Reed Smith LLP
Riverfront Plaza - West Tower
901 East Byrd Street, Suite 1700
Richmond, VA 23219-4068
Tel +1 804 344 3400
Fax +1 804 344 3410
1301 K Street, N.W.
Suite 1000 - East Tower
Washington, D.C. 20005-3373
W. THOMAS CONNER Tel +1 202 414 9200
Direct Phone: +1 202 414 9208 Fax +1 202 414 9299
Email: tconner@reedsmith.com
reedsmith.com
March 31, 2016
BY ELECTRONIC MAIL AND EDGAR CORRESPONDENCE
Sonny Oh
Senior Counsel
Securities and Exchange Commission
Diivision of Investment Management
100 F Street, NE
Washington, DC 20549
RE: METLIFE INSURANCE COMPANY USA:
METLIFE INVESTORS USA SEPARATE ACCOUNT A
SERIES VA (OFFERED ON AND AFTER ______, 2016)
INITIAL REGISTRATION STATEMENT FILED ON FORM N-4
FILE NOS. 811-03365 AND 333-209053
FIRST METLIFE INVESTORS INSURANCE COMPANY:
FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE
CLASS VA (OFFERED ON AND AFTER ______, 2016)
INITIAL REGISTRATION STATEMENT FILED ON FORM N-4
FILE NOS. 811-08306 AND 333-209058
Dear Mr. Oh:
On behalf of MetLife Insurance Company USA ("MetLife USA") and First
MetLife Investors Insurance Company ("FMLI," and together with MetLife USA, the
"Companies") 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 you have provided to us by correspondence dated March 17, 2016
with regard to:
. The initial registration statement on Form N-4 for the Series VA
(offered on and after ______, 2016) variable annuity contract to be
issued by MetLife USA (the "National VA"), which was filed by MetLife
USA and MetLife Investors USA Separate Account A with the Securities
and Exchange Commission (the "Commission") on January 20, 2016 (File
Nos. 811-03365 and 333-209053); and
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US_ACTIVE-126187950.7
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 2
. The initial registration statement on Form N-4 for the Class VA
(offered on and after ______, 2016) variable annuity contract to be
issued by FMLI (the "NY VA"), which was filed by FMLI and First
MetLife Investors Variable Annuity Account One with the Commission on
January 20, 2016 (File Nos. 811-08306 and 333-209058).
For ease of reference, each of the comments of the staff of the Commission
(the "Staff") is set forth below, followed by the Companies' response. Unless
noted otherwise, page references in the responses are to the pages in the
courtesy copy of the prospectus for the National VA which was provided to the
Staff. Further, we understand that each comment of the Staff applies to the
respective registration statements for the National VA and the NY VA, unless
stated otherwise. Accordingly, the Companies' responses to each of the Staff's
comments below apply to, and describe revisions made in, each registration
statement for the National VA and the NY VA, unless stated otherwise.
GENERAL
-------
1. Please disclose to the staff whether there are any types of guarantees or
support agreements with any third parties.
RESPONSE: MetLife USA does not have any type of guarantee or support
--------
agreement with a third party to support any of the contract features or
benefits under the National VA or any of its related riders. MetLife USA will
be solely responsible for paying out the benefits or features associated with
the National VA.
As disclosed in the Statement of Additional Information ("SAI") included
in the FMLI registration statement for the NY VA, FMLI has entered into a Net
Worth Maintenance Agreement with its direct parent, MetLife, Inc. ("Metlife"),
pursuant to which MetLife has agreed, without limitation or amount, to cause
FMLI to have certain minimum capital and surplus levels and liquidity necessary
to enable it to meet its current obligations on a timely basis.
2. 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 revised to be
--------
the same as or about the date of effectiveness.
3. Please confirm that the EDGAR series/class identifiers will be revised
appropriately prior to effectiveness of the registration statement to reflect
the contract name disclosed on the front cover page of the prospectus.
RESPONSE: We confirm that prior to the effectiveness of each registration
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statement, the EDGAR series/class identifiers will be revised as appropriate to
reflect the full name of the applicable contract.
