SCHEDULE 14C
(RULE14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
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BRIGHTHOUSE FUNDS TRUST I
(Name of Registrant As Specified in Its Charter)
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BRIGHTHOUSE FUNDS TRUST I
One Financial Center
Boston, Massachusetts 02111
March 6, 2020
Dear Contract Owner:
The accompanying information statement provides information about a change in the subadviser of Loomis Sayles Growth Portfolio (formerly, ClearBridge Aggressive Growth Portfolio) (the “Portfolio”), a series of Brighthouse Funds Trust I. Effective December 16, 2019, Loomis, Sayles & Company, L.P. (“Loomis Sayles”) became subadviser to the Portfolio. In addition, the name of the Portfolio and the Portfolio’s principal investment strategies were changed at that time. For more information regarding these changes, please see the supplement dated December 6, 2019 to the Portfolio’s prospectus dated April 29, 2019, attached as Exhibit 1 to the accompanying information statement. You are receiving the accompanying information statement because some or all of the value of your variable annuity or variable life insurance contract was invested in the Portfolio as of December 16, 2019.
The accompanying information statement is for your information only. You do not need to do anything in response to this information statement.
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| | Sincerely, |
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| | Kristi Slavin |
| | President |
| | Brighthouse Funds Trust I |
BRIGHTHOUSE FUNDS TRUST I
Loomis Sayles Growth Portfolio
(formerly, ClearBridge Aggressive Growth Portfolio)
One Financial Center
Boston, Massachusetts 02111
INFORMATION STATEMENT
Important Notice Regarding the Availability of this Information Statement
This Information Statement is available online at
www.brighthousefinancial.com/variablefunds
The primary purpose of this Information Statement is to provide you with information about a change of the subadviser to Loomis Sayles Growth Portfolio (formerly, ClearBridge Aggressive Growth Portfolio) (the “Portfolio”), a series of Brighthouse Funds Trust I (the “Trust”). Effective December 16, 2019, Loomis, Sayles & Company, L.P. (“Loomis Sayles”) replaced ClearBridge Investments, LLC (“ClearBridge”) as subadviser to the Portfolio. This Information Statement is being mailed beginning on or about March 11, 2020 to the Portfolio’s Contract Owners of record as of the close of business on December 16, 2019 (the “Record Date”). The information in this document should be considered to be an Information Statement for purposes of Schedule 14C under the Securities Exchange Act of 1934, as amended. The Trust’s most recent annual and semiannual reports are available upon request without charge by writing the Trust at the above address or calling the Trust toll-free at1-800-638-7732.
Brighthouse Investment Advisers, LLC (“BIA”) serves as investment adviser to the Portfolio pursuant to a management agreement dated August 4, 2017, as amended from time to time, between the Trust and BIA (the “Management Agreement”). Brighthouse Securities, LLC (the “Distributor”), an affiliate of BIA, serves as the distributor to the Trust. For the fiscal year ended December 31, 2019, the Portfolio paid to the Distributor fees in the amount of $2,306,726. BIA is located at One Financial Center Boston, Massachusetts 02111. The Distributor is located at 11225 North Community House Road, Charlotte, North Carolina 28277. State Street Bank and Trust Company is the administrator of the Trust and is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.
Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that all agreements under which persons serve as investment advisers or investment subadvisers to investment companies be approved by shareholders. The Securities and Exchange Commission (the “SEC”) has granted exemptive relief to the Trust and BIA (the “Order”) that generally permits BIA, subject to certain conditions, and without the approval of shareholders, to: (a) employ a new investment subadviser for the Portfolio pursuant to the terms of a new investment subadvisory agreement, in each case either as a replacement for an existing subadviser or as an additional subadviser; (b) change the terms of any investment subadvisory agreement in a way that would otherwise require the approval of shareholders; and (c) continue the employment of an existing subadviser on the same subadvisory contract terms where a contract has been terminated because of an assignment of the contract, including, potentially, a change in control of the subadviser. The Portfolio’s Board of Trustees must approve any new subadvisory agreements implemented in reliance on the Order. The Portfolio may not rely on the Order with respect to subadvisers that are affiliated with BIA. One of the conditions of the Order is that within ninety days after entering into a new or amended investment subadvisory agreement with a new subadviser without shareholder approval, the Portfolio must provide an information statement to its shareholders setting forth substantially the information that would be required to be contained in a proxy statement for a meeting of shareholders to vote on the approval of the agreement. This Information Statement is being provided to you to satisfy this condition of the Order.
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THIS INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Prior to December 16, 2019, ClearBridge served as subadviser to the Portfolio pursuant to an investment subadvisory agreement dated August 4, 2017, by and between BIA and ClearBridge (the “Previous Subadvisory Agreement”). At anin-person meeting of the Board of Trustees of the Trust (the “Board”) held on December 3–5, 2019 (the “December Meeting”), the Board (including a majority of Trustees who are not “interested persons” (as that term is defined in the 1940 Act) of the Trust (the “Independent Trustees”)) approved a new investment subadvisory agreement between BIA and Loomis Sayles with respect to the Portfolio, which took effect as of December 16, 2019 (the “New Subadvisory Agreement”). For a discussion regarding the factors considered by the Board in approving the New Subadvisory Agreement and Loomis Sayles to serve as subadviser to the Portfolio, see Section III below. In connection with the approval of the New Subadvisory Agreement, the Previous Subadvisory Agreement was terminated as of December 16, 2019, and as of that date, ClearBridge no longer served as subadviser to the Portfolio. As discussed below, there are various differences between the Previous Subadvisory Agreement and the New Subadvisory Agreement. As with the Previous Subadvisory Agreement, the Portfolio does not pay the subadvisory fee under the New Subadvisory Agreement. BIA continues to serve as the Portfolio’s investment adviser pursuant to the Management Agreement between the Trust and BIA relating to the Portfolio.
Effective December 16, 2019, Loomis Sayles replaced ClearBridge as the subadviser to the Portfolio. Supplements to the Portfolio’s Summary Prospectus, Prospectus and Statement of Additional Information were filed on December 6, 2019 to reflect the change of subadviser. Unless otherwise noted in the supplements, all references to ClearBridge with respect to the Portfolio in the Summary Prospectus, Prospectus and Statement of Additional Information, as amended, relating to the Portfolio were replaced with Loomis Sayles, as appropriate.
II. | The Previous and New Subadvisory Agreements |
The Previous Subadvisory Agreement
The Previous Subadvisory Agreement provided that it would remain in effect, unless sooner terminated, for a period of one year from the effective date and would continue in effect for successive periods of one year thereafter only so long as the Board, including a majority of the Independent Trustees, or a majority of the outstanding voting securities of the Portfolio specifically approved its continuance at least annually. The Previous Subadvisory Agreement could be terminated at any time, without the payment of any penalty, by the Board, by BIA or by the vote of a majority of the outstanding voting securities of the Portfolio, upon sixty days’ prior written notice to ClearBridge, or by ClearBridge upon ninety days’ prior written notice to BIA, or upon shorter notice as mutually agreed upon. The Previous Subadvisory Agreement also included a provision that caused it to terminate automatically in the event of its assignment, or in the event that the Management Agreement between BIA and the Trust was terminated for any reason.
The Previous Subadvisory Agreement also generally provided that absent (i) willful misconduct, bad faith, reckless disregard or gross negligence of ClearBridge in the performance of any of its duties or obligations under the Previous Subadvisory Agreement or (ii) certain material misstatements or omissions made in reliance upon information furnished to BIA or the Trust by ClearBridge, ClearBridge would not be liable for any act or omission in the course of, or connected with, rendering services under the Previous Subadvisory Agreement.
Under the Previous Subadvisory Agreement, BIA paid a subadvisory fee to ClearBridge, based on the average daily net assets of the Portfolio, consisting of a monthly fee computed at the annual rate of 0.35% of the first $500 million of the Portfolio’s average daily net assets, 0.30% of such assets over $500 million up to
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$1 billion, 0.25% of such assets over $1 billion up to $2 billion, 0.20% of such assets over $2 billion up to $3 billion and 0.18% of such assets over $3 billion. For the period during the fiscal year ended December 31, 2019 for which ClearBridge acted as subadviser to the Portfolio, BIA paid ClearBridge $6,699,784 in aggregate subadvisory fees with respect to the Portfolio.
