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Reed Smith LLP
W. THOMAS CONNER 1301 K Street, N.W.
Direct Phone: +1 2024149208 Suite 1100 - East Tower
Email: tconner@reedsmith.com Washington, D.C. 20005-3373
+1 202 414 9200
Fax +1 202 414 9299
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October 19,2012
Sonny Oh
Division of Investment Management
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: COURTESY COPY OF METLIFE INVESTORS USA INSURANCE COMPANY "SERIES L - 4
YEAR" POST-EFFECTIVE AMENDMENT NO. 4 (FILE NO. 333-176666) FILED
OCTOBER 11, 2012
COURTESY COPY OF FIRST METLIFE INVESTORS INSURANCE COMPANY "CLASS L - 4
YEAR" POST-EFFECTIVE AMENDMENT NO. 4 (FILE NO. 333-176692) FILED
OCTOBER 11, 2012
Dear Mr. Oh:
On October 11, 2012, Metlife Investors USA Insurance Company and First
Metlife Investors Insurance Company (together, "MLI" or the "Companies") and
their corresponding separate accounts filed post-effective amendments relating
to their Series/Class L - 4 Year variable annuity contracts (the "Contracts").
Attached hereto are courtesy copies of the prospectuses contained in the
amendments (the "Amendments"), including copies of the prospectuses marked to
show changes against the April 30, 2012 versions of the prospectuses.
The Amendments are being filed primarily to incorporate a revised disclosure
format for the Guaranteed Minimum Income Benefit and the Enhanced Death Benefit
riders. As you know, currently MLI's prospectuses contain separate, largely
self-contained, sections covering each version of a particular rider that was
offered in the past under the Contracts and that is presently being offered.
Because the purpose of the disclosure is to describe the operation of the
particular rider, much of the disclosure is essentially the same in each
section. The disclosure among the various sections about a particular rider
varies primarily only because a rate or other rider variable varies from rider
to rider.
The Companies have revised this rider disclosure format by replacing the
various sections with one enhanced disclosure section for each of the GMIB and
EDB riders. The premise underlying this new approach is that investors would be
well served with rider descriptions that focused at the outset more on why an
investor would want to elect the riders and how the rider guarantees work,
followed by an increasing level of detail about the mechanics of the rider.
This necessitated, of course, using certain common terminology for rates and
other rider variables. Each new prospectus section culminates with a detailed
table providing a matrix matching each rider term with the rate or other
variable relating to each different version of the rider. The significant
benefits this approach offers include the following:
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
October 18,2012
Page 2
. The new format shortened the overall length of the respective sections
of the prospectus describing each rider, while permitting the Companies
to provide more plain English discussion in the front of each section
about the fundamental purpose of the rider and the factors an investor
should consider before purchasing a rider.
. The disclosure format includes a new section explaining that different
versions of a particular rider have been offered over the life of the
Contract and how new versions of riders are phased in. From an
"evergreening" standpoint, we think this disclosure will help existing
Contract owners understand why their version of a particular rider may
differ from the version currently being offered, and how to access the
table to determine what rates and other variables apply to their
specific contract. It also permitted the date a particular rider version
was first introduced to be concisely denoted in the table.
. The new format will conserve Commission staff resources expended on
reviewing disclosure for new versions of existing riders and permit the
Companies to respond in a prudent, expeditious manner to changing
economic and market conditions, because when a new version of a rider is
introduced it can be reflected by updating the table. In this regard,
corresponding revisions could be made either through the filing of a
prospectus supplement or directly in the prospectus if, for example, the
table revisions coincided with the filing of an annual update. (We note
in this regard that the Amendments add the GMIB Max IV and EDB Max IV
rider versions that you may recall were added to other MLI products by
post-effective amendments filed in June 2012.)
We hope the attached clean and marked copies of the Contract prospectuses
will be helpful to the Staff in reviewing the new rider disclosure format. In
this regard, the Staff should note that the marked versions of the prospectuses
may appear to reflect more extensive changes than were actually made - as
noted, the primary purpose of the Amendments was to reflect the new rider
disclosure format, as well as to incorporate changes made in response to Staff
comments on certain prospectus amendments made in June 2012. Certain clarifying
and editorial changes were made as well.
Please call the undersigned at 202.414.9208 with comments or questions.
Very truly yours,
/s/ W. Thomas Conner
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W. Thomas Conner
Attachments
WC:cj