(GRAPHIC) Reed Smith LLP
W. THOMAS CONNER 1301 K Street, N.W.
Direct Phone: +1 202 414 9208 Suite 1100 - East Tower
Email: tconner@reedsmith.com Washington, D.C. 20005-3373
+1 202 414 9200
Fax +1 202 414 9299
reedsmith.com
January 24, 2013
Sonny Oh
Division of Investment Management
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: COURTESY COPIES OF METLIFE POST-EFFECTIVE AMENDMENTS FILED JANUARY 14 AND
15, 2013
Dear Mr. Oh:
On January 14 and 15, 2013, Metropolitan Life Insurance Company ("MLIC"),
Metlife Investors USA Insurance Company ("MLI USA") and First Metlife Investors
Insurance Company ("FMLI," and together with MLIC and MLI USA, the "Companies")
and their corresponding separate accounts filed post-effective amendments
relating to the following registration statements for certain variable annuity
contracts (the "Contracts") as noted. Attached hereto are courtesy copies of
the prospectuses (the "New 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 (as revised and
reprinted August 20, 2012).
Metropolitan Life Insurance Company and Metropolitan Life Separate Account E
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PEA No. 9 (File No. 333-176654) for MetLife Preference Premier (offered on and
after October 7, 2011)
MetLife Investors USA Insurance Company and MetLife Investors USA Separate
Account A
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PEA No. 9 (File No. 333-176374) for Series VA (offered on and after October 7,
2011)
PEA No. 8 (File No. 333-176698) for Series S (offered on and after October 7,
2011) and Series S -- L Share Option (offered on and after October 7, 2011)
PEA No. 8 (File No. 333-176676) for Series VA -- 4 (offered on and after
October 7, 2011)
PEA No. 4 (File No. 333-178514) for Series O
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
US_ACTIVE-111674685.4-WTCONNER
Mr. Sonny Oh (GRAPHIC)
January 24, 2013
Page 2
First MetLife Investors Insurance Company and First MetLife Investors Variable
Annuity Account One
-------------------------------------------------------------------------------
PEA No. 8 (File No. 333-176680) for Class VA -- 4 (offered on and after
October 7, 2011)
PEA No. 7 (File No. 333-176691) for Class VA (offered on and after October 7,
2011)
PEA No. 7 (File No. 333-176679) for Class S (offered on and after October 7,
2011) and Class S -- L Share Option (offered on and after October 7, 2011)
PEA No. 4 (File No. 333-178515) for Class O
The Amendments are being filed primarily to incorporate into the New
Prospectuses a revised disclosure format for certain living benefit and death
benefit riders under the Contracts. We note that the Staff recently reviewed
and commented on this new format in connection with Post-Effective Amendment
No. 4 filed October 11, 2012 by MLI USA and FMLI for their Class/Series L - 4
Year variable annuity contracts. We believe the revised disclosure format
provides investors with the same advantages outlined in our letter to you dated
October 18, 2012, transmitting courtesy copies of the Class/Series L - 4 Year
filings (a copy of which is attached for your convenience). As was the case for
the Class/Series L - 4 Year post-effective amendments, the Amendments also
reflect a new version of the GMIB Max living benefit and EDB Max death benefit
riders./1/ Finally, the Amendments contain disclosure relating to the
reintroduction of a guaranteed withdrawal benefit rider under the Contracts.
The revised prospectuses included in the Amendments will be used beginning
on or around April 29, 2013. The Companies are filing the Amendments early for
the purpose of ensuring ample time for the Staff to review the revisions and
provide comments and for the Companies to work with the Staff to resolve any
comments prior to the date it will need Staff sign-off to begin the annual
prospectus printing process./2/ We will coordinate with the Staff to ensure a
mutually agreeable schedule.
The New Prospectuses included in the Amendments reflect all of the revisions
made in response to Staff comments on the Class/Series L- 4 Year post-effective
amendments. The New Prospectuses also incorporate disclosure from prior
prospectus supplements, as necessary. We would note for the Staff in connection
with its review of the New Prospectuses that the redlining in the fee tables
and GMIB and EDB sections of the prospectuses reflects the new disclosure
format incorporated in the Class/Series L - 4 Year post-effective amendments
already reviewed by the Staff, and the GWB rider being re-introduced
incorporates the same type of disclosure format. We hope that by incorporating
a disclosure format throughout the New Prospectuses that has already been
reviewed by the Staff, and filing the Amendments early so as to accommodate an
extended review and comment process, we will
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/1/ Consistent with the procedures outlined in our October 18, 2012
correspondence, the new versions of these riders have been reflected through
the addition of information to the "rate tables" used for each rider.
/2/ The Companies anticipate following the Amendments with Form BXT filings in
mid-March and then again in early April, with the final post-effective
amendments to be filed under Rule 485(b) adding updated financial statements
and other information to become effective on or around April 29, 2013.
Mr. Sonny Oh (GRAPHIC)
January 24, 2013
Page 3
be able to work with the Staff to achieve our common goal of a collaborative
disclosure document review process.
We note in this regard that the Companies are proposing to adopt a revised
approach to providing investors with examples demonstrating the operation of
certain riders under the Contracts. Rather than continuing to include examples
for certain riders in Appendices to the prospectus, the Companies propose to
provide investors with sales literature including examples. The Companies
believe that this would offer advantages to investors with respect to the
timing, content and format of the examples, three aspects of disclosure that
were a focus of the Commission's recent financial literacy study mandated by
the Dodd-Frank Act. The Companies believe that providing examples in sales
materials will assist in, among other things, providing such examples in
investor-friendly formats and updating of the examples as necessary. We
believe, moreover, that such an approach is consistent with the guidance
provided recently by Norm Champ, Director of the Division of Investment
Management, in Remarks to the ALI CLE 2012 Conference on Life Insurance Company
Products on November 1, 2012. In those remarks, Mr. Champ specifically urged
insurers to "think comprehensively about your communications with investors,
whether in prospectuses or sales presentations," and to "[t]ake a fresh look
now at your prospectuses, illustrations, and other marketing materials, with a
view to assessing whether they are effective communication tools and changing
them when they are not."
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