Filed pursuant to
Rule 424(b)(3)
333-209162
BRIGHTHOUSE LIFE INSURANCE COMPANY
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH ANNUITY CONTRACTS
The Registered Fixed Account Option described in this prospectus is available
only in conjunction with certain group variable annuity contracts (the
"Contracts" and/or "Certificates") issued by Brighthouse Life Insurance Company
(the "Company") and funded by Brighthouse Separate Account QPN for Variable
Annuities ("Separate Account QPN") or Brighthouse Separate Account Eleven for
Variable Annuities ("Separate Account Eleven"). The Company no longer actively
offers the Contracts to new purchasers, however, Contract Owners may be able to
make additional Purchase Payments and enroll new Participants in Plans funded
by the Contract. The Company may, in the future, offer the Registered Fixed
Account Option to additional contracts funded through other separate accounts.
The specific features of the Contract and the Separate Account are disclosed in
greater detail in the Contract prospectus. WHERE PERMITTED BY STATE LAW, WE
RESERVE THE RIGHT UNDER BRIGHTHOUSE RETIREMENT ACCOUNT CONTRACTS (WITH 30 DAYS
ADVANCE WRITTEN NOTICE) AND GOLD TRACK SELECT CONTRACTS TO RESTRICT PURCHASE
PAYMENTS INTO THE REGISTERED FIXED ACCOUNT OPTION OR TO MAKE TRANSFERS FROM THE
SEPARATE ACCOUNT OPTIONS INTO THE REGISTERED FIXED ACCOUNT OPTION WHENEVER THE
CREDITED INTEREST RATE IS EQUAL TO THE MINIMUM GUARANTEED INTEREST RATE
SPECIFIED IN YOUR CONTRACT. WE WILL PROVIDE ADVANCE WRITTEN NOTICE IF THIS
RESTRICTION IS SUBSEQUENTLY LIFTED.
The group annuity Contracts may be issued to Contract Owners on an unallocated
or allocated basis. Under an unallocated Contract, Cash Value records are kept
for a plan or group as a whole. Under an allocated Contract, Cash Value records
are kept for You as an individual.
This prospectus explains:
o the Registered Fixed Account Option
o Brighthouse Life Insurance Company -- RISK (SEE PAGE 6)
o the interest rates
o transfers to and from the Registered Fixed Account Option
o surrenders
o Market Value Adjustment
o other aspects of the Registered Fixed Account Option
Your Contract is issued by the Company which is located at 11225 North
Community House Road, Charlotte, NC 28277. Telephone Number, 1-800-842-9406.
Brighthouse Securities, LLC, 11225 North Community House Road, Charlotte, NC
28277, is the principal underwriter and distributor of the Contracts.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OF ANY BANK,
AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
PROSPECTUS DATED MAY 1, 2015 AS REVISED AND REPRINTED MAY 1, 2017
TABLE OF CONTENTS
PAGE
-----
Special Terms............................................... 3
Summary..................................................... 5
When a Market Value Adjustment and Surrender charges
Apply -- General.......................................... 6
The Insurance Company -- Risk............................... 6
The Annuity Contract and Your Retirement Plan............... 7
Section 403(b) Plan Terminations.......................... 7
Other Plan Terminations................................... 8
The Registered Fixed Account Option......................... 8
The Accumulation Period................................... 8
Purchase Payments......................................... 8
Purchase Payments -- Section 403(b) Plans................. 8
Declared Interest Rates of the Initial and Subsequent
Renewal Periods......................................... 9
Cash Values............................................... 9
Surrenders.................................................. 9
General................................................... 9
Payment of Full or Partial Surrenders..................... 10
Contract Termination...................................... 10
Market Value Adjustment................................... 10
Loans..................................................... 13
Annuity Period............................................ 13
Restrictions on Financial Transactions.................... 14
PAGE
-----
Misstatement.............................................. 14
Transfers................................................... 14
Transfers from the Registered Fixed Account Option........ 14
Transfers to the Registered Fixed Account Option.......... 15
Brighthouse Retirement Account Contracts.................. 15
Gold Track, Gold Track Select, Unallocated Group
Variable Annuity and Brighthouse Retirement
Perspectives Contracts.................................. 15
Investments by the Company.................................. 15
Annual Statement............................................ 15
Amendment of the Contracts.................................. 16
Distribution of the Contracts............................... 16
Federal Tax Considerations.................................. 17
Taxation of the Company................................... 17
Information Regarding the Contracts....................... 18
Abandoned Property Requirements............................. 18
Information Incorporated by Reference....................... 18
Experts..................................................... 18
Independent Registered Public Accounting Firm............. 19
Appendix A: What You Need To Know If You Are A Texas
Optional Retirement Program Participant................... A-1
2
SPECIAL TERMS
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In this prospectus, the following terms have the indicated meanings:
ACCUMULATION PERIOD -- The period before the commencement of Annuity Payments.
ANNUITANT -- A person on whose life the Maturity Date depends and Annuity
Payments are made.
ANNUITY PAYMENTS -- A series of periodic payments (a) for life; (b) for life
with a minimum number of payments; (c) for the joint lifetime of the Annuitant
and another person, and thereafter during the lifetime of the survivor; or (d)
for a fixed period.
ANNUITY PERIOD -- The period during which Annuity Payments are made.
BENEFICIARY (IES) -- The person(s) or trustee designated to receive any
remaining contractual benefits in the event of a Participant's, Annuitant's or
Contract Owner's death, as applicable.
CASH SURRENDER VALUE -- The Cash Value less any amounts deducted upon a
withdrawal or surrender, outstanding loans, if available under the Contract,
any applicable Premium Taxes or other surrender charges not previously
deducted.
CASH VALUE -- The value of the accumulation units in Your account (or a
Participant's Individual Account, if applicable) less any reductions for
administrative charges.
CODE -- The Internal Revenue Code of 1986, as amended, and all related laws and
regulations, which are in effect during the term of this Contract.
COMPANY (WE, US, OUR) -- Brighthouse Life Insurance Company.
COMPETING FUND -- Any investment option under the Plan, which in Our opinion,
consists primarily of fixed income securities and/or money market instruments.
CONTRACT(S) -- Gold Track variable annuity, Gold Track Select variable annuity,
Brighthouse Retirement Account variable annuity, Brighthouse Retirement
Perspectives variable annuity, Unregistered Gold Track variable annuity, Gold
Track VSP variable annuity and Brighthouse Retirement Perspectives VSP,
Unallocated Group Variable Annuity.
CONTRACT DATE -- The date on which the Contract is issued. For certain group
Contracts, it is the date on which the Contract becomes effective, as shown on
the specifications page of the Contract.
CONTRACT OWNER -- The person named in the Contract (on the specifications page
which may be the Participant if so authorized). For certain group Contracts,
the Contract Owner is the trustee or other entity which owns the Contract. Any
reference in this prospectus to the Contract includes the underlying
certificate. Certificates are issued to Participants under group allocated
Contracts.
CONTRACT YEAR -- A continuous twelve -month period beginning on the Contract
Date and each anniversary thereof. Contract Year also means certificate year.
DECLARED INTEREST RATE(S) -- One or more rates of interest which may be
declared by the Company. Such rates will never be less than the Guaranteed
Interest Rate stated in the Contract and may apply to some or all of the values
under the Registered Fixed Account Option for periods of time determined by the
Company.
ERISA -- The Employee Retirement Income Security Act of 1974, as amended, and
all related laws and regulations which are in effect during the term of this
Contract.
GENERAL ACCOUNT -- Comprised of the Company's assets, other than assets in its
Separate Account and any other separate accounts it may maintain.
GUARANTEE PERIOD -- The period during which a Guaranteed Interest Rate is
credited.
GUARANTEED INTEREST RATE -- The annual effective interest rate credited during
the Guarantee Period.
HOME OFFICE -- The principal executive offices of Brighthouse Life Insurance
Company located at 11225 North Community House Road, Charlotte, NC 28277. The
office that administers Your Contract is located at 4700 Westown Parkway, Ste.
200, West Des Moines, Iowa 50266.
MARKET ADJUSTED VALUE -- The value of funds held in the Registered Fixed
Account Option increased or decreased by the Market Value Adjustment.