The Previous Subadvisory Agreement was last approved by the Board, including by a separate vote of the Independent Trustees, at a meeting held on October 23–24, 2019. The Portfolio’s initial shareholder approved a subadvisory agreement dated October 1, 2006 by and between BIA and ClearBridge (formerly, CAM North America, LLC) with respect to the Portfolio on January 25, 2001 in connection with the initial appointment of ClearBridge as subadviser to the Portfolio. Pursuant to the terms of the Order, the Previous Subadvisory Agreement was not required to be approved by the Portfolio’s shareholders.
The New Subadvisory Agreement
The New Subadvisory Agreement for the Portfolio with respect to Loomis Sayles is attached as Exhibit 2 to this Information Statement. The material differences in the terms of the New Subadvisory Agreement and the Previous Subadvisory Agreement are described below under “Material Differences between the Previous Subadvisory Agreement and the New Subadvisory Agreement.”
The New Subadvisory Agreement provides that it will remain in effect, unless sooner terminated, for a period of two years from the effective date, and thereafter for successive periods of one year only so long as the Board, including a majority of the Independent Trustees, or a majority of the outstanding voting securities of the Portfolio, specifically approves its continuance at least annually. The New Subadvisory Agreement can be terminated at any time, without the payment of any penalty, by the Board, by BIA, or by the vote of a majority of the outstanding voting securities of the Portfolio upon sixty days’ prior written notice to Loomis Sayles, or by Loomis Sayles upon ninety days’ prior written notice to BIA, or upon shorter notice as mutually agreed upon. The New Subadvisory Agreement will terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC, or in the event that the Management Agreement between BIA and the Trust is terminated for any reason.
The New Subadvisory Agreement also generally provides that absent (i) willful misconduct, bad faith, reckless disregard or gross negligence of Loomis Sayles in the performance of any of its duties or obligations under the New Subadvisory Agreement or (ii) certain material misstatements or omissions made in reliance upon information furnished to BIA or the Trust by Loomis Sayles, Loomis Sayles will not be liable for any act or omission in the course of, or connected with, rendering services under the New Subadvisory Agreement.
Subadvisory Fee
Under the New Subadvisory Agreement, BIA pays a subadvisory fee to Loomis Sayles consisting of a monthly fee computed at the annual rate of 0.265% of the average daily net assets of the Portfolio.
Effective December 16, 2019, BIA has voluntarily agreed to waive a portion of its investment advisory fee to reflect a portion of the savings from the difference between the subadvisory fee currently payable by BIA to Loomis Sayles under the New Subadvisory Agreement and the subadvisory fee previously payable by BIA to ClearBridge under the Previous Subadvisory Agreement.
For the period during the fiscal year ended December 31, 2019 for which ClearBridge acted as subadviser to the Portfolio, BIA paid ClearBridge $6,699,784 in aggregate subadvisory fees with respect to the Portfolio under the Previous Subadvisory Agreement. If the New Subadvisory Agreement had been in effect during the same period, the fee payable by BIA to Loomis Sayles with respect to the Portfolio would have been $6,660,108. The difference between such amounts is $39,676, which represents a decrease of 0.59%.
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As with the Previous Subadvisory Agreement, the Portfolio does not pay the subadvisory fees under the New Subadvisory Agreement. Under the Management Agreement between the Trust and BIA relating to the Portfolio, the fees payable to BIA by the Portfolio at current asset levels, before consideration of the effect of any voluntary or contractual advisory fee waiver by BIA, are the same as they were when ClearBridge subadvised the Portfolio.
Effective Date
The New Subadvisory Agreement was approved by the Board, including by a separate vote of the Independent Trustees, at the December Meeting, and its effective date was as of December 16, 2019.
Material Differences between the Previous Subadvisory Agreement and the New Subadvisory Agreement
Below is a summary description of other material differences between the Previous Subadvisory Agreement and the New Subadvisory Agreement, in addition to those described above (e.g., subadviser, subadvisory fee).
The Previous Subadvisory Agreement contained a provision under which ClearBridge would not be (1) liable for failing to vote any proxies where ClearBridge had not received such proxies or related shareholder communications on a timely basis or (2) responsible for taking any action or rendering any advice with respect to any legal proceedings or bankruptcies involving the issuers of securities held in the Portfolio except for the giving of notice to BIA and the custodian regarding the existence of such proceedings or bankruptcies. The New Subadvisory Agreement does not contain a comparable provision.
The Previous Subadvisory Agreement contained a provision whereby any indemnified person thereunder was prohibited from settling, terminating, appealing or otherwise disposing of any claim that may fall under the indemnification provisions of the Previous Subadvisory Agreement without the prior written consent of the indemnifying party, which consent could not be unreasonably withheld. The New Subadvisory Agreement does not contain a comparable provision.
In addition, the New Subadvisory Agreement contains provisions for which there were no comparable provisions under the Previous Subadvisory Agreement, including provisions:
| • | | requiring Loomis Sayles to (i) comply with BIA’s written compliance policies and procedures; (ii) promptly provide to BIA copies of its annual compliance review report (or a summary of the process and findings), as well as copies of its annualSOC-1 report; (iii) notify BIA promptly of any examination, inquiry for cause, investigation, institution of a proceeding or similar action from the SEC or other regulators or self-regulatory organization (“SRO”) relating directly or indirectly to Loomis Sayles’s asset management business; and (iv) notify BIA promptly of any material compliance matters (as defined in Rule38a-1 under the 1940 Act) and actions taken in response to issues or items raised by the SEC, an SRO or other regulators; |
| • | | requiring Loomis Sayles to maintain procedures regarding the use of derivatives and provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Trust or BIA; |
| • | | explicitly prohibiting Loomis Sayles from consulting with any other subadviser of the Trust concerning securities transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder; and |
| • | | requiring each of Loomis Sayles and BIA to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under the New Subadvisory Agreement. |
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At the December Meeting, the Board, including a majority of the Independent Trustees, approved the New Subadvisory Agreement. Accordingly, Loomis Sayles replaced Clearbridge as subadviser to the Portfolio on December 16, 2019.
In making that approval, the Board reviewed a variety of materials that were provided by the Adviser and the Subadviser relating to the Portfolio. During the December Meeting, the Board received a presentation from the Adviser regarding the Portfolio and representatives of the Adviser responded to questions from the Independent Trustees. The Board also met with representatives of the Subadviser at the December Meeting and received a presentation regarding, among other things, the Subadviser’s proposed investment strategy for the Portfolio, investment personnel, organizational structure, and firm governance. Also, the Board reviewed the responses to wide-ranging questions relating to the business and operations of the Subadviser that the Subadviser had prepared specifically for the New Subadvisory Agreement review process. The Independent Trustees were advised by independent legal counsel throughout the process, and met with independent legal counsel in executive session outside the presence of management.
At the December Meeting, the Board, including a majority of the Independent Trustees, concluded that the expected nature, extent and quality of services to be provided by the Subadviser supported the initial approval of the New Subadvisory Agreement. The Board also concluded that the proposed fees to be paid to the Subadviser appeared to be reasonable in light of the nature, extent and quality of the services to be provided by the Subadviser. The Board concluded that those considerations generally supported the initial approval of the New Subadvisory Agreement. Finally, the Board considered the Adviser’s recommendation that it approve the New Subadvisory Agreement.
In approving the New Subadvisory Agreement, the Board, including the Independent Trustees, gave attention to all of the information that was furnished, and each Trustee placed varying degrees of importance on the various pieces of information that were provided to them. The following paragraphs provide more information about some of the primary factors that were relevant to the Board’s decision. The Board did not identify any single factor as determinative, and the Trustees generally attributed different weights to various factors.
Nature, extent and quality of services.The Board considered a variety of information that the Adviser and the Subadviser prepared for the Board’s review. The Board considered the Subadviser’s investment process and philosophy. The Board took into account that the Subadviser’s responsibilities include, among other things, the development and maintenance of an investment program for the Portfolio, the selection of investment securities and the placement of orders for the purchase and sale of such securities, and the implementation of compliance controls related to the performance of these services. The Board considered, the Subadviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed the Subadviser’s investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Subadviser’s investment and compliance personnel who would provide services to the Portfolio. The Board noted BIA’s overall familiarity with Loomis Sayles as a result of BIA’s oversight of Loomis Sayles with respect to other series of the Trust and Brighthouse Funds Trust II that Loomis Sayles subadvises.
