Reed Smith LLP
1301 K Street, N.W.
Suite 1100 - East Tower
W. THOMAS CONNER Washington, D.C. 20005-3373
Direct Phone: +1 202 414 9208 +1 202 414 9200
Email: tconner@reedsmith.com Fax +1 202 414 9299
reedsmith.com
VIA E-MAIL AND EDGAR CORRESPONDENCE SUBMISSION
December 11, 2012
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. 333-176666) AND FIRST METLIFE INVESTORS VARIABLE
ANNUITY ACCOUNT ONE (FILE NO. 333-176692)
Dear Mr. Oh:
On behalf of MetLife Investors USA 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 USA Separate Account A and First
MetLife Investors Variable Annuity Account One (each, a "Registrant," and
collectively, the "Registrants"), we are responding to the comments that you
provided to us orally on November 20, 2012, in connection with post-effective
amendments (the "Amendments") to the above-referenced registration statements.
The Amendments were filed on October 11, 2012 pursuant to paragraph (a) (1) of
Rule 485 under the Securities Act of 1933. As you know, the Amendments were
filed primarily to incorporate a revised disclosure format for the Guaranteed
Minimum Income Benefit ("GMIB") and Enhanced Death Benefit ("EDB") riders to 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 Companies' response. We understand that the comments provided
by the Staff relate primarily to the Amendment corresponding to the "national"
version of the Contract that will be issued through MetLife Investors USA
Separate Account A (referred to herein as the "National Version" of the
Contract), but may also apply in certain cases to the Amendment corresponding to
the New York version of the Contract that will be issued through First MetLife
Investors Variable Annuity Account One (referred to herein as the "New York
Version" of the Contract).
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
Mr. Sonny Oh (REEDSMITH LOGO)
December 11, 2012
Page 2
Page references are to the marked versions of the prospectuses provided to
the Staff. To the extent that the Companies' responses herein refer to proposed
revisions to disclosure in the Amendments, changed pages reflecting such
revision are being filed herewith; final disclosure revisions (which may include
additional editorial and stylistic changes) and required exhibits will be filed
in amendments filed pursuant to paragraph (b) of Rule 485. We note in this
regard that, as previously discussed with the Staff, the Registrants filed BXTs
last Friday, December 7, 2012, which extended the effective date of the initial
485(a) filings to December 19, 2012. Registrants will file final 485(b) filings
concurrently on December 19, 2012. We believe that should give the Staff
sufficient time to review the responses contained herein and corresponding
revisions to the prospectus (as noted, changed pages are attached hereto) and
complete the filing process in advance of the upcoming holidays.
1. GENERAL COMMENT
(a) National Version. The Facing Sheet indicates that the registration
----------------
statement incorporates by reference the supplement dated April 30,
2012 to the prospectus dated April 30, 2012 included in Post-Effective
Amendment No. 3 to the registration statement for the Contract on Form
N-4 filed on April 11, 2012. The Staff believes that the content of
such supplement should be incorporated into the National Prospectus.
RESPONSE: This supplement is applicable only to Contracts sold through one
particular selling firm. Accordingly, the content of the supplement cannot be
incorporated into the prospectus. However, the supplement will be updated as
necessary and refiled with the amendment that will be filed as noted above under
Rule 485(b) before effectiveness.
(b) New York Version. The Facing Sheet indicates that the registration
----------------
statement incorporates by reference the prospectus and the Statement
of Additional Information dated April 30, 2012 included in
Post-Effective Amendment No. 3 to the registration statement on Form
N-4 filed on April 18, 2012. The Staff notes, however, the
Post-Effective Amendment No. 3 also included a supplement similar to
the one described in the preceding paragraph, and accordingly, the
content of such supplement should be incorporated into the New York
Prospectus.
RESPONSE: Please see Response 1(a) above.
2. PROSPECTUS COVER PAGE
(a) National and New York Versions. Please confirm that the date to be
-----------------------------
filled in will be on or about the date of effectiveness.
RESPONSE: Registrants confirm that the date to be filled in will be on or
about the date of effectiveness.