3
MARKET VALUE ADJUSTMENT -- The Market Value Adjustment reflects the
relationship, at the time of surrender, between the rate of interest credited
to funds on deposit under the Registered Fixed Account Option at the time of
discontinuance to the rate of interest credited on new deposits at the time of
discontinuance.
MATURITY DATE -- The date on which the Annuity Payments are to begin.
PARTICIPANT -- An eligible person who is a member in a tax qualified Plan under
Sections 401, 403(b) or 457 of the Code, or a nonqualified deferred
compensation Plan.
PARTICIPANT'S INDIVIDUAL ACCOUNT -- An account to which amounts are credited to
a Participant or Beneficiary under the Contract.
PLAN -- The Plan or the arrangement used in a retirement plan or program
whereby the Purchase Payments and any gains are intended to qualify under
Sections 401, 403(b) or 457 of the Code.
PLAN ADMINISTRATOR -- The corporation or other entity so specified on the
application or purchase order. If none is specified, the Plan Trustee is the
Plan Administrator.
PLAN TERMINATION -- Termination of Your Plan, including partial Plan
Termination, as determined by Us.
PLAN TRUSTEE -- The trustee specified in the Contract specifications.
PREMIUM TAX -- The amount of tax, if any, charged by the state or municipality.
Generally, We will deduct any applicable Premium Tax from the Cash Value either
upon surrender, annuitization, death, or at the time a Purchase Payment is
made, but no earlier than when We have the liability under state law.
PURCHASE PAYMENTS -- The premium payments applied to the Contract.
SEPARATE ACCOUNT -- Brighthouse Separate Account QPN for Variable Annuities
("Separate Account QPN") or Brighthouse Separate Account Eleven for Variable
Annuities ("Separate Account Eleven").
SEPARATE ACCOUNT OPTION -- A funding option available under Your Contract, the
value of which varies with the investment experience of the underlying mutual
fund.
WRITTEN REQUEST -- Written instructions or information sent to Us in a form and
content satisfactory to Us and received in good order at Our Home Office.
YOU, YOUR -- In this prospectus, depending on the context, "You" is the owner
of the Contract or the Participant or Annuitant for whom money is invested
under certain group arrangements. In cases where We are referring to giving
instructions or making payments to Us for qualified Contracts or Contracts used
in connection with non-qualified deferred compensation plans or qualified
excess benefit arrangements, "You" means the trustee or employer. Under certain
group arrangements where the Participant or Annuitant is permitted to choose
among Separate Account Options, "You" means the Participant or Annuitant who is
giving Us instructions about the Separate Account Options. In connection with a
Plan Termination, as of the date of the Contract or cash distribution under
such Plan Termination, "You" means the Participant who has received such
Contract or cash distribution.
4
SUMMARY
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This prospectus describes the Registered Fixed Account Option available as a
companion Contract with variable annuity contracts registered with the
Securities and Exchange Commission ("SEC") of Separate Account Eleven (Gold
Track, Gold Track Select and Brighthouse Retirement Account Contracts), and
Separate Account QPN (Brighthouse Retirement Perspectives, Unregistered Gold
Track, Gold Track VSP and Brighthouse Retirement Perspectives VSP (hereinafter
referred to as Brighthouse Retirement Perspectives) and Unallocated Group
Variable Annuity Contracts). The Contracts are used with:
o qualified pension and profit-sharing Plans
o tax-deferred annuity Plans (for public school teachers and employees
and employees of certain other tax-exempt and qualifying employers)
o deferred compensation Plans of state and local governments and
nonqualified deferred compensation plans
o individual retirement accounts
Brighthouse Life Insurance Company ("We" or the "Company") issues the
Contracts. Purchase Payments made under the Contracts and directed to the
Registered Fixed Account Option become a part of the Company's General Account.
Purchase Payments may also be allocated to one or more Separate Account
Options. The variable annuity contract and underlying mutual funds are
described in separate prospectuses. Please read all prospectuses carefully.
During the Accumulation Period, the Registered Fixed Account Option provides
for Purchase Payments to be credited with an initial interest rate which is
guaranteed for a 12-month period. We guarantee that the initial credited
interest rate will never be less than the minimum interest rate permitted under
state law. The initial interest rate will be declared quarterly for Gold Track
and Gold Track Select Contracts issued in connection with Plans established
under Section 401, Section 457, and certain Plans established under Section
403(b) of the Code. The initial interest rate will be declared quarterly for
the Brighthouse Retirement Perspectives and Unallocated Group Variable Annuity
Contracts issued in connection with Plans established under Section 401 of the
Code. The initial interest rate will be declared monthly for all Brighthouse
Retirement Account Contracts and for Gold Track Contracts issued in connection
with combination Plans established pursuant to Sections 403(b)/401 and certain
Contracts issued in connection with Section 403(b) Plans.
At the end of the Guarantee Period, a renewal interest rate will be determined
by the Company. We guarantee that the renewal interest rate will never be less
than the minimum interest rate permitted under state law. At the end of the
initial Guarantee Period, the first renewal rate will be guaranteed to the end
of the calendar year. The second and all subsequent renewal rates will be
declared each January 1 thereafter, and will be guaranteed through December 31
of that year. The rates of interest credited will affect a contract or
account's Cash Value. (See "Cash Values".) Such rates may also be used to
determine amounts payable upon termination of the contracts. (See "Surrenders
-- Contract Termination".)
In the future, the Company may decide to offer the Registered Fixed Account
Option with guaranteed rates that are declared on a calendar quarter basis and
applied to all Purchase Payments for the remainder of the calendar quarter. At
the end of such calendar quarter, the Company will declare a new guarantee rate
that will be applied to all new Purchase Payments allocated to the Registered
Fixed Account Option for the following calendar quarter, as well as Purchase
Payments that were previously applied to the Registered Fixed Account Option.
Generally, the Company intends to invest assets directed to the Registered
Fixed Account Option in investment-grade securities. The Company has no
specific formula for determining the initial interest rates or renewal interest
rates. However, such a determination will generally reflect interest rates
available on the types of debt instruments in which the Company intends to
invest the amounts directed to the Registered Fixed Account Option. In
addition, the Company's management may also consider various other factors in
determining these rates for a given period, including regulatory and tax
requirements; sales commission and administrative expenses borne by the
Company; general economic trends; and competitive factors. (See "Investments by
the Company".)
The Contract Owner or Participant, if so authorized, may, during the
Accumulation Period, direct all or a portion of a Contract or account's Cash
Value under the Registered Fixed Account Option to one or more of the
investment options of the Separate Account. No surrender charges will be
deducted on such transfers. However, there are restrictions which may limit the
amount that may be so directed and transfers may be deferred in certain cases.
(See "Transfers from the Registered Fixed Account Option".)
5
Distributions and transfers from the Registered Fixed Account Option are made
on a last-in, first-out basis. We will determine the Cash Surrender Value as of
the next valuation date after We receive a Written Request at Our Home Office.
We reserve the right to defer payment of the Registered Fixed Account Option
for up to six months from the date We receive the Written Request. If a payment
is deferred for more than 30 days after We receive the request, We will pay a
minimum interest rate on the amount.
WHEN A MARKET VALUE ADJUSTMENT AND SURRENDER CHARGES APPLY -- GENERAL
--------------------------------------------------------------------------------
If Your Contract Value is subject to both a Market Value Adjustment and a
surrender charge, the Market Value Adjustment will be applied first. A
surrender charge will generally apply if You make a partial or full surrender
of Your Contract. If You make a transfer from Your Contract to the Separate
Account Options, Your transfer will not be subject to a surrender charge.
Transfers from Your Contract to Competing Funds are prohibited. (See
"Surrenders".) A Market Value Adjustment only applies to Contract
discontinuations.