Performance. The Board took into account performance information from Loomis Sayles regarding its management of the strategy proposed for the Portfolio. In addition, the Independent Trustees reviewed a report on Loomis Sayles’ performance regarding its management of the strategy that was prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees.
Fees and Expenses. The Board noted that the subadvisory fee for the Portfolio was negotiated at arm’s length by the Adviser and is paid by the Adviser out of the Adviser’s advisory fee. The Board also considered
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that the change in the subadviser would lower the effective advisory fee for the Portfolio at the Portfolio’s current asset level because the Adviser had agreed to waive an equivalent portion of its advisory fee in order to pass on the benefit of the lower subadvisory fee at current asset levels to the Portfolio. In addition, the Independent Trustees reviewed a report on the advisory and subadvisory fees of the Portfolio that was prepared for them by JDL.
Profitability. The Board noted that it would examine the Portfolio’s profitability to the Subadviser and its affiliates as a result of its relationship with the Portfolio, to the extent available, at the next contract renewal and on an ongoing annual basis thereafter. The Board also considered the ability of the Adviser to negotiate with the Subadviser at arm’s length.
Economies of scale.The Board considered the Portfolio’s fees in light of its size. The Board noted that the fee schedule does not have breakpoints and considered management’s explanation of the same. The Board noted, although there are no breakpoints, the lower overall net advisory fee paid by the Fund under the New Subadvisory Agreement at current asset levels.
Other factors. The Board considered other benefits that may be realized by the Subadviser and its affiliates from their relationships with the Portfolio, including the opportunity to provide advisory services to additional portfolios of the Trust and reputational benefits. The Board considered information from the Subadviser about potential conflicts of interest, and the manner in which any potential conflicts were mitigated.
Founded in 1926, Loomis Sayles is one of America’s oldest investment advisory firms, with over $297.2 billion in assets under management as of December 31, 2019. The general partner of Loomis Sayles is Loomis, Sayles & Company, Inc. The principal address of Loomis Sayles and Loomis, Sayles & Company, Inc. is One Financial Center, Boston, Massachusetts 02111.
Aziz V. Hamzaogullari, CFA, Chief Investment Officer and Founder of the Growth Equity Strategies Team at Loomis Sayles, has managed the Portfolio since December 2019.
Following is a list of the directors and principal executive officers of Loomis Sayles and their principal occupations. The address of each person listed with respect to their position with Loomis Sayles, unless noted otherwise, is: c/o Loomis, Sayles & Company, L.P., One Financial Center, Boston, Massachusetts 02111.
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Name | | Principal Occupation at Loomis Sayles |
Kevin P. Charleston | | Chairman, President & Chief Executive Officer |
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Daniel J. Fuss | | Vice Chairman, Executive Vice President, & Portfolio Manager |
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Matthew Eagan | | Executive Vice President & Portfolio Manager |
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John F. Gallagher, II | | Executive Vice President & Director of Institutional Services |
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John R. Gidman | | Executive Vice President & Chief Operating Officer |
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Aziz Hamzaogullari | | Executive Vice President & Chief Investment Officer for Growth Equity Strategies |
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Maurice Leger | | Executive Vice President & Director of Product Management and Strategic Planning |
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Jean S. Loewenberg | | Executive Vice President, General Counsel & Secretary |
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Jaehoon Park | | Executive Vice President & Chief Investment Officer |
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Richard Raczkowski | | Executive Vice President & Portfolio Manager |
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John F. Russell | | Executive Vice President & Head of Human Resources |
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Name | | Principal Occupation at Loomis Sayles |
Paul Sherba | | Executive Vice President & Chief Financial Officer |
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Elaine Stokes | | Executive Vice President & Portfolio Manager |
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David Waldman | | Executive Vice President & Deputy Chief Investment Officer |
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Gregory B. Woodgate | | Vice President & Treasurer |
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Estelle H. Burton | | Vice President & Controller |
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Donald P. Ryan | | Vice President, Chief Compliance Officer & Counsel |
Loomis Sayles acts as investment adviser or subadviser to the following mutual funds that have investment objectives similar to those of the Portfolio:
AS OF DECEMBER 31, 2019
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Name of Comparable Fund | | Annual Fee Schedule (as a % of average daily net assets) | | Account Type | | Assets under Management | |
Large Cap Growth Fund A | | 0.265% on the first $3 billion 0.25% on all assets above $3 billion | | Sleeve of a subadvised Large Cap Growth Fund | | $ | 837.3M | |
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Large Cap Growth Fund B | | 0.31% on first $250MM 0.29% on next $250MM 0.27% thereafter | | Sleeve of a subadvised Large Cap Growth Fund | | $ | 1.5B | |
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Large Cap Growth Fund C | | 0.34% on first $500MM 0.33% thereafter | | Subadvised Large Cap Growth Fund | | $ | 112M | |
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Large Cap Growth Fund D | | 0.34% on first $500MM 0.33% thereafter | | Sleeve of a subadvised Large Cap Growth Fund | | $ | 1.6B | |
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Large Cap Growth Fund E | | 0.365% on first $500MM 0.35% thereafter | | Subadvised Large Cap Growth Fund | | $ | 1.013B | |
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Large Cap Growth Fund F | | 0.25% on all assets | | Subadvised Large Cap Growth Fund | | $ | 2.9B | |
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Large Cap Growth Fund G | | 0.25% on all assets | | Sleeve of a subadvised Large Cap Growth Fund | | $ | 855M | |
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Large Cap Growth Fund H | | 0.20% on all assets | | Sleeve of a subadvised Large Cap Growth Fund | | $ | 876M | |
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Large Cap Growth Fund I | | 0.265% on the first $3 billion 0.25% on all assets above $3 billion | | Sleeve of a subadvised Large Cap Growth Fund | | $ | 2.6B | |
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Loomis Sayles Growth Fund, Institutional Class | | 0.50% on all assets | | Proprietary Large Cap Growth Fund | | $ | 8.8B | |
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Loomis Sayles Large Cap Growth Composite, Institutional | | Standard Form ADV Fee Schedule 0.575%% on the first $20 million 0.50% on the next $30 million 0.45% on the next $50 million 0.40% on value over $100 million | | N/A | | | N/A | |
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V. | Changes in the Portfolio’s Investment Objective, Investment Strategies, and Risks |
Under Loomis Sayles’s management, the investment objective of the Portfolio has changed from “capital appreciation” to “long-term growth of capital.” There are also changes to the Portfolio’s principal investment strategies and principal risks under Loomis Sayles’s management. Please see the supplement dated December 6, 2019 to the Portfolio’s prospectus dated April 29, 2019, attached as Exhibit 1 to this Information Statement for more information.
VI. | Portfolio Transactions |
Subject to the supervision and control of BIA and the Board, Loomis Sayles is responsible for decisions to buy and sell securities for the Portfolio’s account and for the placement of its portfolio business with broker-dealers and the negotiation of commissions, if any, paid on such transactions. Loomis Sayles is responsible for effecting the Portfolio’s portfolio transactions and will do so in a manner deemed fair and reasonable and not according to any formula. Brokerage commissions are paid on transactions in equity securities traded on a securities exchange. Certain equity securities are traded in theover-the-counter market. Inover-the-counter transactions, orders are placed directly with a principal market maker unless a better price and execution can be obtained by using a broker. This does not mean that the lowest available brokerage commission will be paid. Although from time to time the Portfolio might pay a commission on a transaction involving a fixed-income security, transactions involving fixed-income securities are typically conducted directly with a dealer or other counterparty (principal transaction), and no commission is paid.
Generally, Loomis Sayles only places portfolio transactions with a broker that it believes is financially responsible, will provide efficient and effective services in executing, clearing and settling an order and will charge commission rates or prices which, when combined with the quality of the foregoing services, will produce best execution for the transaction. In negotiating commission rates, Loomis Sayles will use its best efforts to obtain information as to the general level of commission rates being charged by the brokerage community from time to time and will evaluate the overall reasonableness of brokerage commissions paid on transactions by reference to such information. In making such evaluation, all factors affecting liquidity and execution of the order, as well as the amount of the capital commitment by the broker in connection with the order, are taken into account.