(b) National and New York Version. With respect to the portfolios marked
-----------------------------
with an asterisk, provide a more precise cross-reference to the
subsections within the "Purchase --
Mr. Sonny Oh (REEDSMITH LOGO)
December 11, 2012
Page 3
Investment Allocation Restrictions for Certain Portfolios" section of
the prospectus where the limited availability of these portfolios is
noted. In addition, insert footnotes in these subsections to note such
limited availability.
RESPONSE: The footnotes have been revised as follows:
. The footnotes on the Cover Page to the two referenced portfolios
(as well as the footnotes in the "Investment Options" section of
the prospectus where these two portfolios are listed, and in
appendix B) have been revised to refer readers to the subsection
captioned "Purchase-Investment Allocation Restrictions for
Certain Riders -- Investment Allocation Restrictions for GMIB
Plus IV, EDB III, GMIB Plus III, and EDB II."
. Registrants do not believe it is necessary to add a footnote to
the "Purchase -- Investment Allocation Restrictions for Certain
Riders -- Investment Allocation Restrictions for GMIB Plus IV,
EDB III, GMIB Plus III, and EDB II" subsection of the prospectus
to indicate that the two portfolios are available only upon
election of the specified riders (and in fact believe that such
addition may be confusing), because the entire subsection deals
only with situations where the contract owner has elected one of
the specified riders.
3. FEE TABLE
National and New York Versions. Please include in the section of the
------------------------------
Fee Table for the GMIB/EDB riders, in the new GMIB Rate Table, and in the
EDB Rate Table, specific starting and ending dates for when each different
version of a rider was offered.
RESPONSE: Specific starting and ending dates have been added in
corresponding columns in the new GMIB Rate Table and EDB Rate Table. With
respect to the Fee Table, Registrants concluded after thorough analysis, that
adding this additional level of detail to Fee Table footnotes would, because of
the nature, quantity and manner of presentation, obscure and impede
understanding of the required disclosure provided by the Fee Table. Registrants
will instead revise such footnotes to include a cross-reference to the GMIB and
EDB Rate Tables with the new starting and ending date columns.
4. PURCHASE
(a) National Version. In the "Purchase" section beginning on page 19,
----------------
please expand on why a Contract may not be available during certain
periods, including an explanation of the circumstances giving rise to
such unavailability and the impact on purchasers.
RESPONSE: The following paragraph will replace the current introductory
paragraph:
The contract may not be available for purchase through your
broker dealer ("selling firm") during certain periods. There are
a
Mr. Sonny Oh (REEDSMITH LOGO)
December 11, 2012
Page 4
number of reasons why the contract periodically may not be
available including that the insurance company wants to limit the
volume of sales of the contract. You may wish to speak to your
registered representative about how this may affect your
purchase. For example, you may be required to submit your
purchase application in Good Order prior to or on a stipulated
date in order to purchase a contract, and a delay in such process
could result in your not being able to purchase a contract. In
addition, certain optional riders described in this prospectus
may not be available through your selling firm, which you may
also want to discuss with your registered representative. Your
selling firm may offer the contract with a lower maximum issue
age for the contract and certain riders than other selling firms.
(b) National and New York Versions. In the first paragraph of "Purchase -
------------------------------
Purchase Payments," in the third sentence, replace the parenthetical with a
more precise cross-reference.
RESPONSE: In the National Version prospectus, the referenced language will
be revised as follows: "Unless a restriction is in place as described below, you
may make additional Purchase Payments." Then, the following bullet has been
added to the following list of restrictions:
. Certain riders have current and potential restrictions on subsequent
Purchase Payments. For more information, see these subsections below:
"Investment Allocation Restrictions for Certain Riders -- Investment
Allocation Restrictions for the GMIB Max IV, GMIB Max III, GMIB Max
II, EDB Max IV, EDB Max III, and EDB Max II Riders" and "Investment
Allocation Restrictions for Certain Riders -- Investment Allocation
Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II."
In the New York Version prospectus, revisions reflecting applicable
restrictions will also be made.
(c) National Version. In the "Purchase-Allocation of Purchase Payments"
----------------
section on page 20, in the third full paragraph in the left-hand column,
expand the disclosure to include GMIB Max IV and EDB Max III riders.
RESPONSE: The requested disclosure will be added.