THE INSURANCE COMPANY -- RISK
--------------------------------------------------------------------------------
Brighthouse Life Insurance Company is a stock life insurance company originally
chartered in Connecticut in 1863 and currently subject to the laws of the State
of Delaware. The Company was previously known as MetLife Insurance Company of
Connecticut but changed its name to MetLife Insurance Company USA when it
changed its state of domicile from Connecticut to Delaware on November 14,
2014. We changed our name to Brighthouse Life Insurance Company on March 6,
2017. The Company is licensed to conduct business in all states of the United
States, except New York, and in the District of Columbia, Puerto Rico, Guam,
the U.S. and British Virgin Islands and the Bahamas. The Company is a
subsidiary of, and controlled by, MetLife, Inc., a publicly-traded company (see
"Planned Separation from MetLife, Inc." below). MetLife, Inc., through its
subsidiaries and affiliates, is a leading provider of insurance and financial
services to individuals and institutional customers.
PLANNED SEPARATION FROM METLIFE, INC.
In January 2016, MetLife, Inc. announced its plan to pursue the separation of a
substantial portion of its U.S. retail business. In preparation for the planned
separation, in August 2016 MetLife, Inc. formed a new, wholly-owned Delaware
holding company, Brighthouse Financial, Inc. (Brighthouse Financial), which
filed a registration statement on Form 10 (the Form 10) with the SEC in October
2016, as amended in December 2016, reflecting MetLife Inc.'s current initiative
to conduct the separation in the form of a spin-off.
To effect the separation, first, MetLife Inc. expects to undertake the
restructuring described in more detail in the Form 10. The restructuring would
result in future Brighthouse Financial subsidiaries, including the Company,
being wholly-owned subsidiaries of Brighthouse Financial. Following the
restructuring, MetLife, Inc. would distribute at least 80.1% of Brighthouse
Financial's common stock to MetLife, Inc.'s shareholders (the Distribution),
and Brighthouse Financial would become a separate, publicly traded company. The
separation remains subject to certain conditions including, among others,
obtaining final approval from the MetLife, Inc. board of directors, receipt of
a favorable IRS ruling and an opinion from MetLife Inc.'s tax advisor regarding
certain U.S. federal income tax matters, receipt of the approval of state
insurance and other regulatory authorities and an SEC declaration of the
effectiveness of the Form 10.
Following the Distribution, if it occurs, the Company will be a wholly-owned
subsidiary of, and ultimately controlled by, Brighthouse Financial. MetLife,
Inc. currently plans to dispose of its remaining shares of Brighthouse
Financial common stock as soon as practicable following the Distribution, but
in no event later than five years after the Distribution. For more information
about Brighthouse Financial and the Distribution, please see the most recent
amendment to Brighthouse Financial's Form 10 (SEC File No. 001-37905),
available via the SEC's EDGAR system on its website at
https://www.sec.gov/edgar/searchedgar/companysearch.html.
No assurances can be given regarding the final form the Distribution (or any
alternative separation transaction) may take or the specific terms thereof, or
that the Distribution (or any other form of separation) will in fact occur.
However, any separation transaction will not affect the terms or conditions of
your variable Contract. The Company will remain fully responsible for its
contractual obligations to variable Contract owners, and you should carefully
consider the potential impact of any separation transaction that may occur on
the Company's financial strength and claims-paying ability.
6
Benefit amounts are paid from Our General Account and are subject to the
financial strength and claims paying ability of the Company and Our long term
ability to make such payments and are not guaranteed by Our parent company,
MetLife, Inc., or by any other party. We issue other Annuity contracts and life
insurance policies where We pay all money We owe under those contracts and
policies from Our General Account. The Company's General Account is not
segregated or insulated from the claims of the Company's creditors. The General
Account consists of securities and other investments that may decline in value
during periods of adverse market conditions. We are regulated as an insurance
company under state law, which includes, generally, limits on the amount and
type of investments in its General Account. However, there is no guarantee that
We will be able to meet Our claims paying obligations; there are risks to
purchasing any insurance product. The Company's financial statements include a
further discussion of risks inherent within the Company's General Account
investments. (See "Information Incorporated by Reference"). You may surrender
Your Contract at any time, but the Cash Value may be subject to a surrender
charge and/or a Market Value Adjustment calculation that may increase or
decrease the amount payable upon surrender.
The Company's Home Office is located at 11225 North Community House Road,
Charlotte, NC 28277. The office that administers Your Contract is located at
4700 Westown Parkway, Ste. 200, West Des Moines, Iowa 50266.
WHERE PERMITTED BY STATE LAW, WE RESERVE THE RIGHT UNDER BRIGHTHOUSE RETIREMENT
ACCOUNT CONTRACTS (WITH 30 DAYS ADVANCE WRITTEN NOTICE) AND GOLD TRACK SELECT
CONTRACTS TO RESTRICT PURCHASE PAYMENTS INTO THE REGISTERED FIXED ACCOUNT
OPTION OR TO MAKE TRANSFERS FROM THE SEPARATE ACCOUNT OPTIONS INTO THE
REGISTERED FIXED ACCOUNT OPTION WHENEVER THE CREDITED INTEREST RATE IS EQUAL TO
THE MINIMUM GUARANTEED INTEREST RATE SPECIFIED IN YOUR CONTRACT. YOU SHOULD
CONSIDER HOW SIGNIFICANT THE ABILITY TO MAKE ALLOCATIONS OR TRANSFERS TO THE
REGISTERED FIXED ACCOUNT OPTION IS FOR YOUR LONG TERM INVESTMENT PLANS, BECAUSE
THE REGISTERED FIXED ACCOUNT OPTION MAY NOT BE AVAILABLE AT ALL TIMES.
THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN
--------------------------------------------------------------------------------
If You participate through a retirement Plan or other group arrangement, the
Contract may provide that all or some of Your rights or choices as described in
this prospectus are subject to the Plan's terms. For example, limitations on
Your rights may apply to Purchase Payments, withdrawals, transfers, loans, the
death benefit and pay-out options.
The Contract may provide that a Plan administrative fee will be paid by making
a withdrawal from the Contract/Certificate Cash Value. Also, the Contract may
require that You or Your Beneficiary obtain a signed authorization from Your
employer or Plan Administrator to exercise certain rights. We may rely on Your
employer's or Plan Administrator's statements to Us as to the terms of the Plan
or Your entitlement to any amounts. We are not a party to Your employer's
retirement Plan. We will not be responsible for determining what Your Plan
says. You should consult the Contract and Plan document to see how You may be
affected. If You are a Texas Optional Retirement Program Participant, please
see Appendix A for specific information which applies to You.
SECTION 403(B) PLAN TERMINATIONS
Upon a Section 403(b) plan termination, Your employer is required to distribute
Your Plan benefits under the Contract to You. Your employer may permit You to
receive Your distribution of Your 403(b) plan benefit in cash or in the form of
the Contract.
If You elect to receive your full distribution in cash, the distribution is a
withdrawal under the Contract and any amounts withdrawn are subject to a Market
Value Adjustment and any applicable surrender charges. Outstanding loans, if
available, will be satisfied (paid) from Your cash benefit prior to its
distribution to You. In addition, Your cash distributions are subject to
withholding, ordinary income tax and applicable federal income tax penalties.
(See "Federal Tax Considerations.") If Your employer chooses to distribute cash
as the default option, Your employer may not give You the opportunity to
instruct the Company to make, at a minimum, a direct transfer to another
funding option or annuity contract issued by Us or one of Our affiliates which
may avoid a surrender charge. In that case, You will receive the net cash
distribution, less any applicable Market Value Adjustment, surrender charge and
withholding.
If You receive the distribution in the form of the Contract, We will continue
to administer the Contract according to its terms. However in that case, You
may not make any additional Purchase Payments or take any loans. In addition
the Company will rely on You to provide certain information that would
otherwise be provided to the Company by the employer or Plan Administrator. The
employer may choose distribution of the Contract as the default option. The
employer may not choose distribution of a Contract as a default option when
that Contract is an investment vehicle for a Section 403(b) ERISA plan.
7
OTHER PLAN TERMINATIONS
Upon termination of a retirement plan that is not a Section 403(b) plan, Your
employer is generally required to distribute Your Plan benefits under the
Contract to You.
This distribution is in cash. The distribution is a withdrawal under the
Contract and any amounts withdrawn are subject to a Market Value Adjustment and
any applicable surrender charges. Outstanding loans, if available, will be
satisfied (paid) from Your cash benefit prior to its distribution to You. In
addition, Your cash distributions are subject to withholding, ordinary income
tax and applicable federal income tax penalties. (See "Federal Tax
Considerations.") Surrender charges will be waived if the net distribution is
made under the exceptions listed in the "Surrenders" section of the prospectus.