In selecting brokers to effect transactions for the Portfolio, Loomis Sayles may consider the brokerage and research services provided by a broker. Loomis Sayles may cause the Portfolio to pay a broker that provides brokerage and research services an amount of commission for effecting a securities transaction for the Portfolio in excess of the amount another broker would have charged for effecting the same portfolio transaction. Loomis Sayles must determine in good faith that such higher commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker viewed in terms of that particular transaction or Loomis Sayles’s overall responsibilities to the Portfolio and its other clients. Loomis Sayles’s authority to cause the Portfolio to pay a higher commission is subject to the brokerage policies the Board may adopt from time to time.
The Board has approved a Statement of Directed Brokerage Policies and Procedures for Reducing Trust Expenses (the “Statement”). Under the Statement, the Trust may cause the Portfolio to effect securities transactions through brokers in a manner that would help to generate resources to pay the cost of certain expenses which the Portfolio is required to pay or for which the Portfolio is required to arrange payment (“Directed Brokerage”). The Board will review the levels of Directed Brokerage for the Portfolio on a quarterly basis.
For the year ended December 31, 2019, the Portfolio paid $812,794 in brokerage commissions. For the year ended December 31, 2019, the Portfolio did not pay any brokerage commissions to affiliated brokers.
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VII. | Portfolio’s Ownership Information |
As of the Record Date, the total number of Class A, Class B and Class E shares of the Portfolio outstanding was 102,321,129, 55,342,353 and 2,004,413, respectively.
Metropolitan Life Insurance Company, New England Life Insurance Company, Brighthouse Life Insurance Company, Brighthouse Life Insurance Company of NY and Metropolitan Tower Life Insurance Company and their respective affiliates (individually an “Insurance Company”) are the record owners, through their separate accounts, of all of the Portfolio’s shares.
As of the Record Date, the officers and Trustees of the Trust as a group beneficially owned less than 1% of the shares of beneficial interest of the Portfolio. To the Trust’s knowledge, no person, as of the Record Date, was entitled to give voting instructions to an Insurance Company with respect to 5% or more of the Portfolio’s shares.
VIII. | Shareholders Sharing the Same Address |
As permitted by law, only one copy of this Information Statement may be delivered to Contract Owners residing at the same address, unless such Contract Owners have notified the Trust of their desire to receive multiple copies of the shareholder reports and other materials that the Trust sends. If you would like to receive an additional copy of this Information Statement, please contact the Trust by writing to the Trust at One Financial Center, Boston, Massachusetts 02111, or by calling1-800-638-7732. The Trust will then promptly deliver, upon request, a separate copy of this Information Statement to any Contract Owner residing at an address to which only one copy was mailed. Contract Owners wishing to receive separate copies of the Trust’s shareholder reports and other materials in the future, and Contract Owners sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.
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Exhibit 1
BRIGHTHOUSE FUNDS TRUST I
SUPPLEMENT DATED DECEMBER 6, 2019
TO THE
PROSPECTUS DATED APRIL 29, 2019
CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
The Board of Trustees of Brighthouse Funds Trust I (the “Trust”) has approved a change of subadviser for the ClearBridge Aggressive Growth Portfolio (the “Portfolio”) from ClearBridge Investments, LLC (“ClearBridge”) to Loomis, Sayles & Company, L.P. (“Loomis Sayles”) to be effective on or about December 16, 2019, pursuant to a new subadvisory agreement between the Trust’s investment adviser, Brighthouse Investment Advisers, LLC, and Loomis Sayles. Effective on or about December 16, 2019, the name of the Portfolio will change to Loomis Sayles Growth Portfolio, and, except as otherwise noted below, all references to the former name of the Portfolio contained in the Prospectus will change to the Portfolio’s new name and all references to ClearBridge as the Portfolio’s subadviser contained in the Prospectus will change to Loomis Sayles. The Insurance Companies (as defined in the Prospectus) may temporarily continue to refer to ClearBridge as the Portfolio’s subadviser and to the Portfolio by its former name in their forms and communications until such documents can be revised.
In connection with the changes described above, the following changes to the Portfolio’s Prospectus are effective on or about December 16, 2019:
In the Portfolio Summary, the information in the section entitled “Investment Objective” is deleted in its entirety and replaced with the following:
Long-term growth of capital.
In the Portfolio Summary, the information in the section entitled “Principal Investment Strategies” is deleted in its entirety and replaced with the following:
Under normal market conditions, the Portfolio will invest primarily in equity securities, including common stocks, convertible securities and warrants. The Portfolio focuses on stocks of large capitalization companies, but the Portfolio may invest in companies of any size.
The Portfolio normally invests across a wide range of sectors and industries. The Portfolio’s subadviser, Loomis, Sayles & Company, L.P. (“Loomis Sayles” or the “Subadviser”), employs a growth style of equity management, which means that the Portfolio seeks to invest in companies with sustainable competitive advantages, long-term structural growth drivers, attractive cash flow returns on invested capital, and management teams focused on creating long-term value for shareholders. The Subadviser also aims to invest in companies when they trade at a significant discount to the Subadviser’s estimate of intrinsic value.
The Portfolio will consider selling a portfolio investment when the Subadviser believes an unfavorable structural change has occurred or is likely to occur within a given business or the markets in which it operates, when a critical underlying investment assumption is flawed, when a more attractivereward-to-risk opportunity becomes available, when the Subadviser believes the current price fully reflects intrinsic value, or for other investment reasons the Subadviser deems appropriate.
The Portfolio may also invest up to 20% of its assets in foreign securities, including depositary receipts and emerging market securities. Although certain equity securities purchased by the Portfolio may be issued by domestic companies incorporated outside of the United States, the Subadviser does not consider these securities to be foreign if they are included in the U.S. equity indices published by S&P Global Ratings or Russell Investments or if the security’s country of risk defined by Bloomberg is the United States. The
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Portfolio may also engage in foreign currency transactions (including foreign currency forwards and foreign currency futures) for hedging purposes, invest in options for hedging and investment purposes and invest in securities issued pursuant to Rule 144A under the Securities Act of 1933. Except as provided above or as required by applicable law, the Portfolio is not limited in the percentage of its assets that it may invest in these instruments.
In the Portfolio Summary, in the section entitled “Principal Risks,” the subsections entitled “Focused Investment Risk” and“Non-Diversification Risk” are deleted in their entirety.
In the Portfolio Summary, in the section entitled “Principal Risks,” the last sentence in the subsection entitled “Foreign Investment Risk” is deleted in its entirety.
In the Portfolio Summary, the section entitled “Principal Risks” is revised to add the following disclosure immediately after the subsection entitled “Foreign Investment Risk”:
Emerging Markets Risk.In addition to all of the risks of investing in foreign developed markets, emerging market securities involve risks attendant to less mature and stable governments and economies, lower trading volume, trading suspension, security price volatility, proceeds repatriation restrictions, withholding and other taxes, some of which may be confiscatory, inflation, deflation, currency devaluation and adverse government regulations of industries or markets. As a result of these risks, the prices of emerging market securities tend to be more volatile than the securities of issuers located in developed markets.
Convertible Securities Risk. Investments in convertible securities are subject to market risk, credit and counterparty risk, interest rate risk and other risks associated with investments in equity and fixed income securities, depending on the price of the underlying security and the conversion price. In addition, a convertible security may be bought back by the issuer, or the Portfolio may be forced to convert a convertible security, at a time and a price that is disadvantageous to the Portfolio.
Credit and Counterparty Risk. The value of the Portfolio’s investments may be adversely affected if a security’s credit rating is downgraded or an issuer of an investment held by the Portfolio fails to pay an obligation on a timely basis, otherwise defaults or is perceived by other investors to be less creditworthy. If a counterparty to a derivatives or other transaction with the Portfolio files for bankruptcy, becomes insolvent, or otherwise becomes unable or unwilling to honor its obligation to the Portfolio, the Portfolio may experience significant losses or delays in realizing income on or recovering collateral and may lose all or a part of the income from the transaction.
Derivatives Risk. The Portfolio may invest in derivatives, including futures contracts, to obtain investment exposure, enhance return or “hedge” or protect its assets from an unfavorable shift in the value or rate of a reference instrument. Derivatives can significantly increase the Portfolio’s exposure to market risk, credit and counterparty risk (the risk that an issuer or counterparty will default or become less creditworthy) and other risks. Derivatives may be illiquid and difficult to value. Because of their complex nature, some derivatives may not perform as intended. As a result, the Portfolio may not realize the anticipated benefits from a derivative it holds or it may realize losses. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivative transactions may create investment leverage, which increases the Portfolio’s volatility and may require the Portfolio to liquidate portfolio securities when it is not advantageous to do so. Government regulation of derivative instruments may limit or prevent the Portfolio from using such instruments as part of its investment strategies, which could adversely affect the Portfolio.
