August 21, 2018
VIA ELECTRONIC MAIL
Thomas Conner, Esq.
VedderPrice
1401 I Street N.W., Suite 1100
Washington, D.C. 20005
RE: Brighthouse Life Insurance Company:
Shield Level Select 6-Year Annuity v.3 ("SLS6v.3")
File No. 333-226035
Brighthouse Life Insurance Company of NY:
Shield Level Select 6-Year Annuity v.3 ("SLS6v.3NY")
File No. 333-226036
Dear Mr. Conner:
The staff has reviewed the above-referenced initial registration
statements, which
the Commission received on July 2, 2018. Based on our review, we have the
following
comments. The following comments are based on a review of the SLS6v.3
registration
statement and also apply to the SLS6v.3NY registration statement unless
indicated
otherwise. Page references are to the pages in the marked courtesy copy of the
prospectus
provided to the staff and the EDGAR Part II; and Item references are to the
item numbers
set forth in Form S-3. Capitalized terms have the same meaning as in the
registration
statement.
1. General
Footnote 2 to the "Calculation of Registration Fee" indicates that the
current fees
for the pending filing were offset by the fees previously filed for File No.
333-208664
("Prior Filing"). However, the staff notes that the Prior Filing was granted
effectiveness
on May 2, 2016. Therefore, please explain to the staff how the fees of the
Prior Filing are
considered "unused" and could apply to the current fees of the pending filing.
2. Consistency Issues
For consistency please confirm with the staff the accuracy of and the
basis for the
Thomas Conner, Esq.
VedderPrice
August 21, 2018
Page 2 of 4
disclosure differences in the SLS6v.3NY prospectus as indicated below.
a. Last paragraph under "Withdrawal Provisions" on page 25.
b. The third and last paragraphs under "General Death Benefit
Provisions"
on page 3.
c. The second paragraph under "Option 4 ..." on page 35.
d. The omission of the last sentence under "Conversion" on page 43.
e. The replacing of the term "underwriting requirements" with other
terms in
the paragraph preceding "Joint Owner," in "Annuitant," and in
"Assignment" on page 45.
f. The first sentence under "Suspension of Payments or Transfers"
on page
46.
g. The omission of the last sentence of first paragraph under "The
Insurance
Company" on page 46.
h. The omission of "and life insurance policies" in the first
paragraph of
"The Separate Account" on page 46.
3. Special Terms (page 4)
a. Please revise the definition for ERISA.
b. In the definition of "Free Look" and "Good Order" on page 5,
each term
reflects changes, respectively, to the terms "agent" and "sales
representative" to
the term "financial representative."
Please make sure all such terms have been consistently revised. For
example, in
the two paragraphs under "Distribution of the Contracts" on page 47 and
the first
paragraph under "Additional Compensation for Selected Selling Firms" at
the
bottom of the same page, please confirm whether the term "registered
representative" should be revised.
4. Purchase (page 13)
For consistency with the most recent "Shield" product, please move the
last
paragraph appearing on page 14 into the Summary narrative preceding the table
on page
8 and also add that, for more information about these other contracts,
including
availability, to contact your financial representative.
Thomas Conner, Esq.
VedderPrice
August 21, 2018
Page 3 of 4
5. The Annuity Contract (page 13 of SLS6v.3NY)
The first sentence of the third paragraph on page 14 affirmatively
states that a
Fixed Account is available. Please reconcile with the second sentence and
revise all other
references to the Fixed Account accordingly, e.g., second to last sentence of
the third
paragraph under "Summary" on page 9.
Please also add disclosure that the Fixed Account may not always be available,
as
indicated in the second full sentence in the paragraph preceding "Indices" on
page 17 and
the second to last sentence of the third paragraph under "Transfers" on page
30.
Please also reconcile with the seventh paragraph on page D-1 of Appendix D "The
Fixed
Account."
6. Step Rate (page 17)
Please revise "8%" to "5%" at the end of the second sentence.
7. Federal Tax Considerations (page 35)
Confirm the necessity of "or other applicable law" at the end of the
fourth
paragraph of "Introduction."
8. Abandoned Property Requirements (page 45 of SLS6v.3NY)
Please tailor the disclosure to applicable New York regulations.
9. Independent Registered Public Accounting Firm (page 50) and Information
Incorporated by Reference (page 51)
These sections will be subject to further review upon the filing of the
pre-effective
amendment.
PART II
10. Item 14
Registration Fee should be $0.00 or at least provide an explanation of
how it was
calculated.
11. Item 16 Exhibits
a. Please confirm the accuracy of incorporation by reference for
Exhibit 1(b).
The exhibit appears to have been included in the initial
registration
statement, not the pre-effective amendment incorporated by
reference.
Thomas Conner, Esq.
VedderPrice
August 21, 2018
Page 4 of 4
b. Please provide revised powers of attorney ("POAs") that are
specific to
the filing. There should be some indication in the POAs that the
Board
members were aware of these specific filings.
12. Financial Statements, Exhibits, and Certain Other Information
Any financial statements, exhibits, and any other required disclosure
not included
in this registration statement must be filed by pre-effective amendment to the
registration
statement.
In closing, we remind you that the company and its management are
responsible
for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
*****************************************
Responses to these comments should be made in a letter addressed to me
and in a
pre-effective amendment to the registration statement. If you believe that you
do not need
to change the registration statement in response to a comment, please indicate
that in the
letter and explain your position.
Although we have completed our initial review of the registration
statement, it
will be reviewed further after our comments are resolved. Therefore, we reserve
the right
to comment further on the registration statement and any amendments to it.
After we
have resolved all issues, the registrant and its underwriter must both request
that the
effective date of the registration statement be accelerated.
If you have any questions, you are welcome to call me at (202)
551-6767. Mail or
deliveries should include reference to Mail Stop 8629 and should include all
nine digits
of the following zip code: 20549-8629. My facsimile number is (202) 772-9285.
Sincerely,
/s/ Sonny Oh
Sonny Oh
Senior Counsel
Disclosure Review Office