However, Your employer may not give You the opportunity to instruct the Company
to make, at a minimum, a direct transfer to another funding option or annuity
contract issued by Us or one of Our affiliates which may avoid a surrender
charge. In that case, You will receive the net cash distribution, less any
applicable Market Value Adjustment, surrender charge and withholding.
THE REGISTERED FIXED ACCOUNT OPTION
--------------------------------------------------------------------------------
The Registered Fixed Account Option is available only in conjunction with the
purchase of a variable annuity Contract issued by the Company. The Contracts
are available as individual or group Contracts. Participants under the Gold
Track, Gold Track Select and Brighthouse Retirement Account are issued
Certificates summarizing the provisions of the group Contract. Participants
under Unallocated Group Variable Annuity and Brighthouse Retirement
Perspectives are not issued Certificates. For convenience, We refer to both
individual Contract Owners and Participants as Contract Owners. WHERE PERMITTED
BY STATE LAW, WE RESERVE THE RIGHT TO RESTRICT PURCHASE PAYMENTS INTO THE
REGISTERED FIXED ACCOUNT OPTION UNDER YOUR BRIGHTHOUSE RETIREMENT ACCOUNT
CONTRACT (WITH 30 DAYS ADVANCE WRITTEN NOTICE) AND GOLD TRACK SELECT CONTRACTS
OR TO MAKE TRANSFERS FROM THE SEPARATE ACCOUNT OPTIONS INTO THE REGISTERED
FIXED ACCOUNT OPTION WHENEVER THE CREDITED INTEREST RATE IS EQUAL TO THE
MINIMUM GUARANTEED INTEREST RATE SPECIFIED UNDER YOUR CONTRACT. We will provide
advance written notice if this restriction is subsequently lifted.
THE ACCUMULATION PERIOD
PURCHASE PAYMENTS
During the Accumulation Period, all or a portion of Purchase Payments (less any
Premium Taxes), may be allocated to the Registered Fixed Account Option. We may
refuse to accept total Purchase Payments over $3,000,000.
We accept Purchase Payments made by check or cashier's check. We do not accept
cash, money orders or traveler's checks. We reserve the right to refuse
Purchase Payments made via a personal check in excess of $100,000. Purchase
Payments over $100,000 may be accepted in other forms, including but not
limited to, EFT/wire transfers, certified checks, corporate checks, and checks
written on financial institutions. The form in which We receive a Purchase
Payment may determine how soon subsequent disbursement requests may be
fulfilled.
PURCHASE PAYMENTS -- SECTION 403(B) PLANS
The Internal Revenue Service ("IRS") announced regulations affecting Section
403(b) Plans and arrangements which are generally effective January 1, 2009. As
part of these regulations, employers need to meet certain requirements in order
for their employees' annuity contracts that fund these programs to retain a tax
deferred status under Section 403(b). Prior to the new rules, transfers of one
annuity contract to another would not result in a loss of tax deferred status
under Section 403(b) under certain conditions (so-called "90-24 transfers").
The new regulations have the following effect regarding transfers: (1) a newly
issued contract funded by a transfer which is completed after September 24,
2007, is subject to the employer requirements referred to above; (2) additional
Purchase Payments made after September 24, 2007, to a contract that was funded
by a 90-24 transfer on or before September 24, 2007, may subject the contract
to this employer requirement.
In consideration of these regulations, We have determined to only make
available the Contract/Certificate for purchase (including transfers) where
Your employer currently permits salary reduction contributions to be made to
the Contract/Certificate.
8
If Your Contract/Certificate was issued previously as a result of a 90-24
transfer completed on or before September 24, 2007, and You have never made
salary reduction contributions into Your Contract/Certificate, We urge You to
consult with Your tax adviser prior to making additional Purchase Payments.
DECLARED INTEREST RATES OF THE INITIAL AND SUBSEQUENT RENEWAL PERIODS
The Registered Fixed Account Option guarantees an initial interest rate which
is guaranteed for a 12-month period. For the following Contracts We will
declare initial interest rates quarterly:
o Gold Track Select Contracts issued in connection with a Plan
established under Sections 401, 457 or 403(b) of the Code
o Unallocated Group Variable Annuity and Brighthouse Retirement
Perspectives Contracts issued in connection with a Plan established
under Section 401 of the Code
o Gold Track Contracts for Plans established under Sections 401, 457 of
the Code
For the following Contracts, We will declare initial interest rates monthly:
o Brighthouse Retirement Account Contracts
o Gold Track Contracts issued in connection with a Plan established under
Section 403(b) or combination contracts under Sections 403(b)/401
At the end of the 12-month Guarantee Period, a renewal interest rate will be
determined. The rate will never be less than the minimum interest rate
permitted under state law (The minimum interest rate depends on the date Your
Contract is issued but will not be less than 1%). At the end of the initial
Guarantee Period, the first renewal rate will be guaranteed to the end of that
calendar year. The second and all subsequent renewal rates will be declared
each subsequent January 1 thereafter and will be guaranteed through December 31
of that year.
In the future, the Company may decide to offer the Registered Fixed Account
Option with guaranteed rates that are declared on a calendar quarter basis and
applied to all Purchase Payments for the remainder of the calendar quarter. At
the end of such quarter and all subsequent calendar quarters, the Company will
declare a new guarantee rate that will be applied to all new Purchase Payments
allocated to the Registered Fixed Account Option for the following calendar
quarter, as well as Purchase Payments that were previously applied to the
Registered Fixed Account Option.
The Company has no specific formula for determining the rate(s) of interest
that it will declare. Generally, the rates We determine will reflect interest
rates available on the types of debt instruments in which We intend to invest
the amounts directed to the Registered Fixed Account Option (See "Investments
by the Company".) In addition, the Company's management may also consider
various other factors in determining interest rates for a given period,
including regulatory and tax requirements; sales commission and administrative
expenses borne by the Company; general economic trends; and competitive
factors. THE COMPANY'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO ANY
DECLARED INTEREST RATES AND ANY INTEREST IN EXCESS OF THE MINIMUM INTEREST RATE
ALLOWED UNDER STATE LAW. THE COMPANY CANNOT PREDICT NOR GUARANTEE THE RATES OF
ANY FUTURE DECLARED INTEREST IN EXCESS OF THE MINIMUM RATE.
CASH VALUES
We will credit amounts held under the Registered Fixed Account Option with
interest. The minimum Guaranteed Interest Rate will never be lower than the
minimum rate permitted under state law (The minimum interest rate depends on
the date Your Contract is issued but will not be less than 1%). Interest is
credited daily. Purchase Payments (other than the initial Purchase Payment) are
allocated to the Registered Fixed Account Option as of the close of the
business day on which We receive the Purchase Payment at the Home Office.
Therefore, Purchase Payments begin earning interest the day after We receive
the Purchase Payment in good order.
SURRENDERS
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GENERAL
Subject to the termination provisions described below, the Contract Owner may
request a full or partial surrender of Cash Values at any time from the
Registered Fixed Account Option.
9
We may withhold payment of Cash Surrender Value or a Participant's loan
proceeds if any portion of those proceeds would be derived from a Contract
Owner's check that has not yet cleared (i.e., that could still be dishonored by
Your banking institution). We may use telephone, fax, internet or other means
of communication to verify that payment from the Contract Owner's check has
been or will be collected. We will not delay payment longer than necessary for
Us to verify that payment has been or will be collected. Contract Owners may
avoid the possibility of delay in the disbursement of proceeds coming from a
check that has not yet cleared by providing Us with a certified check.
PAYMENT OF FULL OR PARTIAL SURRENDERS
In the event of a partial surrender from the Registered Fixed Account Option,
We will pay the requested value less any applicable surrender charges. All
partial surrenders will be made on a last-in, first-out basis. If an allocated
account is surrendered for reasons other than Contract termination, We will pay
the Cash Value, less any outstanding loan surrenders not previously deducted,
less any Premium Tax, the administrative charge, and any surrender charges, as
applicable. PLEASE CONSULT THE ACCOMPANYING VARIABLE ANNUITY CONTRACT
PROSPECTUS FOR ANY APPLICABLE SURRENDER CHARGES.
