Reed Smith LLP
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+1 202 414 9200
W. THOMAS CONNER Fax +1 202 414 9299
Direct Phone: +1 202 414 9208
Email: tconner@reedsmith.com reedsmith.com
August 26, 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 INSURANCE COMPANY
FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE
CLASS O (OFFERED ON AND AFTER _________, 2015)
INITIAL REGISTRATION STATEMENT ON FORM N-4 FILED ON JUNE 22, 2015
FILE NOS. 811-08306 AND 333-205137
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") provided
to us by correspondence dated August 21, 2015, and by telephone on August 21,
2015, with respect to the initial registration statement on Form N-4 (the
"Registration Statement") filed on June 22, 2015 relating to the Class O
(offered on and after _____, 2015) variable annuity contracts of the Company
(the "Contract").
For ease of reference, each comment of the staff is set forth below, followed by
the Company's response. Unless noted otherwise, page references in the Company's
responses are to the marked courtesy copies of the prospectus and Statement of
Additional Information ("SAI") for the Contract provided to the staff in
connection with the initial filing of the Registration Statement.
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.
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
Sonny Oh
August 26, 2015 (LOGO OF ReedSmith)
Page 2
2. Please confirm that the EDGAR series/class identifiers will be
appropriately revised prior to effectiveness of the Registration Statement.
RESPONSE: We confirm that the EDGAR series/class identifier for the
Contract has been revised to reflect the date on which the Company
anticipates first offering the Contract, and the series/class identifier
for the version of the Class O contract that is currently offered under
file number 333-176693 has been revised to reflect the date on which the
Company expects to cease offering such contract. Prior to the effectiveness
of the Registration Statement, the Company will confirm the accuracy of
these dates.
PROSPECTUS
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3. HIGHLIGHTS (PAGE 5)
Please disclose that you must be at least 62 years old at contract issue to
purchase the GLWB benefit and disclose the actual Minimum Issue Age in the
paragraph preceding the "Summary of the GLWB" on page 38.
RESPONSE: We recognize that the prospectuses for the "national" versions of
the contracts that offer the GLWB rider disclose the actual Minimum Issue
Age, instead of referring generally to the Minimum Issue Age. However,
consistent with the prospectuses for the other New York-only contracts that
offer the GLWB rider, such as Class VA (offered on and after October 7,
2011), the new Class O prospectus needs to refer generically to the Minimum
Issue Age because of a fundamental difference in state insurance law
requirements applicable to the GLWB rider in New York. Specifically, if
there are future rate changes to the GLWB riders, under New York insurance
regulations, such changes will require corresponding changes in the Minimum
Issue Age. Accordingly, consistent with the prospectuses for the other New
York-only contracts, the specific Minimum Issue Age and rates applicable to
the rider are provided in the GLWB Rate Table. In anticipation of future
rate changes, the Company intends for the GLWB Rate Table to serve as a
central reference point for investors, where investors may find, at a
glance, the current rider rates. The Company believes that disclosing the
specific Minimum Issue Age throughout the prospectus would undermine the
usefulness of the GLWB Rate Table, because future prospectus supplements
notifying investors of rate changes would need to identify each place in
the prospectus where new information supersedes old information.
Centralizing the disclosure of information that is subject to change will
allow for a more streamlined prospectus supplement that will be easily
understood when read side-by-side with the prospectus.
As the staff knows, we have worked closely with the staff to develop and
implement the general disclosure format that is now being used to describe
the GLWB rider. This format is intended to permit the introduction of new
versions of the GLWB rider by use of a supplement that can be easily
understood by investors and that will dovetail with the current prospectus.
The GLWB Rate Table is an essential building block of this approach. We
believe that using the Rate Table to present certain information about the
existing rider is helpful to the reader, by focusing the reader's attention
to the important information in the table in one place. With respect to the
staff's concern that this approach is employed when there is only one
version of the rider
Sonny Oh
August 26, 2015 (LOGO OF ReedSmith)
Page 3
introduced to date, the Registrant made certain changes to a similar
section of the prospectus that we believe eliminated any potential
confusion on the part of the reader. This exact disclosure format was
adopted specifically in response to a staff comment we received on the
"Guaranteed Withdrawal Benefit" section in a Class/Series L-4 Year
prospectus filed on January 25, 2013 (File Nos. 333-186204 and 333-186216).
The disclosure was designed specifically because the staff noted that the
contract offered only one version of the GWB rider. The precedent for this
disclosure was reviewed and not objected to by the staff, and we continue
to believe this format provides the best disclosure given that only one
version of the GWB and GLWB riders is offered by the current contract. The
staff apparently did not disagree. For these reasons, we respectfully
decline to make the requested change.