Leveraging Risk.Derivatives and other transactions that give rise to leverage may cause the Portfolio’s performance to be more volatile than if the Portfolio had not been leveraged. Leveraging also may require that the Portfolio liquidate portfolio securities when it is not advantageous to do so to satisfy its obligations.
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Leveraging may expose the Portfolio to losses in excess of the amounts invested or borrowed. Leverage can create an interest expense that would lower the Portfolio’s overall returns. There can be no guarantee that a leveraging strategy will be successful.
Rule 144A and Other Exempted Securities Risk.In the U.S. market, private placements may typically be sold only to qualified institutional buyers, or qualified purchasers, as applicable.If an insufficient number of eligible buyers is interested in purchasing privately placed and other securities or instruments exempt from Securities and Exchange Commission registration (collectively “private placements”) at a particular time, this could adversely affect the marketability of such investments and the Portfolio might be unable to dispose of them promptly or at reasonable prices, subjecting the Portfolio to liquidity risk. Even the Portfolio’s holdings of liquid private placements may increase the level of Portfolio illiquidity if eligible buyers are unable or unwilling to purchase them at a particular time. The information that issuers of Rule 144A eligible securities are required to disclose to potential investors is much less extensive than that required of public companies and is not publicly available, and issuers of Rule 144A eligible securities can require recipients of the offering information (such as the Portfolio) to agree contractually to keep the information confidential, which could also adversely affect the Portfolio’s ability to dispose of the security.
Forward and Futures Contract Risk. The successful use of forward and futures contracts will depend upon the Subadviser’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of forward and futures contracts include (i) the imperfect correlation between the change in market value of the instruments held by the Portfolio and the price of the forward or futures contract; (ii) possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) the Subadviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (v) the possibility that the counterparty will default in the performance of its obligations; (vi) if the Portfolio has insufficient cash, it may have to sell securities to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it is disadvantageous to do so; (vii) the possibility that the Portfolio may be delayed or prevented from recovering margin or other amounts deposited with a futures commission merchant or futures clearinghouse; (viii) the possibility that position or trading limits will preclude the Subadviser from taking positions in certain futures contracts on behalf of the Portfolio; and (ix) the risks typically associated with foreign investments to the extent the Portfolio invests in futures contracts traded on markets outside the United States.
In the Portfolio Summary, the following disclosure is added at the end of the first paragraph of the section entitled “Past Performance”:
Effective December 16, 2019, Loomis Sayles became the subadviser to the Portfolio. Investment performance prior to that date may not be representative of the performance the Portfolio would have achieved had Loomis Sayles been its subadviser and had its current principal investment strategies then been in effect. Effective December 16, 2019, the Russell 1000 Growth Index replaced the Russell 3000 Growth Index as the Portfolio’s benchmark index. This change to the Portfolio’s benchmark index was made because the Russell 1000 Growth Index better reflects the market in which the Portfolio invests.
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In the Portfolio Summary, the Average Annual Total Return Table in the section entitled “Past Performance” is deleted in its entirety and replaced with the following:
Average Annual Total Return as of December 31, 2018
| | | | | | | | | | | | |
| | 1 Year | | | 5 Years | | | 10 Years | |
Class A | | | -6.81 | % | | | 5.47 | % | | | 14.52 | % |
Class B | | | -7.06 | % | | | 5.21 | % | | | 14.22 | % |
Class E | | | -6.94 | % | | | 5.32 | % | | | 14.36 | % |
Russell 1000 Growth Index (reflects no deduction for mutual fund fees or expenses) | | | -1.51 | % | | | 10.41 | % | | | 15.29 | % |
Russell 3000 Growth Index (reflects no deduction for mutual fund fees or expenses) | | | -2.12 | % | | | 9.99 | % | | | 15.15 | % |
In the Portfolio Summary, the disclosure regarding the Portfolio’s subadviser and portfolio managers in the section entitled “Management” is deleted in its entirety and replaced with the following:
Subadviser. Loomis, Sayles & Company, L.P. is the subadviser to the Portfolio.
Portfolio Manager.Aziz V. Hamzaogullari, CFA, Chief Investment Officer of the Growth Equity Strategies Team at Loomis Sayles, has managed the Portfolio since December 2019.
In the section entitled “Principal Risks of Investing in the Portfolio,” the subsections entitled “Focused Investment Risk” and“Non-Diversification Risk” are deleted in their entirety.
In the section “Principal Risks of Investing in the Portfolio,” the penultimate paragraph under the heading “Foreign Investment Risk” is deleted in its entirety.
The section entitled “Principal Risks of Investing in the Portfolio” is revised to add the following disclosure immediately after the subsection entitled “Foreign Investment Risk”:
Emerging Markets Risk
Investments in emerging markets are subject to all of the risks of investments in foreign securities, generally to a greater extent than in developed markets, and additional risks as well. Generally, the economic, social, legal, and political structures in emerging market countries are less diverse, mature and stable than those in developed countries. As a result, investments in emerging market securities tend to be more volatile than investments in developed countries. Unlike most developed countries, emerging market countries may impose restrictions on foreign investment. These countries may also impose withholding and other taxes, some of which may be confiscatory, on investment proceeds or otherwise restrict the ability of foreign investors to withdraw their money at will.
The securities markets in emerging market countries tend to be smaller and less mature than those in developed countries, and they may experience lower trading volumes. As a result, investments in emerging market securities may be more illiquid and their prices more volatile than investments in developed countries. Many emerging market countries are heavily dependent on international trade and have fewer trading partners than developed countries, which makes them more sensitive to world commodity prices and economic downturns in other countries.
The fiscal and monetary policies of emerging market countries may result in sudden or high levels of inflation or deflation or currency devaluation. As a result, investments in emerging market securities may be subject to abrupt and severe price changes.
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Investments in emerging market securities may be more susceptible to investor sentiment than investments in developed countries. As a result, emerging market securities may be adversely affected by negative perceptions about an emerging market country’s stability and prospects for continued growth.
Convertible Securities Risk
Investments in convertible securities are subject to market risk, credit and counterparty risk, interest rate risk and other risks associated with investments in equity and fixed income securities, depending on the price of the underlying security and the conversion price. The value of a convertible security will tend to be more susceptible to fixed income security related risks (e.g., interest rate risk and credit and counterparty risk) when the price of the underlying security is less than the price at which the convertible security may be converted into an equity security. Conversely, the value of a convertible security will tend to be more susceptible to equity security related risks (e.g., market risk) when the price of the underlying security is greater than the price at which the convertible security may be converted into an equity security. An issuer of convertible securities may have the right to buy back the securities at a time and a price that is disadvantageous to the Portfolio. The Portfolio also may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Portfolio’s return.
The value of a debt security is directly affected by an issuer’s ability to pay principal and interest on time. Nearly all debt securities, including debt securities that are convertible into equity securities, are subject to some credit risk, which may vary depending upon whether the issuers of the securities are corporations, domestic or foreign governments, or their subdivisions or instrumentalities. U.S. Government securities are subject to varying degrees of credit risk depending upon whether the securities are supported by the full faith and credit of the United States; supported by the ability to borrow from the U.S. Treasury; supported only by the credit of the issuing U.S. Government agency, instrumentality, or corporation; or otherwise supported by the United States. If the Portfolio invests in debt securities, the value of your investment may be adversely affected if an issuer’s or a security’s credit rating is downgraded, an issuer of an investment held by the Portfolio fails to pay an obligation on a timely basis, otherwise defaults, or is perceived by other investors to be less creditworthy.
Convertible securities subject the Portfolio to counterparty risk, which is the risk that a counterparty with whom the Portfolio has entered into a transaction fails to satisfy its obligation to the Portfolio in connection with that transaction. If the Portfolio engages in a transaction with a counterparty, the value of your investment may be adversely affected if the counterparty files for bankruptcy, becomes insolvent, or otherwise becomes unable or unwilling to honor its obligation to the Portfolio.
