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W. THOMAS CONNER +1 202 414 9200
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Email: tconner@reedsmith.com
reedsmith.com
July 31, 2015
BY ELECTRONIC MAIL AND EDGAR CORRESPONDENCE SUBMISSION
Sonny Oh
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
RE: FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE (FILE NO. 811-08306)
CLASS VA (OFFERED ON AND AFTER OCTOBER 7, 2011)
POST-EFFECTIVE AMENDMENT NO. 14 (FILE NO. 333-176691) FILED ON JUNE 3, 2015
CLASS VA-4 (OFFERED ON AND AFTER OCTOBER 7, 2011)
POST-EFFECTIVE AMENDMENT NO. 15 (FILE NO. 333-176680) FILED ON JUNE 3, 2015
CLASS S (OFFERED ON AND AFTER OCTOBER 7, 2011) AND
CLASS S-L SHARE OPTION (OFFERED ON AND AFTER OCTOBER 7, 2011)
POST-EFFECTIVE AMENDMENT NO. 14 (FILE NO. 333-176679) FILED ON JUNE 3, 2015
CLASS L-4 YEAR (OFFERED ON AND AFTER APRIL 29, 2013)
POST-EFFECTIVE AMENDMENT NO. 3 (FILE NO. 333-186216) FILED ON JUNE 3, 2015
Dear Mr. Oh:
On behalf of First MetLife Investors Insurance Company (the "Company") and its
separate account, First MetLife Investors Variable Annuity Account One (the
"Separate Account"), we are responding to the comments of the staff (the
"staff") of the Securities and Exchange Commission (the "Commission") that you
provided to us orally on July 15, 2015 with respect to the post-effective
amendments (the "Amendments") to the registration statements on Form N-4 that
are referenced above (the "Registration Statements"). We understand that
although the comments of the staff refer to the Amendment for Class VA (offered
on and after October 7, 2011) (hereinafter referred to as "Class VA"), such
comments apply equally to the Amendments relating to each of the other variable
annuity contracts referenced above (collectively, with "Class VA," the
"Contracts").
ABU DHABI . ATHENS . BEIJING . CENTURY CITY . CHICAGO . DUBAI . FRANKFURT .
HONG KONG . HOUSTON . KAZAKHSTAN . LONDON . LOS ANGELES . MUNICH . NEW YORK .
NORTHERN VIRGINIA PARIS . PHILADELPHIA . PITTSBURGH . PRINCETON . RICHMOND .
SAN FRANCISCO . SHANGHAI . SILICON VALLEY . SINGAPORE . WASHINGTON, D.C. .
WILMINGTON
US_ACTIVE-122916209.3
Sonny Oh
July 31, 2015
Page 2 [LOGO OF REEDSMITH]
For ease of reference, each comment of the staff is set forth below, followed
by the Company's response. Unless noted otherwise, (i) page references in the
Company's responses are to the marked courtesy copy of the prospectus for Class
VA provided to the staff in connection with the initial filing of the
Amendments, and (ii) each response by the Company applies equally to, and
describes revisions relating to, the Amendments for each of the other variable
annuity contracts referenced above.
GENERAL
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1. Please confirm that the date of the prospectus will be the same as or
about the date of effectiveness.
RESPONSE: We confirm that the date of the prospectus will be the same as
or about the date of effectiveness.
2. Please confirm that the EDGAR series/class identifiers will be
appropriately revised prior to effectiveness of the Registration Statements.
RESPONSE: We confirm that prior to the effectiveness of the Registration
Statements, the EDGAR series/class identifiers will be revised as
appropriate to reflect the full name of the applicable contract. For
example, we will revise the EDGAR series/class identifier "Class L - 4
Year (with Optional Withdrawal Benefit)" to "Class L - 4 Year (offered on
and after April 29, 2013)."
3. Please disclose to the staff whether there are any types of guarantees
or support agreements with any third parties.
RESPONSE: As disclosed in the May 1, 2015 Statement of Additional
Information ("SAI") in each Registration Statement, the Company has
entered into a Net Worth Maintenance Agreement with its direct parent,
MetLife, Inc. ("MetLife"), pursuant to which MetLife has agreed, without
limitation as to amount, to cause the Company to have certain minimum
capital and surplus levels and liquidity necessary to enable it to meet
its current obligations on a timely basis.
PROSPECTUS
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4. COVER PAGE
In the asterisked footnote to the list of investment portfolios, clarify
whether the indicated portfolios are available even if you do not elect GLWB. A
corresponding change should be made to the footnote on page 27.
RESPONSE: Pursuant to the staff's comment, we have revised the last
sentence of the asterisked footnote on the cover page and page 27 as
follows: "These Investment Portfolios are also available for investment if
you do not elect the GLWB rider, the GWB v1 rider, or a GMIB Max rider."
