(c) is a new Comment. The staff directs the Registrants'
attention to page 21, where there is a subsection entitled "Potential
Restrictions on Subsequent Purchase Payments." The Staff notes there in
disclosure regarding Oregon-imposed restrictions on various riders, but
there is no discussion of Oregon-imposed restrictions on EDB Max II.
Please verify whether such disclosure was inadvertently omitted.
RESPONSE: Registrants verified such disclosure was not inadvertently
omitted, because the EDB Max II rider was not offered in Oregon.
(d) Comment 4(d) is also a new Comment. The Staff requests that the
Registrants please be consistent with the bolding of subcaptions - e.g.,
----
compare "EDCA" on page 24 of the marked version of the Series VA
prospectus to "Changing Purchase Payment Allocation Instructions" on the
same page. Note that the New York version of the prospectus appears to
be correct.
RESPONSE: Registrants will make any necessary revisions to the prospectus
as necessary and appropriate.
(e) 4(e) is the same as Comment 4(c) in the July 19th Letter.
RESPONSE: See our response to Comment 4(c) in the July 19/th/ Letter.
COMMENT 5.
(a) Comment 5(a) is the same as Comment 5(a)(i) from the July 19th Letter.
RESPONSE: After circulating proposed revisions along the lines requested by
the Staff internally among product actuaries, they indicated that the following
disclosure would be most accurate and, we believe, still achieve the Staff's
disclosure goals.
Withdrawal adjustments in a Contract Year are determined according to (a) or
(b):
(a) If total withdrawals in a Contract Year are greater than the Annual
Increase Amount at the beginning of the Contract Year multiplied by the
dollar-for-dollar withdrawal percentage (as defined below), or if the
withdrawals are not paid to you (or to the Annuitant, if the contract is
owned by a non-natural person) or to another payee we agree to, the
withdrawal adjustment for each withdrawal in a Contract Year is the
value of the Annual Increase Amount immediately prior to the withdrawal
multiplied by the percentage reduction in Account Value attributed to
that withdrawal (including any applicable withdrawal charge); or
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Mr. Sonny Oh
July 27, 2012
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(b)If total withdrawals in a Contract Year are not greater than the Annual
Increase Amount at the beginning of the Contract Year multiplied by the
dollar-for-dollar withdrawal percentage, and if these withdrawals are
paid to you (or to the Annuitant, if the contract is owned by a
non-natural person) or to another payee we agree to, the total
withdrawal adjustments for that Contract Year will be set equal to the
dollar amount of total withdrawals (including any applicable withdrawal
charge) in that Contract Year. These withdrawal adjustments will be
treated as though the corresponding withdrawals occurred at the end of
that Contract Year.
As described in (a) immediately above, if in any Contract Year you take
cumulative withdrawals that exceed the Annual Increase Amount at the beginning
of the Contract Year multiplied by the dollar-for-dollar withdrawal percentage,
the Annual Increase Amount will be reduced in the same proportion that the
entire withdrawal (including any applicable withdrawal charge) reduced the
Account Value. Depending on the relative amounts of the Annual Increase Amount
and the Account Value, such a proportional reduction may result in a
significant reduction in the Annual Increase Amount (particularly when the
Account Value is lower than the Annual Increase Amount), and could have the
effect of reducing or eliminating the value of Annuity Payments under the GMIB
rider. Limiting your cumulative withdrawals during a Contract Year to not more
than the Annual Increase Amount at the beginning of the Contract Year
multiplied by the dollar-for-dollar withdrawal percentage will result in
dollar-for-dollar treatment of the withdrawals, as described in (b) immediately
above.
The dollar-for-dollar withdrawal percentage will be higher if you wait to take
your first withdrawal on or after the fifth contract anniversary. A higher
dollar-for-dollar withdrawal percentage allows you to withdraw a larger amount
each Contract Year while receiving dollar-for-dollar treatment of the
withdrawals (as described in (b) above) rather than a proportional adjustment
(as described in (a) above). As noted, depending on the relative amounts of the
Annual Increase Amount and the Account Value, such "dollar-for-dollar"
withdrawal adjustment may be more favorable than a "proportional reduction"
adjustment.
(b) Comment 5(b) is the same as Comment 5(a)(ii) from the July 19th Letter.
RESPONSE: The requested disclosure has been built into the new disclosure
as discussed above.
6. COMMENT 6.
(a) In the prospectus section entitled "9. Death Benefit," the Staff
requests that the Registrant incorporate disclosure regarding the
optional Death Benefit-Compounded Plus into the first paragraph under
"Upon Your Death." The Staff indicated that although it is no longer
offered, applicable operational restrictions should nonetheless be
included to describe the differences among the featured benefits for
fuller disclosure. The Staff suggested that we could go back and review
the disclosure included in the prospectus when it was originally
included.
RESPONSE: The Registrants will consider what additional disclosure, if any
would be useful.
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Mr. Sonny Oh
July 27, 2012
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(b) Comment 6(b) tracks Comment 5(a) from the July 19th Letter.
RESPONSE: Registrant will make conforming changes as the Staff requested.
(c) Comment 6(c) tracks Comment 5(b) from the July 19th Letter.
RESPONSE: See our response to Comment 5(b) from the July 19th Letter.
7. COMMENT 7.
(a) Comment 7(a) is Comment 6(a) from the July 19th Letter, except that the
Staff requests that the EDB Max examples be added.
RESPONSE: Registrants' response is the same to the extent that it will use
actual rates from the new GMIB Max IV rider.
(b) Comment 7(b) is new, with the added request to add GMIB and EDB examples.
RESPONSE: We will make the rate changes.
8. COMMENT 8.
Comment 8 is Comment 7 from the July 19th Letter, but it applies only to the
New York version.
RESPONSE: See our response to Comment 7 in the July 19th Letter.
9. COMMENT 9.
Comment 9 is Comment 8 from the July 19th Letter.
RESPONSE: See our response to Comment 8 in the July 19th Letter.
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Mr. Sonny Oh
July 27, 2012
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10.COMMENT 10.
Comment 10 is Comment 9 from the July 19th Letter.
RESPONSE: See our response to Comment 9 in the July 19th Letter.
Very truly yours,
/s/ W. Thomas Conner
--------------------------
W. Thomas Conner
cc: Mary Payne
Marie Swift
Michele Abate
John Richards
WC:cj
US_ACTIVE-110091122.3