(d) National Version. Please include disclosure where applicable similar to
----------------
what is currently in the New York Version prospectus under "Allocation of
Purchase Payments" regarding where required portfolio lineups for specified
riders may change and what impact that may have on Contract owners in the
future.
RESPONSE: The following disclosure will be added:
Mr. Sonny Oh (REEDSMITH LOGO)
December 11, 2012
Page 5
"In the future, we may change the investment options that are
available to you if you select certain riders. If you elect an
optional rider and we later remove an investment option from the
group of investment options available under that rider, you will
not be required to reallocate Purchase Payments or Account Value
that you had previously allocated to that investment option.
However, you may not be able to allocate new Purchase Payments or
transfer Account Value to that investment option."
(e) New York Version. On page 21 of the National Version prospectus, the
----------------
paragraph describing the impact of rider termination on investment
allocation restrictions is captioned "Restrictions on Investment
--------------------------
Allocations After Rider Terminates." The Staff believes that the
----------------------------------
corresponding disclosure in the New York Version prospectus would benefit
substantially from the addition of such a caption.
RESPONSE: As noted in response to a previous Staff comment to this effect,
the New York Version prospectus does not offer the Fixed Account investment
option, and therefore the restriction that applies to the National Version, does
NOT apply to the New York Version. As such, the referenced caption is not
necessary and will not be added to the New York Version prospectus.
(f) National Version. On page 21, please revise the disclosure as
----------------
necessary to clarify what potential restrictions apply to what riders
and when.
RESPONSE: The disclosure has been clarified as requested.
(g) National and New York Versions. On page 21 of the National Version
-----------------------------
prospectus and page 18 of the New York Version prospectus, there are
sections captioned "Current Restrictions on Subsequent Purchase
Payments. The Staff notes that the restrictions are applicable to
Contracts issued as of a date that occurs after the effective date of
the registration statement for the corresponding Contracts. Please
explain to the Staff how current restrictions affected Contract owners
who purchased their contract after such effective date.
RESPONSE: As noted in clarifying language added to the prospectus in
response to Comment 4(f) above, the sub-pay restrictions do not apply to
Contracts purchased before the date noted in the prospectus. More generally,
Registrants respectfully note that detailed written information regarding
subsequent purchase payment restrictions was previously provided to the Staff in
separate correspondence addressing a series of Staff questions regarding the
nature and operation of such restrictions.
(h) National Version. On page 18 of the New York Version prospectus, there is
----------------
new language after the subsection on currently imposed subsequent purchase
payment restrictions regarding two exceptions to such restrictions. For
clarity and if applicable, add the new disclosure to the National Version
prospectus.
Mr. Sonny Oh (REEDSMITH LOGO)
December 11, 2012
Page 6
RESPONSE: The disclosure is already in the National Version prospectus
immediately above the referenced subsection.
(i) National Version. With regard to the subsection "Current Restrictions
----------------
on Subsequent Purchase Payments" on page 24, please explain to the
Staff where in the prospectus initially used to offer the Contracts is
disclosure regarding the imposition of restrictions.
RESPONSE: As noted in the response to Comment 4(g) above, written
information regarding purchase payment restrictions was previously provided to
the Staff in separate correspondence. This question was among the questions
addressed in that correspondence.
5. LIVING BENEFITS - GUARANTEED MINIMUM INCOME BENEFIT
(a) New York Version. On page 40, in "Annual Increase Amount Limit,"
----------------
the disclosure is confusing because of apparent use of a repeated
phrase. Please revise.
RESPONSE: A typographical error has been corrected.
(b) National and New York Versions. In the "Dollar-for-Dollar
------------------------------
Percentage" subsection, there is a paragraph that begins "For certain
versions of the GMIB,...." Please identify the specific GMIB rider(s)
affected. Also, please highlight the sentences that begin "A higher
Dollar-for-Dollar Withdrawal Percentage" and Depending on the relative
amounts" in the referenced subsection and the following subsection
respectively.
RESPONSE: The requested clarifications have been made and the referenced
sentences highlighted.
(c) National and New York Versions. In the Guaranteed Principal
------------------------------
Option" subsection, there is a sentence that begins "If you only
elected a GMIB rider, the investment allocation restrictions described
below...." Please add a cross-reference to the specific sections of
the prospectus describing such investment allocation restrictions.