The values of convertible securities are subject to change when prevailing interest rates change. The value of convertible securities tends to decline when prevailing interest rates rise and, conversely, tends to increase when interest rates go down. As the value of the common stock underlying a convertible security declines, the convertible security’s sensitivity to changes in prevailing interest rates tends to increase. The income generated by convertible securities may decline when prevailing interest rates decline and, conversely, increase when interest rates rise.
Credit and Counterparty Risk
The value of a debt security is directly affected by an issuer’s actual or perceived ability to pay principal and interest on time. Some securities issued by agencies and instrumentalities of the U.S. Government are not backed by the full faith and credit of the U.S. Government and are supported only by the credit of the issuing agency or instrumentality. If the Portfolio invests in debt securities, the value of your investment may be adversely affected if a security’s credit rating is downgraded, an issuer of an investment held by the Portfolio fails to pay an obligation on a timely basis, otherwise defaults, or is perceived by other investors to be less creditworthy.
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The Portfolio is also subject to the credit risk presented by another party (counterparty credit risk) to the extent it engages in transactions, such as securities loans, repurchase agreements or certain derivatives, which involve a promise by the counterparty to honor an obligation to the Portfolio. If the Portfolio engages in transactions with a counterparty that files for bankruptcy, becomes insolvent, or otherwise becomes unable or unwilling to honor its obligation to the Portfolio, the Portfolio may experience significant losses or delays in realizing income on any collateral the counterparty has provided to the Portfolio in respect of the counterparty’s obligations to the Portfolio or recovering collateral that the Portfolio has provided to the counterparty and is entitled to recover, and the Portfolio may lose all or a part of the income from such transactions. As a result, the value of your investment may be adversely affected.
Derivatives Risk
The Portfolio may invest in derivatives to obtain investment exposure, enhance return or “hedge” or protect its assets from an unfavorable shift in the value or rate of a reference instrument. Derivatives can significantly increase the Portfolio’s exposure to market risk and credit and counterparty risk. Derivatives also involve special risks and costs. For example, derivatives may be illiquid and difficult to value.
When a derivative or other instrument is used as a hedge against an offsetting position that the Portfolio also holds, any loss generated by that derivative or other instrument will be substantially offset by the gains on the hedged security. Conversely, such hedging transactions limit the opportunity for gain if the value of the Portfolio’s hedged position should increase. To the extent the Portfolio uses a derivative security or other instrument for purposes other than as a hedge, or if the Portfolio hedges imperfectly, the Portfolio will be directly exposed to the risks of that derivative or other instrument and any loss generated by that derivative or other instrument will not be offset by a gain.
Due to their complexity, derivatives may not perform as intended. As a result, the Portfolio may not realize the anticipated benefits from a derivative it holds or it may realize losses. The Portfolio may not be able to terminate or sell a derivative under some market conditions, which could result in substantial losses. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment.
Certain derivatives transactions in which the Portfolio may engage give rise to a form of leverage. Leveraging may cause the Portfolio’s performance to be more volatile than if the Portfolio had not been leveraged, resulting in larger gains or losses in response to market conditions. Leveraging also exposes the Portfolio to losses in excess of the amounts invested or borrowed, as applicable. In addition, the transaction costs associated with transactions that give rise to leverage may exceed the Portfolio’s returns from those transactions, resulting in the Portfolio incurring losses or reduced gains. The use of leverage may cause the Portfolio to liquidate portfolio securities when it is not advantageous to do so in order to satisfy its obligations or to meet asset segregation requirements.
Use of derivatives subjects the Portfolio to counterparty risk, which is the risk that a counterparty with whom the Portfolio has entered into a transaction fails to satisfy its obligation to the Portfolio in connection with that transaction. If the Portfolio engages in a transaction with a counterparty, the value of your investment may be adversely affected if the counterparty files for bankruptcy, becomes insolvent, or otherwise becomes unable or unwilling to honor its obligation to the Portfolio.
The Portfolio currently claims an exclusion from the definition of the term “commodity pool operator” (“CPO”) under the Commodity Exchange Act (the “CEA”), which means that it is not subject to regulation by the Commodity Futures Trading Commission (“CFTC”) under the CEA. A Portfolio claiming the exclusion is limited in its ability to use certain derivatives, such as futures, certain options, and swaps, without the Portfolio becoming subject to CFTC regulation. On an annual basis, the Portfolio is required to reaffirm its eligibility to continue to claim the exclusion. If the Portfolio’s use of derivatives would prevent it from claiming the exclusion (or any other exclusion or exemption available under CFTC regulations), then
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BIA would be subject to regulation as a CPO with respect to the Portfolio, and the Portfolio would be required to comply with applicable CFTC regulations. Compliance with these regulations may increase the Portfolio’s operating expenses.
Additional government regulation of derivative instruments may limit or prevent the Portfolio from using such instruments as part of its investment strategies, which could adversely affect the Portfolio.
Leveraging Risk
Derivatives and other transactions in which the Portfolio engages may give rise to a form of leverage. Transactions that may give rise to leverage include, among others, swap agreements, futures contracts, short sales, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions.
Leveraging may cause the Portfolio’s performance to be more volatile than if the Portfolio had not been leveraged. Leveraging may expose the Portfolio to losses in excess of the amounts invested or borrowed.
The Portfolio will segregate or “earmark” liquid assets in an amount sufficient to cover its obligations under the transaction that gives rise to leveraging risk. The use of leverage may cause the Portfolio to liquidate portfolio securities when it is not advantageous to do so to satisfy its obligations or to meet segregation requirements. In addition, leverage can create an interest expense that would lower the Portfolio’s overall returns. There can be no guarantee that a leveraging strategy will be successful.
Rule 144A and Other Exempted Securities Risk.In the U.S. market, private placements may typically be sold only to qualified institutional buyers, or qualified purchasers, as applicable. An insufficient number of buyers interested in purchasing private placements at a particular time could adversely affect the marketability of such investments and the Portfolio might be unable to dispose of them promptly or at reasonable prices, subjecting the Portfolio to liquidity risk. Even if a private placement is determined to be liquid, the Portfolio’s holdings of private placements may increase the level of Portfolio illiquidity if eligible buyers are unable or unwilling to purchase them at a particular time. Issuers of Rule 144A eligible securities are required to furnish information to potential investors upon request. However, the required disclosure is much less extensive than that required of public companies and is not publicly available since the offering is not filed with the Securities and Exchange Commission. Further, issuers of Rule 144A eligible securities can require recipients of the offering information (such as the Portfolio) to agree contractually to keep the information confidential, which could also adversely affect the Portfolio’s ability to dispose of the security.
Forward and Futures Contract Risk
The successful use of forward and futures contracts will depend upon the Subadviser’s skill and experience with respect to such instruments and are subject to special risk considerations. The primary risks associated with the use of forward and futures contracts include (i) the imperfect correlation between the change in market value of the instruments held by the Portfolio and the price of the forward or futures contract; (ii) possible lack of a liquid secondary market for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) the Subadviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (v) the possibility that the counterparty will default in the performance of its obligations; and (vi) if the Portfolio has insufficient cash, it may have to sell securities to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it is disadvantageous to do so.
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Foreign currency forward prices are influenced by, among other things, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions and currency devaluations and revaluations. Investments in currency forward contracts may cause the Portfolio to maintain net short positions in any currency, including home country currency. In other words, the total value of short exposure to such currency (such as short spot and forward positions in such currency) may exceed the total value of long exposure to such currency (such as long individual equity positions, long spot and forward positions in such currency).
The Portfolio will typically be required to post margin with its futures commission merchant in connection with its transactions in futures contracts. The Portfolio may be delayed or prevented from recovering margin or other amounts deposited with a futures commission merchant or futures clearinghouse. For example, in the event of an insolvency of the futures commission merchant, the Portfolio may not be able to recover all (or any) of the margin it has posted with the futures commission merchant, or realize the value of any increase in the price of its positions. The Commodity Futures Trading Commission (the “CFTC”) and the various exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short positions that any person and certain affiliated entities may hold or control in a particular futures contract. Trading limits are imposed on the number of contracts that any person may trade on a particular trading day. An exchange may order the liquidation of positions found to be in violation of these limits and may impose sanctions or restrictions. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the CFTC to establish speculative position limits on listed futures and economically equivalentover-the-counter (“OTC”) derivatives. Regulatory action taken by the CFTC to establish these additional position limits may adversely affect the market liquidity of the futures contracts, options and economically equivalent derivatives in which the Portfolio may invest. It is possible that, as a result of such limits, the Portfolio’s Subadviser will be precluded from taking positions in certain futures contracts or OTC derivatives as a result of positions held by other clients of the Subadviser or by the Subadviser or its affiliates themselves.