CONTRACT TERMINATION
If the Contract is discontinued, no further Purchase Payments or transfers will
be allowed. The Market Value Adjustment will be applied to the Cash Value in
the Registered Fixed Account Option 30 days before the date of discontinuance.
Under the terms of the Contract We reserve the right to terminate when a
Participant's Individual Account is less than an amount stated in Your Contract
and Purchase Payments have not been made for at least two years.
If the Contract is discontinued because of Plan Termination due to the
dissolution or liquidation of the employer under US Code Title 11 procedures,
the Cash Surrender Value will be distributed directly to the employees entitled
to share in such distributions pursuant to the Plan. Distribution may be in the
form of cash payments, annuity options or deferred annuities. This provision
does not apply to Plans established under Section 457 of the Code.
We will not terminate the Contract that includes a guaranteed death benefit if
at the time the termination would otherwise occur the guaranteed amount under
any death benefit is greater than the Cash Value. For all other Contracts, We
reserve the right to exercise this termination provision, subject to obtaining
any required regulatory approvals. We will not exercise this provision, under
Contracts issued in New York.However, if You are the Participant and the Plan
determines to terminate the Contract at a time when You (the Participant) have
a guaranteed amount under any death benefit that is greater than the Cash
Value, You (the Participant) forfeit any guaranteed death benefit You (the
Participant) have accrued under the death benefit upon termination of the
Contract.
MARKET VALUE ADJUSTMENT
The following discussion of Market Adjusted Values applies only to Contract
Owners who are not Participants. If You are a Participant, contact Your Plan
trustee or Your employer regarding how the Market Value Adjustment will affect
You if the Contract is terminated.
If the Contract Owner requests a full surrender of the Contract or of all
Contract values held in the Registered Fixed Account Option for reasons other
than discussed in paragraphs 2 and 3 under "Contract Termination", or if the
Company discontinues the Contract (in all states other than New York and in New
York, if issued prior to April 30, 2007), the Company will determine the Market
Adjusted Value of the Registered Fixed Account Option. For Contracts issued in
New York on or after April 30, 2007 and prior to January 1, 2014, We will pay
the Contract Owner the Cash Value of the Registered Fixed Account Option if the
Company discontinues the Contract. We are not applying the Market Value
Adjustment to the Unallocated Group Variable Annuity Contract.
The amount payable to the Contract Owner if a Contract is discontinued may be
increased or decreased by the application of the Market Value Adjustment
formula. Generally, if interest rates increase, one could expect the Market
Value Adjustment to decrease and if interest rates decrease, one could expect
the Market Value Adjustment to increase. The formula is the following:
Market Adjusted Value = Cash Value x (1 + RO)5 /(1 + R1 + .0025+)5
10
Where:
RO is the weighted average of all interest rates credited to all amounts in the
Registered Fixed Account Option at the time of termination, and
R1 is the interest rate credited on new deposits for this class of contracts at
the time of termination.
+ Margin that accounts for the liquidation of the assets.
FOR CONTRACTS ISSUED IN EVERY STATE EXCEPT NEW YORK AND CONNECTICUT:
If, as of the date of discontinuance, the Market Adjusted Value is less than
the Cash Value of the Registered Fixed Account Option, the Contract Owner may
select one of the payment methods described below:
1) The Market Adjusted Value (less any applicable sales charge) in one
lump sum within 60 days of the date of discontinuance, or
2) The Cash Surrender Value of the Registered Fixed Account Option in
installments over a 5-year period. The amount deducted on surrender, if
any, is determined as of the date of discontinuance, and will apply to
all installment payments. Interest will be credited to the remaining
Cash Value of the Registered Fixed Account Option during this
installment period at a fixed effective annual interest rate of not less
than the minimum rate permitted under state law. The first payment will
be made no later than 60 days following the Contract Owner's request for
surrender or Our written notification of Our intent to discontinue the
Contract. The remaining payments will be mailed on each anniversary of
the discontinuance for four years. During that period, no additional
surrenders are allowed.
If, as of the date of discontinuance, the Market Adjusted Value is greater than
the Cash Value of the Registered Fixed Account Option, the Contract Owner may
select one of the payment methods as described below:
1. The Cash Surrender Value of the Registered Fixed Account Option, in one
lump sum within 60 days of the date of discontinuance, or
2. The Cash Value of the Registered Fixed Account Option in installments
over a 5-year period. Interest will be credited to the remaining Cash
Value of the Registered Fixed Account Option during this installment
period at a fixed effective annual interest rate of not less than the
minimum rate permitted under state law. The first payment will be made
no later than 60 days following the Contract Owner's request for
surrender or Our written notification of Our intent to discontinue the
Contract. The remaining payments will be mailed on each anniversary of
the discontinuance for four years. During that period, no additional
surrenders are allowed.
FOR CONTRACTS ISSUED IN CONNECTICUT AS OF THE CLOSE OF THE NEW YORK STOCK
EXCHANGE ON OCTOBER 4, 2013 AND THEREAFTER:
If, as of the date of discontinuance, the Market Adjusted Value is less than
the Cash Value of the Registered Fixed Account Option and R1 is greater than
R0, We will pay the Contract Owner, in a lump sum, the Market Adjusted Value of
the Registered Fixed Account Option less amounts deducted upon surrender within
60 days of the date of discontinuance.
If, as of the date of discontinuance, the Market Adjusted Value is less than
the Cash Value of the Registered Fixed Account Option and R1 is less than or
equal to R0, We will pay the Contract Owner the Cash Value of the Registered
Fixed Account Option in installments over a 5-year period. Interest will be
credited to the remaining Cash Value of the Registered Fixed Account Option
during this installment period at a fixed effective annual interest rate not
less than the minimum rate permitted under Connecticut state law. The first
payment will be made no later than 60 days following the Contract Owner's
request for surrender or Our written notification of Our intent to discontinue
the Contract. The remaining payments will be mailed on each anniversary of the
discontinuance date for four years. During that period, no additional
surrenders are allowed.
If, as of the date of discontinuance, the Market Adjusted Value is greater than
or equal to the Cash Value of the Registered Fixed Account Option, We will pay
the Contract Owner the Cash Value of the Registered Fixed Account Option in
installments over a 5-year period. Interest will be credited to the remaining
Cash Value of the Registered Fixed Account Option during this installment
period at a fixed effective annual interest rate not less than the minimum
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rate permitted under Connecticut state law. The first payment will be made no
later than 60 days following the Contract Owner's request for surrender or Our
written notification of Our intent to discontinue the Contract. The remaining
payments will be mailed on each anniversary of the discontinuance date for four
years. During that period, no additional surrenders are allowed.
ALLOCATED CONTRACTS ISSUED IN NEW YORK PRIOR TO APRIL 30, 2007:
If the Market Adjusted Value is less than the Cash Value of the Registered
Fixed Account Option as of the date of discontinuance, We will pay You the
Market Adjusted Value, less any amounts deducted on surrender, less any loans
outstanding in one lump sum. This amount will never be less than 90% of the
Cash Value of the Registered Fixed Account Option, less any outstanding loans
as of the date of discontinuance. We may defer payment of this amount for up to
six months from the date of discontinuance. If a payment is deferred more than
10 working days from the date of discontinuance, We will credit interest during
the deferred period in the same manner as described in Your Contract.
If the Market Adjusted Value is greater than the Cash Value of the Registered
Fixed Account Option as of the date of discontinuance, We will pay the Cash
Surrender Value of the Registered Fixed Account Option as of the date of
discontinuance in one lump sum. We may defer payment of this amount for up to
six months from the date of discontinuance. If a payment is deferred more than
10 working days from the date of discontinuance, We will credit interest during
the deferred period in the same manner as described in Your Contract.