RESPONSE: The requested cross-references have been provided.
6. DEATH BENEFIT
(a) National Version. On page 57, in "EDB Max Versions Must Be Elected
----------------
with Corresponding GMIB Max Riders," the Staff questions whether the
disclosure should be revised to also note that EDB III and II can only
be elected upon election of corresponding GMIB riders.
RESPONSE: Registrants agree that this would be a useful clarification.
(b) National Version. The Staff's comment is the same as Comment 5(b).
----------------
Mr. Sonny Oh (REEDSMITH LOGO)
December 11, 2012
Page 7
RESPONSE: Corresponding disclosure revisions have been made.
7. OTHER INFORMATION - ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS
In the sentence in the first paragraph that begins with "Marketing
allowances are periodic payments " (see, e.g., page 76 of the National
Version prospectus), please clarify the meaning of the term "contracts" in
the parenthetical that begins "(including the contracts...)."
RESPONSE: The requested clarification has been made.
8. APPENDICES (NATIONAL AND NEW YORK VERSIONS)
(a) In Appendix A, please make sure that when the Statement of
Additional Information ("SAI") is referred to, such reference reflects
the appropriate date of the SAI.
RESPONSE: In the National Version prospectus, Appendix A refers readers to
page 2 of the prospectus for how to obtain a copy of the SAI. Registrants
believe this instruction is clear, and the reference to the SAI date on page 2
remains correct. For the New York Version prospectus, the reference to the SAI
is a typographical error, as there are no additional accumulation unit values
("AUVs") in the SAI. Accordingly, the reference to the SAI has been removed from
Appendix A of the New York Version prospectus.
(b) With respect to Appendix A, the Staff requests that the order of Charts
1 and 2 be reversed. In this regard, the Staff believes that the chart with
the AUVs with the highest charges should be presented first.
RESPONSE: The Registrants respectfully decline to make this revision for
the following reasons. First, while Item 4.A of Form N-4 and the instructions
thereto require AUVs to be presented for all classes of accumulation units,
there is no required order in which they must be presented. Registrants do not
believe that the format of the AUV table generally lends itself to assessing
performance and, accordingly, the current presentation is not confusing or
misleading. Second, the printing, formatting, and auditor review costs involved
in changing the presentation in this manner would greatly outweigh whatever
negligible benefit may be associated with such revision.
(c) In Appendices D and E, the Staff requests that the Registrants review
the disclosure therein to ensure the consistent use of defined terms.
RESPONSE: To assure consistency with terminology in the prospectus, the
Registrants will review the Appendices, but because of the scope of the review
will need to make changes, if any, in May 1st, 2013 versions of the
prospectuses.
9. STATEMENT OF ADDITIONAL INFORMATION (NEW YORK VERSION)
Mr. Sonny Oh (REEDSMITH LOGO)
December 11, 2012
Page 8
The Staff notes that the SAI that is incorporated into the prospectus is
from the Registrant's April 18, 2012 post-effective amendment, and that
such SAI does not include Condensed Financial Information. The Staff
questions whether the information should be added and a new SAI filed by
post-effective amendment.
RESPONSE: The referenced SAI is not intended to include any Condensed
Financial Information, because all AUVs are included in the New York Version
prospectus.
10. PART C (NATIONAL AND NEW YORK VERSIONS)
For the Exhibits, given that new riders introduce a new feature,
please identify the Exhibits that contain new riders and features.
Please also consider revising the Exhibits to reflect which riders
contain which versions of the new features.
RESPONSE: Registrants will review the Exhibits accordingly and make
appropriate revisions; we note in this regard, however, that the Exhibits as
filed include significant detail that the Registrants have recently added in
response to numerous Staff comments in this regard. Moreover, Registrants
respectfully note that the riders were specifically designed to be able to be
used with succeeding versions through changes to the specification pages of the
Contract without having to be revised and refiled with state insurance
departments.
11. TANDY REPRESENTATIONS
Please provide Tandy representations in an EDGAR filing.
RESPONSE: The Registrants will provide Tandy representations as requested.
* * *
We appreciate the Staff's time and attention devoted to these filings.
Please call the undersigned with any additional comments or questions at
202.414.9208.
Very truly yours,
W. Thomas Conner