REGISTRATION STATEMENT FILE NO. 333-[ ]
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BRIGHTHOUSE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
06-0566090
(I.R.S. Employer Identification Number)
11225 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE, NC 28277
(980) 365-7100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BRIGHTHOUSE LIFE INSURANCE COMPANY
C/O THE CORPORATION TRUST COMPANY
1209 ORANGE STREET
CORPORATION TRUST CENTER
NEW CASTLE COUNTY
WILMINGTON, DE 19801
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Dodie C. Kent
Eversheds Sutherland (US) LLP
The Grace Building, 40th Floor
1114 Avenue of the Americas
New York, NY 10036-7703
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] (Do not check if a smaller reporting company) Smaller reporting company [ ]
Emerging growth company [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AMOUNT OF
OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED REGISTERED REGISTRATION FEE(2)
PER UNIT(1) OFFERING PRICE
Fixed Account Annuitization Options
with a Market Value Adjustment Cash 0 Not applicable $0 $0
Out
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1. Interests are sold on a dollar for dollar basis and not on the basis of a
price per share or unit.
2. In addition to the $0 in securities identified in the fee table above,
pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement
carries forward approximately [ ] of unsold securities that were previously
registered on the Form S-3 registration statement (File No.333-201860),
initially filed February 4, 2015 (as amended on December 7, 2015 to clarify
registration fees) by Brighthouse Life Insurance Company (formerly known as
MetLife Insurance Company USA). Because a filing fee of [$ ] was previously
paid for the securities being carried forward to this Registration Statement,
no filing fee is currently due in connection with those securities.
This Registration Statement contains a combined prospectus under Rule 429 under
the Securities Act of 1933 which relates to the Form S-3 registration statement
(File No. 333-201860), initially filed February 4, 2015, by Brighthouse Life
Insurance Company (formerly known as MetLife Insurance Company USA). Upon
effectiveness, this Registration Statement, which is a new Registration
Statement, will also act as a post-effective amendment to such earlier
Registration Statement.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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BRIGHTHOUSE LIFE INSURANCE COMPANY
BRIGHTHOUSE RETIREMENT ACCOUNT
LIQUIDITY BENEFIT
The Liquidity Benefit described in this prospectus is available only in
conjunction with the Brighthouse Retirement Account variable annuity contract
(the "Contract") issued by Brighthouse Life Insurance Company (the "Company").
The Contract is available in connection with certain retirement Plans that
qualify for special federal income tax treatment ("Qualified Contracts"). We
may issue the Contract as an individual Contract or as a group Contract. When
We issue a group Contract, You will receive a Certificate summarizing the
Contract's provisions. For convenience, We refer to Contracts and Certificates
as "Contracts." The Contract is not available to new purchasers. The specific
features of the Contract and the Separate Account are disclosed in greater
detail in the Contract prospectus.
The group annuity Contract may be issued to Contract Owners on an allocated
basis.
This prospectus explains:
o the Liquidity Benefit
o Brighthouse Life Insurance Company -- LIQUIDITY BENEFIT -- RISK (SEE
PAGE 5)
o the Annuity Period
o Payment Options
o the surrender charge
o the market value adjustment
o other aspects of the Liquidity Benefit
The Liquidity Benefit may not be available in all states or to all purchasers
of the Contract.
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 ("SEC") 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 [ ], 2018
TABLE OF CONTENTS
PAGE
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Special Terms............................................. 3
Summary................................................... 5
The Insurance Company -- LIQUIDITY BENEFIT -- Risk........ 5
The Annuity Contract and Your Retirement Plan............. 5
The Liquidity Benefit..................................... 6
The Annuity Period...................................... 6
Allocation of Annuity................................... 6
Fixed Annuity........................................... 6
Liquidity Benefit (Benefit not available under 457
Plans)................................................ 7
Payment Options........................................... 8
Election of Options..................................... 8
Annuity Options......................................... 8
Miscellaneous Contract Provisions......................... 9
PAGE
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Restrictions on Financial Transactions.................. 9
Misstatement............................................ 9
Distribution of the Contracts............................. 9
Federal Tax Considerations................................ 11
Taxation of the Company................................. 11
Information Regarding the Contracts..................... 11
Abandoned Property Requirements........................... 11
Information Incorporated by Reference..................... 11
Experts................................................... 12
Independent Registered Public Accounting Firm........... 12
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.