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 3
PROSPECTUS
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4. COVER PAGE (VA):
A. Whenever "AB Global Dynamic Allocation Portfolio" is referenced,
please consider adding a parenthetical: (formerly AllianceBernstein Global
Dynamic Allocation Portfolio).
RESPONSE: We respectfully note that the name change from
--------
"AllianceBernstein Global Dynamic Allocation Portfolio" to "AB Global
Dynamic Allocation Portfolio" became effective last year in May 2015. The
Companies and their affiliates who issue variable insurance contracts
customarily annotate the names of the Investment Portfolios offered with
their contracts to advise of name changes only during the year in which
the name change became effective. Consequently, the parenthetical
"(formerly AllianceBernstein Global Dynamic Allocation Portfolio)" was
added wherever "AB Global Dynamic Allocation Portfolio" was referenced in
the May 1, 2015 prospectuses for the variable insurance contracts which
were then available. Moreover, the most recent supplement for the fund
prospectus for this Investment Portfolio, which was filed on August 20,
2015, refers to the Investment Portfolio as the "AB Global Dynamic
Allocation Portfolio," without the parenthetical, and it is expected that
the May 1, 2016 prospectus of the Investment Portfolio would do so as
well. Because the prospectuses for the National VA and the NY VA only will
be used for sales to new investors, who would not have known this
Investment Portfolio by its previous name, we do not believe it would be
helpful for the prospectuses for the National VA and the NY VA to include
a parenthetical advising of the name change.
B. Whenever "MetLife Small Cap Value Portfolio" is referenced, please
consider adding a parenthetical: (formerly Third Avenue Small Cap Value
Portfolio).
RESPONSE: We respectfully refer you to our response above for Comment
--------
4.a., MUTATIS MUTANDIS.
5. HIGHLIGHTS (PAGE 7)
A. Please reconcile the disclosure under "Non-Natural Persons as Owners"
on page 8 with the corresponding disclosure in the NY VA.
RESPONSE: We have reviewed the referenced disclosure in the NY VA
--------
prospectus and determined that this disclosure should be identical to the
corresponding disclosure in the National VA. We will incorporate
conforming revisions in a subsequent pre-effective amendment to the
registration statement for the NY VA.
B. For the NY VA, please disclose that you must be at least 60 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 52.
RESPONSE: We recognize that the prospectus for the National VA discloses
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the actual Minimum Issue Age in the "Summary of the GLWB," instead of
referring generally to a Minimum Issue
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 4
Age. However, consistent with the prospectuses for the other New York-only
contracts that offer the GLWB rider, such as Class O (offered on and after
September 21, 2015) (File Nos. 811-08306 and 333-205137), the NY VA
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 may
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,
FMLI 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. FMLI 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 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.
6. INVESTMENT PORTFOLIO FEES AND EXPENSES (P. 16)
A. In the paragraph following the table, please delete the first
sentence as MetLife USA is in a position to verify the information
received from affiliate funds.
RESPONSE: Pursuant to conversations with Mr. William Kotapish and
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Ms. Joyce Pickholz of the Staff, the paragraph following the table has
been revised as follows:
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 5
The information shown in the table above was provided by the
Investment Portfolios. Certain Investment Portfolios and their
investment adviser have entered into expense reimbursement and/or fee
waiver arrangements that will continue from May 1, 2016 through
April 30, 2017. These arrangements can be terminated with respect to
an Investment Portfolio only with the approval of the board of
directors or trustees of that Investment Portfolio. Please see the
Investment Portfolios' prospectuses for additional information
regarding these arrangements.
B. In the paragraph following the table, please delete the third
sentence as it is not included in the portfolio disclosure, as filed on
Form N-1A.
RESPONSE: Please see our response to Comment 6.a.
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C. In the narrative following the end of the table on page 12 of the NY
VA, please revise the reference to the Investment Portfolio's prospectus
from 2015 to 2016 with respect to applicable fee waivers and/or expense
reimbursements.
