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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
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March 6, 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 REGISTRATION STATEMENTS FOR NEW SERIES/CLASS C
AND L - 4 YEAR VARIABLE ANNUITY CONTRACTS FILED JANUARY 25, 2013
Dear Mr. Oh:
On January 25, 2013, Metlife Investors USA Insurance Company ("MLI USA") and
First Metlife Investors Insurance Company ("FMLI," and together with MLI USA,
the "Companies") and their corresponding separate accounts filed registration
statements (the "Registration Statements") for new Series/Class C and L - 4
Year variable annuity contracts. Attached hereto are courtesy copies of the
prospectuses contained in the registration statements, including copies of the
prospectuses marked to show changes against the prior versions of the
prospectuses for the Series/Class C and L - 4 Year contracts, as explained at
greater length below.
The prospectuses for both the Series/Class C contracts and the Series/Class
L - 4 Year Contracts attached hereto have been marked against the most recent
prior versions of the prospectuses for the corresponding contracts. However,
the prospectuses for the Series/Class C contracts, unlike those for the
Series/Class L - 4 Year contracts, were not revised in October 2012./1/
Accordingly, the Series/Class C prospectuses attached hereto are marked against
the April 30, 2012 prospectuses. As a result, some of the disclosure in such
prospectuses that has been marked as new or revised, will look familiar to the
Staff because it reflects revisions that were made in response to Staff
comments on the Series/Class L - 4 Year prospectus amendments from October 2012.
--------
/1/ The Staff may recall that the prospectuses for the Series/Class L - 4 Year
contracts were revised in October to incorporate a revised disclosure format
for the Guaranteed Minimum Income Benefit and the Enhanced Death Benefit riders
offered under those contracts.
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
March 6, 2013
Page 2
SERIES/CLASS C CONTRACTS (FILE NOS. 333-186205 AND 333-186217)
------------------------
The Series/Class C contracts being registered on the Registration Statements
have been in response to requests from some of the Companies' distribution
partners for a basic variable contract without any optional living benefit
riders and without most of the optional death benefit offered with the current
Series/Class C contracts. Accordingly, the primary distinctions between the
prospectuses in the Registration Statements and the April 30, 2012 prospectuses
for the existing contracts are as follows:
. The "Expenses" section omits disclosure relating to the charges for the
optional living benefits and death benefits that will not be offered
under the new contracts;
. The entire "Living Benefits" section of the prospectus has been omitted;
. The "Death Benefit" section of the prospectus omits disclosure relating
to the optional death benefits not offered under the new contracts;
. There is of course no "Condensed Financial Information" appendix; and
. There are no living benefit examples or Enhanced Death Benefit examples
in the appendixes.
SERIES/CLASS L - 4 YEAR CONTRACTS (FILE NOS. 333-186204 AND 333-186216)
---------------------------------
The Series/Class L - 4 Year contracts being registered on the Registration
Statements have been designed in response to similar requests from some of the
Companies' distribution partners for a basic variable annuity contract without
the optional living benefit guarantees offered with the current Series/Class L
- 4 Year contracts and without most of the optional death benefit guarantees
offered with those contracts; at the same time, however, the Companies did
decide to modify the new Series/Class 4 Year contract offering with the
Guaranteed Withdrawal Benefit (GWB) feature being reintroduced through its
May 1, 2013 prospectuses. Accordingly, in addition to the changes noted above
with respect to the Series/Class C contracts, the prospectus changes include
disclosure relating to this GWB (including in the Expenses section and the
Living Benefit section).
Please call the undersigned at 202.414.9208 or Tim Johnson at 412.288.1484
with comments or questions.
Very truly yours,
/s/ W. Thomas Conner
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W. Thomas Conner
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