ACCUMULATION UNIT -- An accounting unit of measure used to calculate Contract
Values before Annuity Payments begin.
ANNUITANT -- A person on whose life the Maturity Date depends and Annuity
Payments are made.
ANNUITY -- Payment of income for a stated period or amount.
ANNUITY PAYMENTS -- A series of periodic payments (i) for life; (ii) for life
with a minimum number of payments; (iii) for the joint lifetime of the
Annuitant and another person, and thereafter during the lifetime of the
survivor; or (iv) for a fixed period.
ANNUITY PERIOD -- The period following commencement of Annuity Payments.
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 Contract 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.
CERTIFICATE -- If applicable, the document issued to Participants under a
master group Contract. Any reference in this prospectus to the Contract
includes the underlying Certificate.
CODE -- The Internal Revenue Code of 1986, as amended, and all related laws and
regulations in effect during the term of this Contract.
COMPANY (WE, US, OUR) -- Brighthouse Life Insurance Company.
CONTRACT -- For convenience, means the Contract or Certificate, as applicable.
For example, Contract Year also means Certificate Year.
CONTRACT OWNER -- The person named in the Contract (on the specifications
page). For certain group Contracts, the Contract Owner is the trustee or other
entity which owns the Contract.
CONTRACT VALUE -- the value of the Accumulation Units in Your Account (or a
Participant's Individual Account, if applicable) less any reductions for
administrative charges.
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 YEAR -- Twelve-month periods beginning with the Contract Date or any
anniversary thereof.
FIXED ACCOUNT -- an account that consists of all of the assets under the
Contract other than those in the Separate Account.
FIXED ANNUITY -- An Annuity payout option with payments which remain fixed as
to dollar amount throughout the payment period and which do not vary with the
investment experience of the Separate Account.
FUNDING OPTIONS -- The variable investment options to which Purchase Payments
under the Contract may be allocated.
GENERAL ACCOUNT -- Comprised of the Company's assets, other than assets in its
Separate Account and any other separate accounts it may maintain.
HOME OFFICE -- The Home Office of Brighthouse Life Insurance Company, 11225
North Community House Road, Charlotte, NC 28277, or any other office that We
may designate for the purpose of administering the Contract. The office that
administers Your Contract is located at 4700 Westown Parkway, Ste. 200, West
Des Moines, Iowa 50266.
INDIVIDUAL ACCOUNT -- An account which Accumulation Units are credited to a
Participant or Contract Owner under the Contract.
MATURITY DATE -- The date on which the Annuity Payments are to begin.
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PAYMENT OPTION -- An Annuity or income option elected under Your Contract.
PLAN -- For a group Contract, 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.
PREMIUM TAX -- The amount of tax, if any, charged by the state or municipality.
PURCHASE PAYMENTS -- The premium payment(s) applied to the Contract less any
Premium Taxes (if applicable).
QUALIFIED CONTRACT -- A Contract used in a retirement plan or program that is
intended to qualify under Sections 401, 403, 408, 414(d) or 457 of the Code.
SEPARATE ACCOUNT -- A segregated account, the assets of which are invested
solely in the Underlying Funds. The assets of the Separate Account are held
exclusively for the benefit of Contract Owners.
SUBACCOUNT -- that portion of the assets of a Separate Account that is
allocated to a particular Underlying Fund.
UNDERLYING FUND -- A portfolio of an open-end management investment company
that is registered with the SEC in which the Subaccounts invest.
VARIABLE ANNUITY -- An Annuity payout option providing for payments varying in
amount in accordance with the investment experience of the assets held in the
underlying securities of the Separate Account.
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 -- "You", depending on the context, may be the Certificate holder,
participant or the Contract Owner and a natural person, a trust established for
the benefit of a natural person, or a charitable remainder trust, or a Plan (or
the employer purchaser who has purchased the Contract on behalf of the Plan).
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SUMMARY
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This prospectus describes the Liquidity Benefit, a feature available under the
Brighthouse Retirement Account Variable Annuity Contract, which is funded by
Brighthouse Separate Account Eleven for Variable Annuities. The Variable
Annuity Contract is registered with the SEC. The Contract is 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 individual retirement accounts
The Company issues the Contract. Purchase Payments made under the Contract and
directed to the Fixed Account option become a part of the Company's General
Account. Purchase Payments may also be allocated to one or more of the Separate
Account Funding Options. The Variable Annuity Contract and underlying mutual
funds are described in separate prospectuses. Please read all prospectuses
carefully.