4. FEDERAL INCOME TAX STATUS (PAGE 51)
Please confirm this section is current and accurate.
RESPONSE: We confirm that this section is current and accurate.
5. EXHIBITS
Please revise the powers of attorney submitted as exhibit 13 so that they
specifically relate to this filing as required by Rule 483(b) under the
Securities Act of 1933.
Please also include powers of attorney for Directors Kessler and Mullins or
confirm they have individually signed this Registration Statement.
RESPONSE: We have prepared new powers of attorney which specifically
identify the Registration Statement by its file number, and which will be
signed by (a) each of the persons identified on the signature page of the
Registrant as the principal executive officer, principal financial officer
or principal accounting officer of the Company, and (b) a majority of the
directors in accordance with section 6(a) of the Securities Act of 1933.
Such powers of attorney will be filed by a pre-effective amendment to the
registration statement.
6. FINANCIAL STATEMENTS, EXHIBITS AND CERTAIN OTHER INFORMATION
Any financial statements, exhibits, and any other required disclosure not
included in this registration statement must be filed by pre-effective amendment
to the registration statement.
RESPONSE: We confirm that the financial statements, exhibits and any other
required disclosure that have not been included in the Registration
Statement will be included in, and filed by, a pre-effective amendment to
the Registration Statement.
7. REPRESENTATIONS
We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings reviewed by the staff to be certain that they have
provided all information investors require for an
Sonny Oh
August 26, 2015 (LOGO OF ReedSmith)
Page 4
informed decision. Since the registrant is in possession of all facts relating
to the registrant's disclosure, it is responsible for the accuracy and adequacy
of the disclosures it has made.
Notwithstanding our comments, in the event the registrant requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that
o should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the registrant from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
o the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access
to all information you provide to the staff of the Division of Investment
Management in connection with our review of your filing or in response to our
comments on your filing.
We will consider a written request for acceleration of the effective date
of the registration statement as a confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities.
RESPONSE: The Company, on behalf of the Registrant, will provide the
requisite "Tandy representations" in subsequent correspondence requesting
acceleration pursuant to Rule 461 under the Securities Act.
ORAL COMMENTS
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A. PROSPECTUS (PAGE 47)
In the GLWB rate table, the third band for age 65 to less than 75, confirm
that the applicable GLWB Withdrawal Rate and GLWB Lifetime Guarantee Rate
(Single Lifetime Guarantee Rate) should both be 5.25%.
RESPONSE: We confirm the third band of the GLWB rate table contains the
correct rate for the GLWB Withdrawal Rate and GLWB Lifetime Guarantee Rate
(Single Lifetime Guarantee Rate).
B. SAI (PAGE 3)
Under the caption "Additional Information," there is a cross reference to
the section "The Company," but the title of the referenced section is "Company."
Sonny Oh
August 26, 2015 (LOGO OF ReedSmith)
Page 5
RESPONSE: We have corrected the cross reference to refer to the section
"Company" instead of "The Company."
C. PROSPECTUS (PAGE 47)
The staff notes that the Minimum Issue Age for the GLWB rider is age 62,
but the Lifetime Withdrawal Age is age 59-1/2. Accordingly, the disclosure
regarding the operation of the rider should be revised to address the fact that
the penalties associated with early withdrawal will not be relevant because the
GLWB rider only can be purchased by someone who is older than the Lifetime
Withdrawal Age.
RESPONSE: Although the Minimum Issue Age for the GLWB rider is 62, the
Lifetime Withdrawal Age of age 59 1/2 may be relevant in situations where a
younger spouse continues the contract after the death of the contract
Owner. As described in the prospectus, the GLWB Withdrawal Rates and
Lifetime Guarantee Rates are based on the age at first withdrawal of the
Owner OR THE OLDER JOINT OWNER of a contract. If the Owner dies prior to
the first withdrawal, and the surviving spouse elects to continue the
contract and the GWLB rider under the spousal continuation provisions of
the contract, the GLWB rates will be based on the age at first withdrawal
of the surviving spouse. Because the surviving spouse may be up to four
years younger than the contract Owner (see Minimum Spousal Age in the rate
table), a surviving spouse may be under age 59 1/2 at the time he or she
takes the first withdrawal after continuing the contract.
We have added a footnote to the two rate columns in the GLWB Rate Table
clarifying that the age at first withdrawal of a surviving spouse
determines the GLWB rates if the contract has been continued under the
spousal continuation provision.
* * *
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