RESPONSE: Please see our response to Comment 6.a.
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7. EXAMPLES (PAGE 17)
In the introductory paragraph, please change the terms "contract Owner
transaction expenses" and "Contract Fees" to "Owner Transaction Expenses" and
"Account Fee," respectively to accurately reflect the terms that are used in
the fee tables.
RESPONSE: We have made the requested changes and related conforming
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changes in each registration statement.
8. TERMINATION FOR LOW ACCOUNT VALUE (PAGE 20)
In the second to last sentence of the section appearing on page 21, in lieu of
reference to "a guaranteed death benefit," please specify the applicable death
benefits.
RESPONSE: In response to the Staff's comment, we have revised the
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reference to "a guaranteed death benefit" in that sentence to "any guaranteed
death benefit." The purpose of this change is to clarify that the assurance
provided by that sentence (I.E., that no contract with a guaranteed death
benefit will be terminated if the guaranteed amount under the death benefit is
greater than Account Value) applies to all guaranteed death benefits available
with the contract. We believe this approach results in more user-friendly and
readable disclosure than listing out the names of each of the four types of
death benefits offered with the National VA or the two types of death benefits
offered with the NY VA.
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March 31, 2016
Page 6
9. ALLOCATION OF PURCHASE PAYMENTS (PAGE 21)
In the paragraph beginning with, "Once we receive your Purchase Payment . . .",
the last sentence states, ". . . we will either send back your money or get
your permission to keep it until we get all of the necessary information."
Please disclose where you would "keep" the money during that time.
RESPONSE: We are not aware of any requirement in Form N-4 or Rule 22c-1(c)
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that requires disclosure of what type of facility the suspended premium will be
retained in, and since the contract will not have been issued yet in such
situations, there are no contractual provisions that would govern.
10. REBALANCING (PAGE 29)
The disclosure indicates that "if a quarterly rebalancing date occurs on the
29th, 30th or 31st of a month, we will instead rebalance on the first day of
the following month."
Please disclose whether rebalancing would occur on the first day of the
following month if a quarterly rebalancing date occurred on the 28th of
February.
Please apply the same to DCA and EDCA on, respectively, pages 38 and 39.
RESPONSE: We believe the existing disclosure is sufficient because it
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accurately describes the procedure for determining the quarterly rebalancing
date, or the transfer date under the DCA or EDCA. As stated in the
prospectuses, a quarterly rebalancing date or a transfer date may not occur on
the 29th, 30th or 31st day of any month. This administrative procedure was
adopted to ensure that rebalancing can be set to occur on any possible date of
every month. Because each month will have at least 28 calendar days, we believe
this disclosure, in literal terms, is true and accurate and need not be
modified.
11. INVESTMENT OPTIONS (PAGE 32)
Please add "before investing" after the phrase "YOU SHOULD READ THE
PROSPECTUSES FOR THESE FUNDS CAREFULLY" in the second paragraph. Item 5(d).
RESPONSE: We have made the requested change in each registration statement.
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12. ENHANCED DOLLAR COST AVERAGING (EDCA) PROGRAM (NY VA, PAGE 31)
Please explain the changes made in the last paragraph beginning with: "If you
decide you no longer want to participate in the EDCA program, or if we receive
notification of your death . . ." as they apply to contracts issued previously
under another registration statement.
RESPONSE: We acknowledge that the referenced marked language, which
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appears on page 32 of the prospectus for the NY VA, is not applicable to the NY
VA and have deleted it from the prospectus for the NY VA.
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 7
13. GUARANTEED WITHDRAWAL BENEFIT - RIDER CHARGE (NY VA, PAGE 34)
Please disclose that a pro rata portion of the rider charge will not be
assessed if "you assign your contract" in contrast to the VA on page 42.
RESPONSE: We respectfully note that the requested change would not apply
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to the NY VA. The cited disclosure relates to assessment of a pro rata rider
charge upon rider termination. In New York, the GWB v1 rider does not terminate
upon an assignment.