When You annuitize Your Contract, You have the ability to choose whether to
receive regular payments ("Annuity Payments") on a variable or fixed basis. If
You choose a Fixed Annuity that guarantees payments for a minimum period of
time ("period certain"), You may take a lump sum payment (equal to a portion of
all of the value of the remaining payments) any time after the first Contract
Year. (This is known as the "Liquidity Benefit".) THERE IS A 5% SURRENDER
CHARGE APPLIED TO THE LUMP SUM AMOUNT WITHDRAWN PURSUANT TO THE LIQUIDITY
BENEFIT. In addition, if You do take a withdrawal under the Liquidity Benefit,
We calculate the amount due to You based on the present value of the remaining
period certain payments using a current interest rate. This calculation may
result in a market value adjustment applied to Your withdrawal. Market value
adjustments can be either positive or negative.
THE INSURANCE COMPANY -- LIQUIDITY BENEFIT -- RISK
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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. Prior to March 6, 2017, Brighthouse Life Insurance Company was
known as MetLife Insurance Company USA. 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, Brighthouse
Financial, Inc. ("Brighthouse Financial"), a publicly-traded company. Prior to
August 4, 2017, the Company was a subsidiary of, and controlled by, MetLife,
Inc. Brighthouse Financial, through its subsidiaries and affiliates, is a
provider of insurance and financial services.
Benefit amounts, including any Liquidity Benefits, 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, Brighthouse Financial, or 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. 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"). A market value adjustment may
increase or decrease the amount payable upon the exercise of the Liquidity
Benefit. The Liquidity Benefit is subject to a 5% surrender charge.
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.
THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN
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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 the availability of the Liquidity Benefit.
5
The Contract may provide that a Plan administrative fee will be paid by making
a withdrawal from Your Contract Value during the Accumulation Period. 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.
THE LIQUIDITY BENEFIT
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The Liquidity Benefit is available only in conjunction with the purchase of a
Brighthouse Retirement Account Variable Annuity Contract issued by the Company.
The Contract is available as an individual or group Contract. Participants
under the Brighthouse Retirement Account are issued Certificates summarizing
the provisions of the group Contract. For convenience, We refer to both
individual Contract Owners and Participants as Contract Owners.
THE ANNUITY PERIOD
MATURITY DATE
Under the Contract, You can receive regular payments ("Annuity Payments"). You
can choose the month and the year in which those payments begin ("Maturity
Date"). You can also choose among income payouts (Annuity options) or elect a
lump-sum distribution. While the Annuitant is alive, You can change Your
selection any time up to the Maturity Date. Annuity Payments will begin on the
Maturity Date stated in the Contract unless (1) You fully surrendered the
Contract; (2) We paid the proceeds to the Beneficiary before that date; or (3)
You elected another date. Annuity Payments are a series of periodic payments
(a) for life; (b) for life with either a minimum number of payments or a
specific amount assured; or (c) for the joint lifetime of the Annuitant and
another person, and thereafter during the lifetime of the survivor. We may
require proof that the Annuitant is alive before Annuity Payments are made. Not
all options may be available in all states. The Annuity Payment Options are
described in greater detail in the section titled "Payment Options."
You may choose to annuitize at any time after You purchase Your Contract.
Unless You elect otherwise, the Maturity Date will be the Annuitant's 90th
birthday or ten years after the effective date of the Contract, if later. This
requirement may be changed by Us.
At least 30 days before the original Maturity Date, You may elect to extend the
Maturity Date to any time prior to the Annuitant's 90th birthday, or to a later
date with Our consent. You may use certain Annuity options taken at the
Maturity Date to meet the minimum required distribution requirements of federal
tax law, or You may use a program of withdrawals instead. These mandatory
distribution requirements take effect generally upon the death of the Contract
Owner, or with certain Qualified Contracts upon either the later of the
Contract Owner's attainment of age 70 1/2 or year of retirement. You should
seek independent tax advice regarding the election of minimum required
distributions.
ALLOCATION OF ANNUITY
You may elect to receive Your Annuity Payments in the form of a Variable
Annuity, a Fixed Annuity, or a combination of both. If, at the time Annuity
Payments begin, You have not made an election, We will apply Your Contract
Value to provide an Annuity funded by the same Funding Options as You have
selected during the Accumulation Period. At least 30 days before the Maturity
Date, You may transfer the Contract Value among the Funding Options in order to
change the basis on which We will determine Annuity Payments.