UNALLOCATED CONTRACTS ISSUED IN NEW YORK PRIOR TO APRIL 30, 2007:
You may select either of the following methods of payout:
a) LUMP SUM PAYMENT OPTION. If the Market Adjusted Value is less than the
Cash Value of the Registered Fixed Account Option as of the date of the
discontinuance, We will pay You the Market Adjusted Value, less any
amounts deducted on surrender, in one lump sum within 60 days of the
date of discontinuance. If the Market Adjusted Value is greater than
the Cash Value of the Registered Fixed Account Option as of the date of
discontinuance, We will pay You the Cash Surrender Value of the
Registered Fixed Account Option within 60 days of the date of
discontinuance.
b) INSTALLMENT PAYMENT OPTION. We will pay You the Cash Value of the
Registered Fixed Account Option in installments over a 5-year period.
Interest will be credited to the remaining Cash Value of the Registered
Fixed Account Option during this installment period at a fixed effective
annual interest rate of not less than 1.5% below the net effective rate
being credited to the Contract on the date of discontinuance. The first
payment will be made no later than 60 days following Our mailing the
written notice to You at the most current address available on the
Company's records. The remaining payments will be mailed on each
anniversary of the discontinuance date for 4 years. Allowable
distributions shown on the Contract specifications page are not
permitted during the 5-year installment period.
FOR CONTRACTS ISSUED IN NEW YORK ON OR AFTER APRIL 30, 2007 AND PRIOR TO
JANUARY 1, 2014:
EXCEPT GOLD TRACK SELECT ALLOCATED CONTRACTS ISSUED TO NON-ERISA 403(B) PLANS
AND GOVERNMENTAL 457 PLANS SUBJECT TO THE NEW YORK STATE DEFERRED COMPENSATION
BOARD RULES AND REGULATIONS:
Upon discontinuance, the Contract Owner may select one of the payment methods
described below:
a) LUMP SUM PAYMENT OPTION. We will pay You the Market Adjusted Value,
less any amounts deducted on surrender, less any loans outstanding in
one lump sum within 60 days of the date of discontinuance. We may defer
the payment for this amount for up to six months from the date of
discontinuance. If a payment is deferred more than 10 working days from
the date of discontinuance, interest will continue to be earned during
the deferred period in the same manner as described in the Contract; or
b) INSTALLMENT PAYMENT OPTION. We will pay You the Cash Value of the
Registered Fixed Account Option in installments over a 5 year period.
Interest will be credited to the remaining Cash Value of the Registered
Fixed Account Option during this installment period at a fixed effective
annual interest rate of not less than 1.5% below the net effective rate
being credited to the Contract on the date of discontinuance. The first
payment will be made no later than 60 days following the Company's
mailing of the written notice of
12
Contract discontinuance to the Contract Owner at the most current
address available on the Company's records. The remaining payments will
be mailed on each anniversary of the discontinuance date for 4 years.
Allowable distributions shown on the Contract specifications page are
not allowed during the 5 year installment period.
GOLD TRACK SELECT ALLOCATED CONTRACTS ISSUED TO NON-ERISA 403(B) PLANS IN NEW
YORK ON OR AFTER APRIL 30, 2007 AND PRIOR TO JANUARY 1, 2014:
The Participants will choose one of the two payment methods (Lump Sum Payment
Option or Installment Payment Option) described above.
The formula used in connection with these non-ERISA 403(b) Plans is exactly the
same as described above except that the total surrender charge and Market Value
Adjustment will not exceed 10% of the Cash Value of the Registered Fixed
Account Option. Additionally on or after the 10th Certificate Year, the Market
Value will equal the Cash Value.
For all non-ERISA 403(b) Plans, the Contract Owner must provide notice to, and
receive consent from, Participants under the Contract for this distribution. If
consent is not obtained and if the Contract has been issued to a non-ERISA
403(b) Plan, We will not accept any additional Purchase Payments under the
Contract or issue new Certificates, but Certificates under the Contract will
continue.
GOLD TRACK SELECT CONTRACTS ISSUED TO GOVERNMENTAL 457 PLANS SUBJECT TO THE NEW
YORK STATE DEFERRED COMPENSATION BOARD RULES AND REGULATIONS ON OR AFTER APRIL
30, 2007 AND PRIOR TO JANUARY 1, 2014:
We will pay the Cash Value of the Registered Fixed Account Option in one lump
sum to the Contract Owner, or Participant if so authorized, no later than 30
days following the date of discontinuance. If We defer payment for 10 working
days or more, interest will continue to be earned during the deferred period at
the rate required by law or at the rate currently being credited under this
Contract, whichever is greater. No surrender charges nor Market Adjusted Value
will be assessed against the Beneficiary of the Registered Fixed Account Option
if the Contract is discontinued.
LOANS
SECTION 403 (B) COLLATERALIZED LOANS
If Your employer's Plan and TSA Contract permits loans, such loans will be made
only from any Registered Fixed Account Option value and only up to the IRS Code
limits (currently $50,000). In that case, We credit Your Registered Fixed
Account Option value up to the amount of the outstanding loan balance with a
rate of interest that is less than the interest rate We charge for the loan.
Current levels of interest rates depend on a number of factors and are not
capped under Your Contract. To find out our current rate of interest, call us
at 1-800-842-9406.
The Code and applicable income tax regulations limit the amount that may be
borrowed from Your Contract and all of Your employer Plans in the aggregate and
also require that loans be repaid, at a minimum, in scheduled level payments
over a proscribed term.
Your employer's Plan and Contract will indicate whether loans are permitted.
The terms of the loan are governed by the Contract and loan agreement. Failure
to satisfy loan limits under the Code or to make any scheduled payments
according to the terms of Your loan agreement and federal tax law could have
adverse tax consequences. Consult Your tax adviser and read Your loan agreement
and Contract prior to taking any loan.
ANNUITY PERIOD
We will normally make Annuity Payments within fifteen business days after We
receive a settlement claim, or any other later specified date. Subsequent
payments will be made periodically on the anniversaries of the first payment.
The variable annuity contract prospectus describes more fully the Annuity
Period and annuity options under the Contracts. Please note, however, that
annuitization is irrevocable; once fixed Annuity Payments have begun, the
annuity benefit cannot be surrendered for a lump sum settlement.
13
RESTRICTIONS ON FINANCIAL TRANSACTIONS
Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require Us to block a Contract Owner's ability to
make certain transactions and thereby refuse to accept any request for
transfers, withdrawals, surrenders, or death benefits, until instructions are
received from the appropriate regulator. We may also be required to provide
additional information about You and Your Contract to government regulators.
MISSTATEMENT
We may require proof of age of the Contract Owner, Beneficiary or Annuitant
before making any payments under this Contract that are measured by the
Contract Owner's, Beneficiary's or Annuitant's life. If the age of the
measuring life has been misstated, the amount payable will be the amount that
would have been provided at the correct age.
Once Annuity Payments have begun, any underpayments or overpayments will be
deducted from or added to the payment or payments made after the adjustment. In
certain states, We are required to pay interest on any underpayments.
TRANSFERS
--------------------------------------------------------------------------------
No transfers are allowed between the Registered Fixed Account Option and any
Competing Fund.
Where permitted by state law, We reserve the right to restrict transfers from
the Separate Account Options in a Brighthouse Retirement Account Contract and
the Gold Track Select Contract into the Registered Fixed Account Option
whenever the credited interest rate on the Registered Fixed Account Option is
equal to the minimum Guaranteed Interest Rate specified under Your Contract.
The charges for transfers are described in the group variable annuity Contract
prospectus which accompanies this prospectus. No surrender charges or Market
Value Adjustment apply when a transfer is made.
TRANSFERS FROM THE REGISTERED FIXED ACCOUNT OPTION
The Contract Owner may transfer amounts in the Registered Fixed Account Option
to one or more of the Separate Account Options subject to the Competing Fund
restrictions described in Your Contract. All transfers will be made on a
last-in, first-out basis. That is, the money most recently deposited or
transferred into the Registered Fixed Account Option will be transferred or
surrendered first.
Amounts previously transferred from the Registered Fixed Account Option to the
Separate Account Options may not be transferred back to the Registered Fixed
Account Option or any Competing Fund for a period of at least 3 months from the
date of the transfer. The Company may eliminate this restriction in
circumstances where Guaranteed Interest Rates on the Registered Fixed Account
Option are declared and credited on a quarterly basis.