14. TRANSFERS (PAGE 36)
In the second bullet point under the paragraph beginning "For transfers during
the Accumulation Phase . . . . ," please indicate when you will provide notice
of any such maximum allocation limit.
RESPONSE: Due to variables in the facts and circumstances that could lead
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to the imposition of a maximum allocation limit for the Fixed Account, the
Companies are unable to specify in the prospectuses the amount of notice that
would be given in the event they were to impose a maximum allocation limit for
the Fixed Account. As stated in the prospectuses, the Companies have undertaken
to provide notice; the Companies will do so in advance if at all possible.
15. LIVING BENEFITS (PAGE 51)
A. The Guaranteed Withdrawal Benefit is defined either as "GWB v1" or
just "GWB" (see page 11). For clarity, please use only one term
consistently throughout the prospectus
RESPONSE: We respectfully note that references to the term "GWB v1" are to
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the specific version of the Guaranteed Withdrawal Benefit rider that is
currently offered by the prospectuses, with the specific rates and other
terms shown in the GWB v1 row of the GWB Rate Table. Because the Companies
may, in the future, offer additional versions of the Guaranteed Withdrawal
Benefit rider, the term "GWB" generically refers to the fundamental
characteristics of the Guaranteed Withdrawal Benefit rider that do not
change from version to version, and that are described outside the GWB
Rate Table. In other words, the existing disclosure is designed to easily
accommodate potential future offerings of new and additional versions of a
GWB rider (E.G., see our response to Comment 5.b. with respect to the GWB
Rate Table and GLWB Rate Table).
B. In the paragraph preceding, respectively, the Summary for the GWB on
page 62 and the GLWB on page 72 of the VA prospectus, please identify the
specific states where each rider is not available or indicate that it is
available in all states, as applicable.
RESPONSE: In response to the Staff's comment, we have added a sentence to
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"Summary of the Guaranteed Withdrawal Benefit Rider" and "Summary of the GLWB"
in the National VA prospectus directing investors to refer to the GWB Rate
Table and the GLWB Rate Table, respectively, for a list of the states where
each rider is not available. As previously discussed in our responses to
Comments 5.b. and 15.a., the prospectuses are organized to direct investors to
the GWB and GLWB Rate Tables as a central reference point for rider rates and
other specific terms of the riders; however, investors may
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 8
cease to use our rate tables as a central reference point if terms that appear
in the rate tables are generally dispersed throughout the prospectuses.
16. DEATH BENEFIT (PAGE 84)
A. For the VA, in the first paragraph under "Upon Your Death," please
clarify whether the Annual Step-Up may be elected along with the GLWB
Death Benefit.
RESPONSE: In response to the Staff's comment, we have revised the section
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"Upon Your Death" to clarify that the Annual Step-Up Death Benefit may not
be elected along with the GLWB Death Benefit.
B. For the NY VA, in the first paragraph on page 65, given that there
are only two living benefit riders, please simply state that the Annual
Step-Up Death Benefit may not be elected with the GWB but can be elected
with the GLWB.
RESPONSE: In response to the Staff's comment, we have revised the section
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"Upon Your Death" to include the requested statement that the Annual
Step-Up Death Benefit may not be elected with the GLWB but can be elected
with the GWB.
17. FEDERAL INCOME TAX STATUS (PAGE 96)
Please confirm the section is current and accurate.
RESPONSE: Updated disclosure in the "Federal Income Tax Status" section
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will be contained in a subsequent pre-effective amendment to each registration
statement, and we confirm that after such updates, the tax section will be
current and accurate.
18. DISTRIBUTOR (PAGE 107)
Please explain how MetLife Investors Distribution Company is affiliated.
Item 10(d).
RESPONSE: In accordance with the requirements of Item 10(d) of Form N-4,
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we have revised each registration statement to state that MetLife Investors
Distribution Company and the applicable Company are affiliated because they are
under common control of MetLife, Inc.