Futures contracts traded on markets outside the United States are not generally subject to regulation by the CFTC or other U.S. regulatory entities, including without limitation as to the execution, delivery, and clearing of transactions. U.S. regulators neither regulate the activities of a foreign exchange, nor have the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country in question. Margin and other payments made by the Portfolio may not be afforded the same protections as are afforded those payments in the United States, including in connection with the insolvency of an executing or clearing broker or a clearinghouse or exchange. Certain foreign futures contracts may be less liquid and more volatile than U.S. contracts.
In the section entitled “Additional Information About the Portfolio’s Investment Strategies,” the information in the subsection entitled “Index Description” is deleted in its entirety and replaced with the following:
Effective December 16, 2019, the Russell 1000 Growth Index replaced the Russell 3000 Growth Index as the Portfolio’s benchmark index. This change to the Portfolio’s benchmark index was made because the Russell 1000 Growth Index better reflects the market in which the Portfolio invests. The Russell 1000 Growth Index is an unmanaged measure of performance of those Russell 1000 companies with higherprice-to-book ratios and forecasted growth values. The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higherprice-to-book ratios and higher forecasted growth values.
It is not possible to invest directly in an index.
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In the subsection entitled “Additional Information About Management – The Subadviser,” the third through sixth paragraphs are deleted in their entirety and replaced with the following:
BIA pays the Subadviser a fee based on the Portfolio’s average daily net assets. The Portfolio is not responsible for the fees paid to the Subadviser. For the year ended December 31, 2018, BIA paid to the Portfolio’s former subadviser an investment subadvisory fee of 0.26% of the Portfolio’s average daily net assets.
LOOMIS, SAYLES & COMPANY, L.P., One Financial Center, Boston, Massachusetts 02111, is the Subadviser to the Portfolio. Founded in 1926, Loomis Sayles is one of America’s oldest investment advisory firms with over $249.7 billion in assets under management as of December 31, 2018.
The Portfolio is managed by Aziz V. Hamzaogullari, CFA,Chief Investment Officer and Founder of the Growth Equity Strategies Team at Loomis Sayles. Mr. Hamzaogullari joined Loomis Sayles as a Vice President in 2010.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR FUTURE REFERENCE
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Exhibit 2
INVESTMENT SUBADVISORY AGREEMENT
AGREEMENT made as of this 16th day of December 2019, by and between Loomis, Sayles & Company, L.P., a Delaware partnership (the “Subadviser”), and Brighthouse Investment Advisers, LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS, the Adviser serves as investment manager of Brighthouse Funds Trust I (the “Trust”), a Delaware statutory trust which has filed a registration statement (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “1933 Act”) pursuant to a management agreement dated August 4, 2017, as amended from time to time (the “Management Agreement”); and
WHEREAS, the Trust is comprised of several separate investment portfolios, one of which is the Loomis Sayles Growth Portfolio (the “Portfolio”); and
WHEREAS, the Adviser desires to avail itself of the services, information, advice, assistance and facilities of an investment adviser to assist the Adviser in performing investment advisory services for the Portfolio; and
WHEREAS, the Subadviser is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is engaged in the business of rendering investment advisory services to investment companies and other institutional clients and desires to provide such services to the Adviser;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. Employment of the Subadviser. The Adviser hereby employs the Subadviser to manage the investment and reinvestment of the assets of the Portfolio, subject to the control and direction of the Trust’s Board of Trustees, for the period and on the terms hereinafter set forth. The Subadviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Adviser, the Portfolio or the Trust in any way. The Subadviser may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio, provided the Subadviser receives the express agreement and consent of the Adviser and/or the Trust’s Board of Trustees to execute futures account agreements, ISDA Master Agreements and other documents related thereto, which consent shall not be unreasonably withheld. In such respect, and only for this limited purpose, the Subadviser shall act as the Adviser’s and the Trust’s agent andattorney-in-fact.
Copies of the Trust’s Registration Statement, as it relates to the Portfolio (the “Registration Statement”), and the Trust’s Agreement and Declaration of Trust and Bylaws (collectively, the “Charter Documents”), each as currently in effect, have been or will be delivered to the Subadviser. The Adviser agrees, on an ongoing basis, to notify the Subadviser of each change in the fundamental andnon-fundamental investment policies and restrictions of the Portfolio before they become effective and to provide to the Subadviser as promptly as practicable copies of all amendments and supplements to the Registration Statement before filing with the Securities and Exchange Commission (“SEC”) and amendments to the Charter Documents. The Adviser will promptly provide the Subadviser with any procedures applicable to the Subadviser adopted from time to time by the Trust’s Board of Trustees and agrees to promptly provide the Subadviser copies of all amendments thereto. The Subadviser will not be bound to follow any change in the investment policies, restrictions or procedures of the Portfolio or Trust, however, until it has received written notice of any such change from the Adviser.
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The Adviser shall timely furnish the Subadviser with such additional information as may be reasonably necessary for or requested by the Subadviser to perform its responsibilities pursuant to this Agreement. The Adviser shall cooperate with the Subadviser in setting up and maintaining brokerage accounts, futures accounts, and other accounts the Subadviser deems advisable to allow for the purchase or sale of various forms of securities and other financial instruments pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Subadviser. The Subadviser undertakes to provide the following services and to assume the following obligations:
| a. | The Subadviser shall manage the investment and reinvestment of the portfolio assets of the Portfolio, all without prior consultation with the Adviser, subject to and in accordance with the investment objective, policies and restrictions of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any written instructions which the Adviser or the Trust’s Board of Trustees may issue fromtime-to-time in accordance therewith. In pursuance of the foregoing, the Subadviser shall make all determinations with respect to the purchase and sale of portfolio securities and other financial instruments and shall take such action necessary to implement the same. The Subadviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Portfolio, provided that the Subadviser shall not be responsible for Portfolio accounting. Unless the Adviser gives the Subadviser written instructions to the contrary, the Subadviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio. |
| b. | To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time, the Subadviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Subadviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, as amended, may pay a commission on transactions in excess of the amount of commission anotherbroker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Adviser may cause the Subadviser to effect transactions in portfolio securities and other financial instruments through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. |
| c. | In connection with the placement of orders for the execution of the portfolio transactions of the Portfolio, the Subadviser shall create and maintain all necessary records pertaining to the purchase and sale of securities and other financial instruments by the Subadviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the SEC, the Trust, the Adviser or any person retained by the Trust at all reasonable times. The Subadviser will furnish copies of such records to the Adviser or the Trust within a reasonable time after receipt of a request from either the Adviser or the Trust. Where applicable, such records shall be maintained by the Subadviser for the periods and in the places required by Rule31a-2 under the 1940 Act. |
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| d. | In accordance with Rule206(4)-7 under the Advisers Act, the Subadviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and any rules thereunder by the Subadviser and its supervised persons. Further, the Subadviser reviews, at least annually, its written policies and procedures and the effectiveness of their implementation. |
| i. | Comply with the Adviser’s written compliance policies and procedures pursuant to Rule38a-1 under the 1940 Act; |
| ii. | Promptly provide to the Adviser copies of its annual compliance review report (or a summary of the process and findings), as well as copies of its annualSOC-1 report; |
| iii. | Notify the Adviser promptly of any examination, inquiry for cause, investigation, institution of a proceeding or similar action from the SEC or other regulators or Self-Regulatory Organization (“SRO”) relating directly or indirectly to the Subadviser’s asset management business; and |
| iv. | Notify the Adviser promptly of any material compliance matters (as defined in Rule38a-1 under the 1940 Act) and actions taken in response to issues or items raised by the SEC, SRO or other regulators. |
| f. | The Subadviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Trust or the Adviser. |
| g. | The Subadviser shall bear its expenses of providing services pursuant to this Agreement, but shall not be obligated to pay any expenses of the Adviser, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Portfolio; and (c) custodian fees and expenses. |
| h. | The Subadviser and the Adviser acknowledge that the Subadviser is not the compliance agent for the Portfolio or for the Adviser, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Subadviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Adviser and any policies adopted by the Trust’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapter M and the diversification requirements of Section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Subadviser shall perform such services based upon its books and records with respect to the Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and records, and upon information and written instructions received from the Trust, the Adviser or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Adviser or the Trust’s administrator. The Subadviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Subadviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Subadviser shall have no responsibility to monitor certain limitations or restrictions for which the Subadviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Adviser. |
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| i. | The Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. |
| j. | The Subadviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Subadviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing. |
| k. | In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Subadviser on a timely basis, the Subadviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Subadviser for each security or other investment/asset in the Portfolio for which market prices are not readily available. |
| l. | The Subadviser will notify the Trust and the Adviser of (i) any assignment of this Agreement or change of control of the Subadviser, as applicable, and (ii) any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Subadviser, in each case prior to or promptly after, such change. The Subadviser agrees to bear all reasonable expenses of the Trust, if any, arising out of any assignment by, or change in control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Subadviser. In the case of an assignment of this Agreement or a change in control of the Subadviser, such expenses are agreed to include reimbursement of reasonable costs associated with preparing, printing and mailing information statements to existing shareholders of the Portfolio. In the case of changes in key personnel, such expenses are agreed to include reimbursement of reasonable costs associated with preparing, printing and mailing any supplements to the prospectus to existing shareholders of the Portfolio if such changes involve personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Subadviser identified in the prospectus or Statement of Additional Information, provided, however, that such reimbursement shall only be required if such information statement or supplement is required solely as a result of Subadviser’s assignment, change of control or change in key personnel. |
| m. | The Subadviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Subadviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Subadviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Subadviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Subadviser believes are desirable, the Subadviser will allocate the securities the Subadviser does buy or sell as part of the combined orders by following the Subadviser’s order allocation procedures. |
| n. | The Subadviser will not consult with any other subadviser of the Trust concerning securities transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder. |
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3. Compensation of the Subadviser. In consideration of services rendered pursuant to this Agreement, the Adviser will pay the Subadviser a fee at the annual rate of the value of the Portfolio’s average daily net assets set forth in Schedule A hereto. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Subadviser, the value of the Portfolio’s net assets shall be computed at the times and in the manner specified in the Trust’s Registration Statement.