We reserve the right to limit transfers from this Contract in any calendar year
to 20% of the Contract/Certificate Cash Value in the Registered Fixed Account
Option as of the end of the preceding Contract/Certificate Year. If transfers
are limited in any calendar year to 20% of the Contract/Certificate Cash Value,
it is important to note that it will take over 10 years (assuming no additional
Purchase Payments or transfers into the Contract/Certificate and discounting
any accrued interest) to make a complete transfer of your balance from the
Contract/Certificate because of the transfer allowance restriction indicated
above. This is because the 20% transfer allowance is based on a declining Cash
Value in the Contract/Certificate rather than withdrawals based upon a fixed
number of years. For example (based on the assumptions above), if your initial
Cash Value in the Contract/Certificate is $100, the 20% transfer allowance only
allows you to transfer up to $20 that Contract/Certificate Year. If you
transfer the maximum transfer allowance that Contract/Certificate Year, you may
only transfer up to $16 the following Contract/Certificate Year based on the
20% transfer allowance of the $80 Cash Value remaining in the
Contract/Certificate for such Contract/Certificate Year. It is important to
consider when deciding to invest in the Contract/Certificate whether this 20%
transfer allowance restriction fits your risk tolerance and time horizon. (See
also "Surrenders.")
14
TRANSFERS TO THE REGISTERED FIXED ACCOUNT OPTION
BRIGHTHOUSE RETIREMENT ACCOUNT CONTRACTS
The Contract Owner may transfer amounts in the Separate Account Options to the
Registered Fixed Account Option subject to the Competing Fund restrictions
described in Your Contract. In addition, amounts previously transferred from a
Competing Fund to a Separate Account Option which is not a Competing Fund may
not be transferred to the Registered Fixed Account Option for a period of at
least 3 months from the date of transfer.
If the Contract Owner selects the optional death benefit and credit endorsement
under the Contract, the following additional restrictions apply:
o Purchase Payments allocated to a Separate Account Option which is not a
Competing Fund may not be transferred to the Registered Fixed Account
Option for a period of at least 3 months from the date of the Purchase
Payment.
o If a Purchase Payment has been made within the last five
Contract/Certificate Years, transfers from the Separate Account Options
to this Contract may not exceed 20% per year of the Contract/Certificate
Value in the Separate Account Options on the Contract/Certificate
anniversary. It is important to note that it will take over 10 years
(assuming no additional Purchase Payments or transfers into the Separate
Account and increases or decreases due to investment experience) to make
a complete transfer of your balance from the Separate Account to the
Contract/Certificate because of the transfer allowance restriction
indicated above. This is because the 20% transfer allowance is based on
a declining Cash Value in the Separate Account rather than withdrawals
based upon a fixed number of years. For example (based on the
assumptions above), if your initial Cash Value in the Separate Account
is $100, the 20% transfer allowance only allows you to transfer up to
$20 that Contract/Certificate Year. If you transfer the maximum transfer
allowance that Contract/Certificate Year, you may only transfer up to
$16 the following Contract/Certificate Year based on the 20% transfer
allowance of the $80 Cash Value remaining in the Separate Account for
such Contract/Certificate Year. It is important to consider when
deciding to invest in the Separate Account whether this 20% transfer
allowance restriction fits your risk tolerance and time horizon.
GOLD TRACK, GOLD TRACK SELECT, UNALLOCATED GROUP VARIABLE ANNUITY AND
BRIGHTHOUSE RETIREMENT PERSPECTIVES CONTRACTS
Values held in a Separate Account Option may be transferred to the Registered
Fixed Account Option at any time subject to any Competing Fund restrictions
which may apply.
INVESTMENTS BY THE COMPANY
--------------------------------------------------------------------------------
We must invest Our assets according to applicable state law regarding the
nature, quality and diversification of investments that may be made by life
insurance companies. In general, these laws permit investments, within
specified limits and subject to certain qualifications, in federal, state and
municipal obligations, corporate bonds, preferred and common stocks, real
estate mortgages, real estate and certain other investments. All General
Account assets of the Company would be available to meet the Company's
guarantee under the Registered Fixed Account Option. The proceeds from the
Registered Fixed Account Option will become part of the Company's general
assets and are available to fund the claims of all classes of customers of the
Company.
In establishing Declared Interest Rates, the Company will consider the yields
available on the instruments in which it intends to invest the amounts directed
to the Registered Fixed Account Option. The current investment strategy for the
Contracts is to invest in investment-grade fixed income securities, including
public bonds, privately placed bonds, and mortgages, some of which may be zero
coupon securities. While this generally describes Our investment strategy, We
are not obligated to follow any particular strategy except as may be required
by federal and state laws.
ANNUAL STATEMENT
--------------------------------------------------------------------------------
At the end of each calendar year, You will receive a statement that will show:
o Your Cash Value as of the end of the preceding year;
15
o all transactions regarding Your Contract during the year;
o Your Cash Value at the end of the current year; and
o the interest credited to Your Contract.
AMENDMENT OF THE CONTRACTS
--------------------------------------------------------------------------------
We reserve the right to amend the Contracts to comply with applicable federal
or state laws or regulations. We will notify You in writing of any such
amendments.
DISTRIBUTION OF THE CONTRACTS
--------------------------------------------------------------------------------
Brighthouse Securities, LLC ("Brighthouse Securities") is the principal
underwriter and distributor of the securities offered through this prospectus.
Prior to March 6, 2017, the principal underwriter and distributor of the
Contracts was MetLife Investors Distribution Company. Brighthouse Securities,
which is Our affiliate, also acts as the principal underwriter and distributor
of some of the other variable annuity contracts and variable life insurance
policies We and Our affiliated companies issue. We reimburse Brighthouse
Securities for expenses Brighthouse Securities incurs in distributing the
Contracts (e.g. commissions payable to retail broker-dealers who sell the
Contracts). Brighthouse Securities does not retain any fees under the
Contracts.
Brighthouse Securities' principal executive offices are located at 11225 North
Community House Road, Charlotte, NC 28277. Brighthouse Securities is registered
as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), as well as the securities commissions in the states
in which it operates, and is a member of the Financial Industry Regulatory
Authority ("FINRA"). FINRA provides background information about broker-dealers
and their registered representatives through FINRA BrokerCheck. You may contact
the FINRA BrokerCheck Hotline at 1-800-289-9999, or log on to www.finra.org. An
investor brochure that includes information describing FINRA BrokerCheck is
available through the Hotline or on-line.
The Contracts are sold through unaffiliated broker-dealers under the Exchange
Act and members of FINRA. The Contracts may also be sold through the mail, the
Internet or by telephone. The Company no longer actively offers the Contracts
to new purchasers, but it continues to accept Participants from existing
Contracts and Purchase Payments from existing Contract owners and Plan
Participants.
There is no front-end sales load deducted from Purchase Payments to pay sales
commissions. Brighthouse Securities pays compensation based upon a `gross
dealer concession' model. With respect to the Contracts, the maximum gross
dealer concession is 5% of each Purchase Payment. The gross dealer concession
applies each year the Contract is in force and, starting in the second Contract
Year, is a maximum of 1% of the contract value each year that the Contract is
in force for servicing the Contract. Gross dealer concession may also be
credited when the Contract is annuitized. The amount of gross dealer concession
credited upon annuitization depends on several factors, including the number of
years the Contract has been in force.
We may make payments to Brighthouse Securities that may be used for its
operating and other expenses, including the following sales expenses:
compensation and bonuses for Brighthouse Securities' management team,
advertising expenses, and other expenses of distributing the Contracts.
Brighthouse Securities' management team also may be eligible for non-cash
compensation items that We may provide jointly with Brighthouse Securities.
Non-cash items include conferences, seminars and trips (including travel,
lodging and meals in connection therewith), entertainment, merchandise and
other similar items.Broker-dealers pay their sales representatives all or a
portion of the commissions received for their sales of the Contracts. Some
firms may retain a portion of commissions. The amount that the broker-dealer
passes on to its sales representatives is determined in accordance with its
internal compensation programs. Those programs may also include other types of
cash and non-cash compensation and other benefits. Sales representatives of
these selling firms may also receive non-cash compensation pursuant to their
firm's guidelines, directly from Us or the distributor. We and Our affiliates
may also provide sales support in the form of training, sponsoring conferences,
defraying expenses at vendor meetings, providing promotional literature and
similar services. An unaffiliated broker-dealer or sales representative of an
unaffiliated broker-dealer may receive different
16
compensation for selling one product over another and/or may be inclined to
favor one product provider over another product provider due to differing
compensation rates. Ask Your sales representative further information about
what Your sales representative and the broker-dealer for which he or she works
may receive in connection with Your purchase of a Contract.