ANNUITIZATION CREDIT. This credit is applied to the Contract Value used to
purchase one of the Annuity options described below. The credit equals 0.5% of
Your Contract Value if You annuitize during Contract Years 2-5, 1% during
Contract Years 6-10, and 2% after Contract Year 10. There is no credit applied
to Contracts held less than 1 year.
FIXED ANNUITY
You may choose a Fixed Annuity that provides payments that do not vary during
the Annuity Period. Your Contract contains the tables We use to determine Your
monthly Annuity Payments ("Life Annuity Tables"). The amount We apply to the
tables will be the Contract Value as of the date Annuity Payments begin, less
any applicable Premium Taxes not previously deducted.
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The amount of Your monthly payment depends on the Annuity option You elected
and the Annuitant's adjusted age. Your Contract contains the formula for
determining the adjusted age. We determine the total monthly Annuity Payment by
multiplying the benefit per $1,000 of value shown in the Contract tables by the
number thousands of dollars of Contract Value You apply to that Annuity option.
Payout rates will not be lower than those shown in the Contract. If it would
produce a larger payment, the first Fixed Annuity payment will be determined
using the Life Annuity Tables in effect for the same class of Contract Owners
on the Maturity Date.
If You have elected the Increasing Benefit Option, the payments will be
calculated as above. However, the initial payment will be less than that
reflected in the table and the subsequent payments will be increased by the
percentage You elected.
LIQUIDITY BENEFIT (BENEFIT NOT AVAILABLE UNDER 457 PLANS)
If You select any Annuity option that guarantees You payments for a minimum
period of time ("period certain"), You may take a lump sum payment (equal to a
portion or all of the value of the remaining payments) any time after the first
Contract Year. THERE IS A SURRENDER CHARGE OF 5% OF THE AMOUNT WITHDRAWN UNDER
THIS OPTION. THERE IS ALSO A MARKET VALUE ADJUSTMENT, WHICH CAN BE POSITIVE OR
NEGATIVE.
For Fixed Annuity payments, We calculate the present value of the remaining
period certain payments using a current interest rate. The current interest
rate used depends on the amount of time left in the Annuity option You elected.
The current rate will be the same rate We would give someone electing an
Annuity option for that same amount of time. If the period of time remaining is
less than the minimum length of time which We offer a new Fixed Period (Term
Certain) annuitization, then the interest rate will be the rate of return for
that minimum length of time. If You request a percentage of the amount
available during the period certain, We will reduce the amount of each payment
during the rest of the period certain by that percentage. After the period
certain expires, Your payments will increase to the level they would have been
had no liquidation taken place.
The market value adjustment formula for calculating the present value described
above for Fixed Annuity payments is as follows:
n
Present Value = E [Payments x (1/1 + iC)] t/365
s = 1
Where
iC = the interest rate described above
n = the number of payments remaining in the Contract Owner's certain period at
the time of request for this benefit
t = number of days remaining until that payment is made, adjusting for leap
years.
ILLUSTRATION:
Amount Annuitized $12,589.80
Annuity Option Life with 10 year certain period
Annuity Payments $1,000 Annually -- first payment immediately
For the purposes of illustration, assume after two years (immediately preceding
the third payment), You choose to receive full liquidity, and the current rate
of return that We are then crediting for 8 year Fixed Period (Term Certain)
annuitizations is 4.00%. The total amount available for liquidity is calculated
as follows:
1000 + (1000/1.04) + (1000/1.04)2 + (1000/1.04)3 + (1000/1.04)4 +
(1000/1.04)5 + (1000/1.04)6 + (1000/1.04)7 = $7002.06
The surrender penalty is calculated as 5% of $7,002.06, or $350.10.
The net result to You after subtraction of the surrender penalty of $350.10
would be $6,651.96.
You would receive no more payments for 8 years. After 8 years, if You are still
living, You will receive $1,000 annually until Your death.
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PAYMENT OPTIONS
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ELECTION OF OPTIONS
While the Annuitant is alive, You can change Your Annuity option selection any
time up to the Maturity Date. Once Annuity Payments have begun, no further
elections are allowed.