4. Activities of the Subadviser. The services of the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others and to engage in other activities, so long as the services rendered hereunder are not impaired.
The Subadviser shall be subject to a written code of ethics adopted by it that conforms to the requirements of Rule17j-1(b) of the 1940 Act, and shall not be subject to any other code of ethics, including the Adviser’s code of ethics, unless specifically adopted by the Subadviser.
5. Use of Names. The Subadviser hereby consents to the Portfolio being named the Loomis Sayles Growth Portfolio. The Adviser shall not use the name “Loomis Sayles” and any of the other names of the Subadviser or its affiliated companies and any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Subadviser or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in any manner not approved prior thereto by the Subadviser; provided, however, that the Subadviser shall approve all uses of its name and that of its affiliates which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided, further, that in no event shall such approval be unreasonably withheld. The Subadviser shall not use the name of the Trust, the Adviser or any of their affiliates in any material relating to the Subadviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its or the Trust’s name which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC or a state securities commission; and, provided, further, that in no event shall such approval be unreasonably withheld.
The Adviser recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name “Loomis Sayles” or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with such other entities.
Upon termination of this Agreement for any reason, the Adviser shall within 30 days cause the Portfolio and the Trust to cease all use of the name and mark “Loomis Sayles.”
6. Liability and Indemnification.
| a. | Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment or mistake of law by the Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Subadviser for, and the Subadviser shall indemnify and hold harmless the Trust, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard |
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| or gross negligence of the Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Subadviser Indemnitees (as defined below) for use therein. |
| b. | Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder, (ii) any failure by the Adviser to properly notify the Subadviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Subadviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by a Subadviser Indemnitee for use therein. |
7. Limitation of Trust’s Liability. The Subadviser acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in its Agreement and Declaration of Trust. The Subadviser agrees that any of the Trust’s obligations shall be limited to the assets of the Portfolio and that the Subadviser shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any Trustee, officer, employee or agent of the Trust.
8. Renewal, Termination and Amendment. This Agreement shall continue in effect, unless sooner terminated as hereinafter provided, for a period of two years and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance as to the Portfolio is specifically approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Portfolio or by vote of a majority of the Trust’s Board of Trustees; and further provided that such continuance is also approved annually by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated as to the Portfolio at any time, without payment of any penalty, by the Trust’s Board of Trustees, by the Adviser, or by a vote of the majority of the outstanding voting securities of the Portfolio upon 60 days’ prior written notice to the Subadviser, or by the Subadviser upon 90 days’ prior written notice to the Adviser, or upon such shorter notice as may be mutually agreed upon. This Agreement shall terminate automatically and immediately upon termination of the Management Agreement between the Adviser and the Trust. This Agreement shall terminate automatically and immediately in the event of its assignment, except as otherwise provided by any rule of, or action by, the SEC. For purposes of this Agreement, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meaning set forth for such terms in the 1940 Act. This Agreement may be amended by
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written instrument at any time by the Subadviser and the Adviser, subject to approval by the Trust’s Board of Trustees and, if required by applicable SEC rules, regulations, or orders, a vote of a majority of the Portfolio’s outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by any party to this Agreement to the other party or parties shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto except as required by law, rule or regulation. All information disclosed as required by law, rule or regulation shall nonetheless continue to be deemed confidential, unless such information is publicly available.
The Adviser hereby consents to the disclosure to third parties of (i) investment results and other data of the Adviser or the Portfolio in connection with providing composite investment results of the Subadviser and (ii) investments and transactions of the Adviser or the Portfolio in connection with providing composite information of clients of the Subadviser.
10. Cooperation with Regulatory Authorities. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Custodian. The Portfolio assets shall be maintained in the custody of its custodian. Any assets added to the Portfolio shall be delivered directly to such custodian. The Subadviser shall have no liability for the acts or omissions of any custodian of the Portfolio’s assets. Subject to Section 2(f), the Subadviser shall have no responsibility for the segregation requirement of the 1940 Act or other applicable law other than to notify the custodian of investments that require segregation and appropriate assets for segregation.
13. Notices. All notices hereunder shall be provided in writing, by facsimile or bye-mail. Notices shall be deemed given if delivered in person or by messenger, certified mail with return receipt, or by a reputable overnight delivery service that provides evidence of receipt to the parties; upon receipt if sent by facsimile; or upon read receipt or reply if delivered bye-mail, at the following addresses:
| | |
If to Trust: | | Brighthouse Funds Trust I One Financial Center Boston, Massachusetts 02111 Attn: Kristi Slavin kslavin@brighthousefinancial.com(e-mail) |
| |
If to Adviser: | | Brighthouse Investment Advisers, LLC One Financial Center Boston, Massachusetts 02111 Attn: Kristi Slavin kslavin@brighthousefinancial.com(e-mail) |
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If to Subadviser: Notices of capital additions and withdrawals must be sent toehannum@loomissayles.comand cash@loomissayles.com.
| | |
| | Any notice to Loomis Sayles shall be sent to: Loomis, Sayles & Company, L.P. One Financial Center Boston, Massachusetts 02111 Attn: Lauren B. Pitalis Vice President T:617-346-9894 F:617-542-6389 With copies to: Loomis, Sayles & Company, L.P. One Financial Center Boston, Massachusetts 02111 Attn: General Counsel T:800-343-2029 F:617-482-0653 |
14. Information. The Adviser hereby acknowledges that it and the Trustees of the Trust have been provided with all information necessary in connection with the services to be provided by the Subadviser hereunder, including a copy of Part II of the Subadviser’s Form ADV at least 48 hours prior to the Adviser’s execution of this Agreement, and any other information that the Adviser or the Trustees deem necessary.
15. Miscellaneous. This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware and the applicable provisions of the 1940 Act. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.
| | |
BRIGHTHOUSE INVESTMENT ADVISERS, LLC |
| |
By: | | /s/ Kristi Slavin |
| | Kristi Slavin |
| | President |
|
LOOMIS, SAYLES & COMPANY, L.P. |
| |
By: | | /s/ Lauren B. Pitalis |
| | Name: Lauren B. Pitalis |
| | Title: Vice President, Director of Client Intake |
| | Loomis Sayles & Co., L.P. |
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SCHEDULE A
| | |
| | Percentage of average daily net assets: |
| |
Loomis Sayles Growth Portfolio | | 0.265% on all assets |
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