Sonny Oh
July 31, 2015
Page 3 [LOGO OF REEDSMITH]
5. FEE TABLES AND EXAMPLES (PAGE 14)
Please revise Chart 1 to show that the highest combination of charges now
exists with the GLWB rider.
RESPONSE: We have revised Chart 1 to reflect that purchasing the GLWB
rider would result in the highest combination of charges.
6. INVESTMENT OPTIONS (PAGE 28)
In the paragraph following the list of "fund of funds" portfolios that are
available, specify which funds of funds invest in Underlying ETFs.
RESPONSE: We recognize that one or more prior versions of the prospectus
identified the specific "Funds of funds" Investment Portfolios that invest
in Underlying ETFs; however, with the increasing use of exchange-traded
funds generally, we concluded that it was appropriate and in investors'
best interests to replace the specific disclosure, which is subject to
becoming outdated, with the broader statement that the Fund of funds
Investment Portfolios may invest substantially all of their assets in
other portfolios and/or exchange-traded funds. We believe this broader
statement adequately serves the goal of this paragraph, which is to impart
a general understanding to investors of the nature of funds of funds and
the additional fees and charges associated with the underlying portfolios
and Underlying ETFs while reviewing the contract prospectus. Complete and
current information about the Fund of funds Investment Portfolio
investment strategies and permitted investments is maintained by the
Investment Portfolios in their prospectuses. Lastly, we note that the
paragraph referenced by the staff is the most recent version of this
disclosure, which is currently being used in the prospectuses for many
other actively-sold contracts, including Series VA (offered on and after
October 7, 2011) and the other "national" versions of the variable annuity
contracts listed above. From a practical as well as legal standpoint, the
Company would prefer that the prospectuses for the Contracts contain
disclosure that is identical (to the extent applicable) to the
prospectuses for the national versions of the Contracts.
7. DEATH BENEFIT
In the first paragraph under "Upon Your Death," clarify which death benefits
are available with which living benefit riders.
RESPONSE: Pursuant to the staff's comment, we have revised the first
paragraph under "Upon Your Death" to clarify that the optional Annual
Step-Up Death Benefit rider, is not available with the GLWB rider.
8. FEDERAL INCOME TAX STATUS.
Please confirm this section is current and accurate.
RESPONSE: We confirm that this section is current and accurate.
Sonny Oh
July 31, 2015
Page 4 [LOGO OF REEDSMITH]
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
9. Based on the anticipated effective date for the filing, please confirm
that all information in the Statement of Additional Information that is
incorporated by reference is complete and current as required by Form N-4.
RESPONSE: We will update the SAI dated May 1, 2015 by a supplement which
will be filed with the post-effective amendment to be filed prior to
effectiveness of the Amendment to each Registration Statement. This
supplement will add references to the GLWB rider where appropriate in the
existing text of the SAI and update the disclosure regarding MetLife
financial statements. We confirm that, at the time of filing of this
amendment, all information in the SAI dated May 1, 2015, as supplemented,
will meet the applicable requirements of Section 10(a)(3) of the
Securities Act of 1933 or Regulation S-X, as the case may be, and the
requirements of Form N-4.
PART C
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10. EXHIBITS
(A) Confirm that an updated opinion of counsel will be provided by a
subsequent amendment.
RESPONSE: We confirm that an updated opinion of counsel will be provided
by a subsequent amendment.
(B) Explain why two consents from an independent registered public
accounting firm are being provided under Exhibits 10(i) and (ii).
RESPONSE: Due to the existence of the Net Worth Maintenance Agreement
between the Company and MetLife, we are including the consent of an
independent registered public accounting firm as to the financial
statements of MetLife, in addition to a consent which relates to the
financial statements of the Company and the Separate Account.
(C) For Exhibit 13 and note (33), the incorporation by reference is fine,
but please provide a reference to the filing that contains the information that
is being incorporated by reference in the filing that is referenced.
RESPONSE: The filing from which Exhibit 13 is incorporated by reference is
identified at note (32) instead of note (33). As discussed with the staff,
the filing identified at note (32) contains a physical copy of the
document incorporated by reference as Exhibit 13.
REPRESENTATIONS
---------------
11. Please provide the Tandy representations in the response letter for
these filings prior to the effective date of the filings.
Sonny Oh
July 31, 2015
Page 5 [LOGO OF REEDSMITH]
RESPONSE: We will provide the requisite Tandy representations for this
filing in EDGAR correspondence prior to the effective date of the
Amendments to the Registration Statements.
* * *
We hope that you will find these responses satisfactory. If you have questions
or comments about this matter, please contact the undersigned at 202.414.9208
or Peggy Heminger at 412.288.7204.
Very truly yours,
/s/ W. Thomas Conner
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W. Thomas Conner
WTC/PCH
cc: Peggy C. Heminger