19. APPENDIX A
A. Please make sure all cross-references to Appendix A have been
appropriately revised, E.G., first paragraph, respectively, under "Met
Investors Series Trust" on page 33 and "Metropolitan Series Fund" on
page 34.
RESPONSE: We have reviewed the prospectuses of each registration statement
--------
and corrected any erroneous cross-references to "Appendix A," including
those noted by the Staff.
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 9
B. When "Wells Capital Management Incorporated" is referenced on page
A-2, please consider retaining the parenthetical: (formerly Third Avenue
Management LLC).
RESPONSE: We respectfully refer you to our responses above for Comments
--------
4.a. and b., as applied to a name change for the investment manager of the
Investment Portfolio that is referenced in Comment 4.b.
STATEMENT OF ADDITIONAL INFORMATION ("SAI")
-------------------------------------------
20. Based on the anticipated effective date for the filing, please confirm
that all information required in the SAI as of the most recent fiscal or
calendar year will be updated appropriately.
RESPONSE: We confirm that updated information that is required as of the
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most recent fiscal or calendar year in the SAI will be included in a subsequent
pre-effective amendment to each registration statement.
21. SELLING FIRMS (PAGE 4)
Please confirm the list of selling firms and update as necessary.
RESPONSE: We confirm that an updated list of selling firms will be
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included in a subsequent pre-effective amendment to each registration statement.
22. ADDITIONAL FEDERAL TAX CONSIDERATIONS (PAGE 8)
Please confirm that the disclosure is current and accurate.
RESPONSE: Updated disclosure will be added to the "Additional Federal Tax
--------
Considerations" section, if necessary, through a subsequent pre-effective
amendment to each registration statement. We confirm that the disclosure in
this section, updated as necessary, will be current and accurate.
PART C
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23. EXHIBITS
A. With regard to exhibit 13, please submit powers of attorney that
specifically relate to this filing as required by Rule 483(b) under the
Securities Act of 1933.
RESPONSE: We respectfully note that the references to the Series VA III
--------
and Class VA III contracts in the powers of attorney submitted with the
initial registration statements are to the National VA and the NY VA,
respectively, and that it is of course not possible to submit such powers
of attorney with the file numbers that are to be assigned under the
Securities Act of 1933. Nevertheless, the Companies and the Registrants
will file new powers of attorney that specifically identify the applicable
registration statement by its file number under the Securities Act of 1933
in a pre-effective amendment to such registration statement.
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 10
B. Please replace "forms of" exhibits with actual copies of the
agreements when they are available.
RESPONSE: We respectfully note that the "form of" agreements that are
--------
filed with the registration statements as exhibits are the final forms of
said agreements that have been adopted by the Companies. We further note
that Item 24 of Form N-4 permits the filing of "forms of" the contract and
application and "specimens" of broker-dealer selling agreements. As a
result, we believe the exhibit lists provided by the Companies pursuant to
Item 24(b) of Form N-4 and the exhibits filed with their registration
statements are sufficient.
C. Please provide, as an exhibit, a copy of the maintenance agreement
discussed in the second paragraph under "Company" on page 3 of the NY VA
SAI.
RESPONSE: We have added the Net Worth Maintenance Agreement between
--------
MetLife, Inc. and FMLI, dated as of December 31, 2002, as an exhibit to
the registration statement relating to the NY VA.
24. 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
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required disclosure that have not been included in the registration statements
for the National VA and the NY VA will be included in, and filed by,
pre-effective amendments to those registration statements.
25. 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 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
. 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;
. 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
Sonny Oh [LOGO OF ReedSmith]
March 31, 2016
Page 11
. 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.
RESPONSE: Each of MetLife USA and FMLI, for themselves and on behalf of
--------
MetLife Investors USA Separate Account A and First MetLife Investors Variable
Annuity Account One, respectively, will provide the requisite Tandy
representations for its registration statement in EDGAR correspondence at the
time it requests acceleration of the effective date of its registration
statement.
* * *
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.
Sincerely,
/s/ W. Thomas Conner
-----------------------------
W. Thomas Conner
WC:gp
cc: Peggy Heminger