During the Annuitant's lifetime, if You do not elect otherwise before the
Maturity Date, We will pay You (or another designated payee) the first of a
series of monthly Annuity Payments based on the life of the Annuitant, in
accordance with Annuity Option 2 (Life Annuity with 120, 180 or 240 monthly
payments assured). (See below for a description of each option.) For certain
Qualified Contracts, Annuity Option 4 (Joint and Last Survivor Life Annuity --
Annuity Reduced on Death of Primary Payee) will be the automatic option as
described in the Contract.
The minimum amount that can be placed under an Annuity option will be $2,000
unless We agree to a lesser amount. If any monthly periodic payment due is less
than $100,We reserve the right to make payments at less frequent intervals, or
to pay the Contract Value in a lump-sum.
On the Maturity Date, We will pay the amount due under the Contract in
accordance with the Payment Option that You select. You may choose to receive a
single lump-sum payment. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
Annuitant must be made by the Contract Owner.
ANNUITY OPTIONS
Subject to the conditions described in "Election of Options" above, We may pay
all or any part of the Cash Surrender Value under one or more of the following
Annuity options. Payments under the Annuity options are generally made on a
monthly basis. We may offer additional options. Where required by state law or
under a qualified retirement plan, the Annuitant's sex will not be taken into
account in calculating Annuity Payments. Annuity rates will not be less than
the rates guaranteed by the Contract at the time of purchase for the assumed
investment return and option elected. Due to underwriting, administrative or
Code considerations, the choice of percentage reduction and/or the duration of
the guarantee period may be limited.
Your income payment amount will depend upon Your choices. For lifetime options,
the age and sex (where permitted) of the measuring lives (Annuitants) will also
be considered. For example, if You select an Annuity option guaranteeing
payments for Your lifetime and Your spouse's lifetime, Your payments will
typically be lower than if You select an Annuity option with payments over only
Your lifetime. Annuity options that guarantee that payments will be made for a
certain number of years regardless of whether the Annuitant or joint Annuitant
is alive (such as Options 2, as defined below) result in payments that are
smaller than with Annuity options without such a guarantee (such as Option 1,
Option 3 or Option 4, as defined below). In addition, to the extent the Annuity
options have a guarantee period, choosing a shorter guarantee period will
result in each payment being larger. Generally, if more than one frequency is
permitted under Your Contract, choosing less frequent payments will result in
each Annuity Payment being larger.
Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments
during the lifetime of the Annuitant, terminating with the last payment
preceding death. While this option offers the maximum periodic payments, there
is no assurance of a minimum number of payments nor a provision for a death
benefit for Beneficiaries.
Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The
Company will make monthly Annuity Payments during the lifetime of the
Annuitant, with the agreement that if, at the death of that person, payments
have been made for less than 120, 180 or 240 months, as elected, payments will
be continued during the remainder of the period to the Beneficiary designated.
Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make Annuity Payments during the lifetime of the Annuitant and a second person.
When either person dies, We will continue making payments to the survivor. No
further payments will be made following the death of the survivor. There is no
assurance of a minimum number of payments, nor is there a provision for a death
benefit upon the survivor's death.
Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make Annuity Payments during the lifetimes of
the Annuitant and a second person. One of the two persons will be designated as
the primary payee. The other will be designated as secondary payee. On the
death of the secondary
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payee, if survived by the primary payee, the Company will continue to make
monthly Annuity Payments to the primary payee in the same amount that would
have been payable during the joint lifetime of the two persons. On the death of
the primary payee, if survived by the secondary payee, the Company will
continue to make Annuity Payments to the secondary payee in an amount equal to
50% of the payments, which would have been made during the lifetime of the
primary payee. No further payments will be made once both payees have died.
Option 5 -- Payments for a Fixed Period (Term Certain). We will make periodic
payments for the period selected. Please note that Option 5 may not satisfy the
minimum required distribution rules for Qualified Contracts. Consult a tax
adviser before electing this option.
Option 6 -- Other Annuity Options. We will make any other arrangements for
Annuity Payments as may be mutually agreed upon.
MISCELLANEOUS CONTRACT PROVISIONS
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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 Owner, Beneficiary or Annuitant before
making any payments under this Contract that are measured by the 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 overpayments or underpayments 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.
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. Both the Company and
Brighthouse Securities are indirect, wholly owned subsidiaries of Brighthouse
Financial. Brighthouse Securities, which is Our affiliate, also acts as the
principal underwriter and distributor of some of the other annuity contracts
and 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 the 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 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.