From time to time, We pay organizations, associations and non-profit
organizations fees to sponsor Our variable annuity contracts. We may also
obtain access to an organization's members to market Our variable annuity
contracts. These organizations are compensated for their sponsorship of Our
variable annuity contracts in various ways. Primarily, they receive a flat fee
from Us. We also compensate these organizations by funding of their programs,
scholarships, events or awards, such as a principal of the year award. We may
also lease their office space or pay fees for display space at their events,
purchase advertisements in their publications or reimburse or defray their
expenses. In some cases, We hire organizations including, for example,
Metropolitan Life Insurance Company or MetLife Securities, Inc., with whom we
were previously affiliated, to perform administrative and enrollment services
for Us, for which they are paid a fee based upon a percentage of the account
balances their members hold in the Contract. We also may retain finders and
consultants to introduce Us to potential clients and for establishing and
maintaining relationships between Us and various organizations. The finders and
consultants are primarily paid flat fees and may be reimbursed for their
expenses. We or Our affiliates may also pay duly licensed individuals
associated with these organizations cash compensation for the sales of the
Contracts.
ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS. We and Brighthouse
Securities have entered into distribution arrangements with certain selected
selling firms. Under these arrangements We and Brighthouse Securities may pay
additional compensation to selected selling firms, including marketing
allowances, introduction fees, persistency payments, preferred status fees and
industry conference fees. Marketing allowances are periodic payments to certain
selling firms, the amount of which depends on cumulative periodic (usually
quarterly) sales of our insurance contracts ((including the Contracts) and may
also depend on meeting thresholds in the sale of certain of our insurance
contracts (other than the Contracts). They may also include payments we make to
cover the cost of marketing or other support services provided for or by
registered representatives who may sell our products. Introduction fees are
payments to selling firms in connection with the addition of our products to
the selling firm's line of investment products, including expenses relating to
establishing the data communications systems necessary for the selling firm to
offer, sell and administer our products. Persistency payments are periodic
payments based on account values of our insurance contracts (including Account
Values of the Contracts) or other persistency standards. Preferred status fees
are paid to obtain preferred treatment of the Contracts in selling firms'
marketing programs, which may include marketing services, participation in
marketing meetings, listings in data resources and increased access to their
sales representatives. Industry conference fees are amounts paid to cover in
part the costs associated with sales conferences and educational seminars for
selling firms' sales representatives. We and Brighthouse Securities have
entered into such distribution agreements with unaffiliated selling firms
identified on our website.
The additional types of compensation discussed above are not offered to all
selling firms. The terms of any particular agreement governing compensation may
vary among selling firms and the amounts may be significant. The prospect of
receiving, or the receipt of, additional compensation as described above may
provide selling firms and/or their sales representatives with an incentive to
favor sales of the Contracts over other annuity contracts (or other
investments) with respect to which selling firm does not receive additional
compensation, or lower levels of additional compensation. You may wish to take
such payment arrangements into account when considering and evaluating any
recommendation relating to the Contracts. For more information about any such
additional compensation arrangements, ask your registered representative.
FEDERAL TAX CONSIDERATIONS
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TAXATION OF THE COMPANY
The Company is taxed as a life insurance company under Part I of Subchapter L
of the Code. The assets underlying the Registered Fixed Account Option under
the Contracts will be owned by the Company. The income earned on such assets
will be the Company's income.
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INFORMATION REGARDING THE CONTRACTS
Tax information regarding the Contracts/Certificates and distributions is
briefly described in the accompanying Contract prospectus.
Any Code reference to "spouse" includes those persons who enter into lawful
marriages under state law, regardless of sex.
ABANDONED PROPERTY REQUIREMENTS
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Every state has unclaimed property laws which generally declare non-ERISA
annuity contracts to be abandoned (1) after a period of inactivity of three to
five years from the contract's Maturity Date or the date the death benefit is
due and payable if annuity payments have not commenced or (2) after a period of
two or three years from the date the payment is due and payable, or if death
benefits are unclaimed after a period of inactivity of three to five years from
the date the death benefit is due and payable, if annuity payments have
commenced. For example, if the payment of a death benefit has been triggered,
but, if after a thorough search, We are still unable to locate the Beneficiary
of the death benefit, or the Beneficiary does not come forward to claim the
death benefit in a timely manner, the death benefit will be paid to the
abandoned property division or unclaimed property office of the state in which
the Beneficiary or You last resided, as shown on Our books and records, or to
Our state of domicile. (Escheatment is the formal, legal name of this process.)
However, the state is obligated to pay the death benefit (without interest) if
Your Beneficiary steps forward to claim it with the proper documentation. To
prevent Your Contract's proceeds from being paid to the state abandoned or
unclaimed property office, it is important that You update Your Beneficiary
designations, including addresses, if and as they change. Please call
1-800-842-9406.
INFORMATION INCORPORATED BY REFERENCE
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Under the Securities Act of 1933, the Company has filed with the SEC a
registration statement (the "Registration Statement") relating to the Contracts
offered by this prospectus. This prospectus has been filed as a part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement and the exhibits and reference is hereby made to
such Registration Statement and exhibits for further information relating to
the Company and the Contracts. The Company's annual report on Form 10-K was
filed with the SEC on March 28, 2017 via EDGAR File No. 033-03094. The Form
10-K contains information for the period ended December 31, 2016, about the
Company, including consolidated audited financial statements for the Company's
latest fiscal year. The Form 10-K is incorporated by reference into this
prospectus. In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering, are also incorporated by reference into this
prospectus. We are not incorporating by reference any documents or information
deemed to have been furnished instead of filed in accordance with SEC rules
such as current reports on Form 8-K furnished under Item 2.02 or Item 7.01.
If requested, the Company will furnish, without charge, a copy of any and all
of the reports or documents that have been incorporated by reference into this
prospectus. You may direct Your requests to the Company at, 11225 North
Community House Road, Charlotte, NC, 28277. The telephone number is
1-800-842-9406. You may also access the incorporated reports and other
documents at www.brighthousefinancial.com.
The Company files periodic reports as required under the Exchange Act
(including Form 10-K, 10-Q and 8-K). You may also read and copy any materials
that the Company files with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
EXPERTS
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Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Contracts described in this prospectus and the
organization of the Company, its authority to issue such Contracts under
Delaware law and the validity of the forms of the Contracts under Delaware law
have been passed on by legal counsel for the Company.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements, and the related financial statement
schedules, incorporated by reference in this Registration Statement from the
Brighthouse Life Insurance Company (formerly, MetLife Insurance Company USA)
and subsidiaries' Annual Report on Form 10-K for the year ended December 31,
2016, have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report, which is incorporated herein
by reference. Such consolidated financial statements and financial statement
schedules have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The principal business address of Deloitte & Touche LLP is 30 Rockefeller
Plaza, New York, New York 10112-0015.
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APPENDIX A
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WHAT YOU NEED TO KNOW IF YOU ARE A TEXAS OPTIONAL RETIREMENT PROGRAM
PARTICIPANT
If You are a Participant in the Texas Optional Retirement Program, Texas law
permits Us to make withdrawals on Your behalf only if You die, retire or
terminate employment in all Texas institutions of higher education, as defined
under Texas law. Any withdrawal You ask for requires a written statement from
the appropriate Texas institution of higher education verifying Your vesting
status and (if applicable) termination of employment. Also, We require a
written statement from You that You are not transferring employment to another
Texas institution of higher education. If You retire or terminate employment in
all Texas institutions of higher education or die before being vested, amounts
provided by the state's matching contribution will be refunded to the
appropriate Texas institution. We may change these restrictions or add others
without Your consent to the extent necessary to maintain compliance with the
law.
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