9
There is no front-end sales load deducted from Purchase Payments to pay sales
commissions. We generally pay compensation as a percentage of Funding Options
invested in the Contract. Alternatively, We may pay lower compensation on
Funding Options but pay periodic asset-based compensation based on all or a
portion of the Contract Value. The amount and timing and compensation may vary
depending on the selling agreement but is not expected to exceed 7.5% of
Purchase Payments (if up-front compensation is paid to registered
representatives) and up to 1.50% annually of average Contract Value (if
asset-based compensation is paid to registered representatives).
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 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 from the unaffiliated broker-dealer for 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 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 to perform administrative
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
unaffiliated 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.
10
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
--------------------------------------------------------------------------------
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 Liquidity Benefit under the Contracts
will be owned by the Company. The income earned on such assets will be the
Company's income.
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
--------------------------------------------------------------------------------
Every state has unclaimed property laws that generally declare non-ERISA
("Employee Retirement Income Security Act of 1974") annuity contracts to be
abandoned 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. 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 for 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 1-800-343-8496 to make
such changes.
INFORMATION INCORPORATED BY REFERENCE
--------------------------------------------------------------------------------
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 [ ] via EDGAR File No. [ ]. The Form 10-K contains
information for the period ended December 31, [ ], 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 and not filed in accordance with SEC rules such as current reports on
Form 8-K furnished under Item 2.02 or Item 7.01.
11
There have been no material changes in the Company's affairs which have
occurred since the end of the latest fiscal year for which audited consolidated
financial statements were included in the latest Form 10-K or which have not
been described in a Form 10-Q or Form 8-K filed by the Company under the
Exchange Act.
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.
[TO BE UPDATED BY AMENDMENT]
EXPERTS
--------------------------------------------------------------------------------
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.
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 and subsidiaries' Annual Report on Form 10-K
for the year ended December 31, [ ] have been audited by [ ], 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 [ ] is [ ].
[TO BE UPDATED BY AMENDMENT]
12
APPENDIX A
--------------------------------------------------------------------------------
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.
A-1
THIS PAGE INTENTIONALLY LEFT BLANK.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be incurred in
connection with the securities being offered:
Accountant's Fees and Expenses: $7,000
Legal Fees and Expenses: $13,761
Printing Expenses: $5,550
Registration Fee: $0
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to applicable provisions of the Registrant's by-laws or internal
corporate policies adopted by the Registrant or its ultimate parent, the
directors, officers and other controlling persons of the Registrant who are
made or threatened to be made a party to an action or proceeding, may be
eligible to obtain indemnification against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred as a
result of such action or proceeding. Under the principal underwriting agreement
between the Registrant and the Underwriter, the parties have agreed to
indemnify each other against certain liabilities and expenses from legal
proceedings arising out of the Underwriter's distribution of the Contracts.
The Registrant also maintains insurance policies insuring its directors and
officers against certain liabilities they may incur in their capacity as such.
ITEM 16. EXHIBITS
(A) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1. Distribution and Principal Underwriting Agreement.
(Incorporated herein by reference to Exhibit 1 to the
Registration Statement on Form S-2, File No. 333-51804
filed December 14, 2000.)
1(a). Distribution and Principal Underwriting Agreement between
MetLife Insurance Company of Connecticut and MetLife
Investors Distribution Company (Incorporated herein by
reference to Exhibit 3(i)(a) to the Registration
Statement on Form N-4, File Nos. 333-200231/811-03365
filed April 8, 2009.)
1(c). Principal Underwriting and Distribution Agreement between
Brighthouse Life Insurance Company and Brighthouse
Securities, LLC (effective 3-6-17). Filed as Exhibit 1(a)
with Registration Statement No. 333-218126 on Form S-3 on
May 19, 2017 and incorporated herein by reference.)
1(c). Brighthouse Securities, LLC Sales Agreement. (Filed as
Exhibit 1(b) with Registration Statement No. 333-218126
on Form S-3 on July 18, 2017 and incorporated herein by
reference.)
2(a). Agreement and Plan of Merger dated as of October 20,
2006. (Incorporated herein by reference to Exhibit 1(a)
to the Registration Statement on Form S-1, File No. 333-
138472 filed on November 7, 2006.)
2(b). Resolution of Board of Directors of MetLife Insurance
Company of Connecticut (including Agreement and Plan of
Merger). (Incorporated herein by reference to Exhibit
1(b) to the Registration Statement on Form S-1, File No.
333-147912, filed on December 7, 2007).
2(c). Resolution of Board of Directors of MetLife Insurance
Company of Connecticut (including Certificate of
Conversion, Certificate of Incorporation and Certificate
of Redomestication from Connecticut). (Incorporated
herein by reference to the Registration Statement on Form
S-3, File No. 333-201857, filed on February 4, 2015.)
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4. Contracts. (Incorporated herein by reference to Exhibit 4
to Post-Effective Amendment No. 8 to the Registration
Statement on Form S-2 , File No. 033-33691 filed April
29, 1996.)
4(a). Company Name Change Endorsement. (Incorporated herein by
reference to Exhibit 4(c) to Post-Effective Amendment No.
14 to the Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4(a)(i). Company Name Change Endorsement (6-E120-14).
(Incorporated herein by reference to the Registration
Statement on Form S-3, File No. 333-201857, filed on
February 4, 2015.)
4(b). Merger Endorsement. (6--E48-07) December 7, 2007).
(Incorporated herein by reference to Exhibit 4(b) to the
Registration Statement of Form S-1, File No. 333-14712,
filed December 7, 2007.
4(c). Individual Retirement Annuity Qualification Rider.
L-22445 1-08. (Incorporated herein by reference to
Exhibit 4(c) to the Registration Statement on Form S-1,
File No. 033-33691, filed on April 9, 2008.)
4(d). Code Section 457(B) Rider for Eligible Plan of a
Governmental or a Tax Exempt Employer. L-2246565 8-07.
(Incorporated herein by reference to Exhibit 4(d) to the
Registration Statement on Form S-1 File No. 333-147912,
filed on April 9, 2008).
4(e). 403(b) Nationwide Tax Sheltered Annuity Endorsement
L-22487 (12/08). (Incorporated herein by reference to
Exhibit 4(e) to Post-Effective Amendment No. 2 to MetLife
of CT Separate Account Eleven for Variable Annuities
Registration Statement on Form N-4, File No. 333-152189,
filed April 6, 2010.)
4(f). Name Change Endorsement Brighthouse Life Insurance
Company (effective 3-6-17). 5-E132-16. (Filed herewith.)
5. Opinion re legality. (to be filed by amendment)
8. None.
15. None.
23. Consent of Independent Registered Public Accounting Firm.
(to be filed by amendment)
24. Powers of Attorney for Eric T. Steigerwalt, Myles J.
Lambert, Peter M. Carlson, John L. Rosenthal, Anant
Bhalla and Lynn A. Dumais. (Filed herewith.)
25. None.
26. None.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Item 512
of Regulation S-K:
1. To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this registration
statement:
i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price set represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement, and
iii. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that Paragraphs 1.i, 1.ii, and 1.iii do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities and Exchange Act of 1934 that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
6. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
7. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on November 16,
2017.
BRIGHTHOUSE LIFE INSURANCE COMPANY
(Registrant)
By: /s/ GREGORY E. ILLSON
---------------------------------------
Gregory E. Illson, Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on November 16, 2017.
/s/ ERIC T. STEIGERWALT* Chairman of the Board, President and Chief
------------------------
Executive Officer and a Director
Eric T. Steigerwalt
/s/ MYLES J. LAMBERT* Director and Vice President
------------------------
Myles J. Lambert
/s/ PETER M. CARLSON* Director and Vice President
------------------------
Peter M. Carlson
/s/ JOHN L. ROSENTHAL* Director, Vice President and Chief Investment
------------------------
Officer
John L. Rosenthal
/s/ ANANT BHALLA* Director, Vice President and Chief Financial
------------------------
Officer
Anant Bhalla
Director
------------------------
Conor E. Murphy
/s/ LYNN A. DUMAIS* Vice President and Chief Accounting Officer
------------------------
Lynn A. Dumais
*By: /s/ MICHELE H. ABATE
---------------------------------------
Michele H. Abate, Attorney-in-Fact, November 16, 2017
*Brighthouse Life Insurance Company. Executed by Michele H. Abate, Esquire on
behalf of those indicated pursuant to powers of attorney filed herewith.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4(f). Company Name Change Endorsement
24. Powers of Attorney