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 Units with a Market
100,000,000 Not applicable $100,000,000 $12,450
Value Adjustment Cash Out Feature
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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 $100,000,000 in securities identified in the fee table
above, pursuant to Rule 415(a)(6) under the Securities Act, this Registration
Statement carries forward approximately [ ] of unsold securities that were
previously registered on the Form S-3 registration statement (File
No. 333-209162), initially filed January 29, 2016, by Brighthouse Life Insurance
Company (formerly known as MetLife Insurance Company USA). Because a filing fee
of [$ ] 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. 333-209162), initially filed January 29, 2016, 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
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 Contracts. 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 relevant Separate Account are
disclosed in greater detail in the related Contract prospectuses. 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 ("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
When a Market Value Adjustment and Surrender charges
Apply -- General.......................................... 6
The Insurance Company -- Risk............................... 6
The Annuity Contract and Your Retirement Plan............... 6
Section 403(b) Plan Terminations.......................... 7
Other Plan Terminations................................... 7
The Registered Fixed Account Option......................... 7
The Accumulation Period................................... 8
Purchase Payments......................................... 8
Purchase Payments -- Section 403(b) Plans................. 8
Declared Interest Rates of the Initial and Subsequent
Renewal Periods......................................... 8
Cash Values............................................... 9
Surrenders.................................................. 9
General................................................... 9
Payment of Full or Partial Surrenders..................... 9
Contract Discontinuance................................... 9
Market Value Adjustment................................... 10
Example of Negative Market Adjusted Value:................ 10
Example of Positive Market Adjusted Value:................ 11
Loans..................................................... 13
Annuity Period............................................ 13
PAGE
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Restrictions on Financial Transactions.................... 14
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..................................................... 19
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 through the end of the first calendar year
during which the Contract was purchased and successive 12-month periods
thereafter 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.
3
MARKET ADJUSTED VALUE -- The value of funds held in the Registered Fixed
Account Option increased or decreased by the Market Value Adjustment.
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 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 contracts 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
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If Your Cash 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
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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 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 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 our 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
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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 Purchase Payments, withdrawals, transfers, loans, the
death benefit and pay-out options.
6
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.
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 this
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
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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.
7
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
Pursuant to regulations promulgated under Section 403(b) of the Code that
became effective on January 1, 2009, employers must meet certain requirements
in order for their employees' annuity contracts that fund these programs to
retain a tax deferred status under Section 403(b) of the Code. 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) of the Code under certain
conditions (so-called "90-24 transfers"). The 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 these employer
requirements.
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.
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.
8
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
--------------------------------------------------------------------------------
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.
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 DISCONTINUANCE
If the Plan discontinues the Contract, no further Purchase Payments or
transfers will be allowed from the time We receive notice. The Market Value
Adjustment, if any, (calculated as of a date requested by the Plan within 60
days before the date of discontinuance) is based upon the greater of the Plan's
Cash Value in the Registered Fixed Account Option on the date of discontinuance
or 30 days prior to the date of discontinuance. We will apply any resulting
Market Value Adjustment (positive or negative) to the Plan which will then
determine any application to Participants Individual Accounts. If You are a
Participant, contact Your Plan Administrator/Trustee or Your employer regarding
whether the Market Value Adjustment will affect a Participant's Individual
Account when the Contract is terminated. The Company does not assess Market
Value Adjustment charges against the Separate Account, and the Market Value
Adjustment assessed will never exceed the amount allocated to the Registered
Fixed Account Option. 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.
9
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 Market Value Adjustment will not apply and 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 a 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.
If the Contract Owner requests a full surrender of the Contract or of all the
Cash Value held in the Registered Fixed Account Option for reasons other than
discussed above, 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 without application of the Market Value
Adjustment if the Company discontinues the Contract. We are not applying the
Market Value Adjustment to the Unallocated Group Variable Annuity Contract.
MARKET VALUE ADJUSTMENT
Market Adjusted Values are based on a Plan's Cash Value in the Registered Fixed
Account Option. The Plan will determine any application of a Market Value
Adjustment to a Participant's Individual Account. If You are a Participant,
contact Your Plan Administrator/Trustee or Your employer regarding whether the
Market Value Adjustment will affect a Participant's Individual Account when the
Contract is terminated.
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
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.
+ 25 basis points is the margin to cover liquidating the specific level of
assets when a Market Adjusted Value calculation is triggered. The rate is
set by the underlying contract as part of the overall market adjustment
formula.
The Market Adjusted Value will be greater than the Cash Surrender Value when
the credited rates on new deposits are more than 0.25% (0.0025) higher than the
weighted average interest rate credited to the Contract. The Market Adjusted
Value will be less than the Contract Value when the credited rates on new
deposits are lower than the weighted average interest rate credited to the
Contract, or less than 0.25% (0.0025) higher.
EXAMPLE OF NEGATIVE MARKET ADJUSTED VALUE:
A negative Market Adjusted Value results when credited interest rates are
higher on new deposits than the weighted average interest rate credited to the
Contract.
Assume new deposits are crediting 4.50%, and the weighted average interest rate
credited to the Contract is 4.00%. The Cash Value at the time of discontinuance
is $100,000.
The Market Adjusted Value would be
$96,470.95 = $100,000 * (1+0.04)5 /(1+0.045+0.0025)5
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EXAMPLE OF POSITIVE MARKET ADJUSTED VALUE:
A positive Market Adjusted Value generally results when credited interest rates
are lower on new deposits than the weighted average interest rate credited to
the Contract.
Assume new deposits are credited 4.50%, and the weighted average interest rate
credited to the Contract is 5.00%. The Cash Value at the time of discontinuance
is $100,000.
The Market Adjusted Value would be
$101,199.03 = $100,000 * (1+0.05)5 /(1+0.045+0.0025)5
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
11
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.
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 certain
limits. 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. For loans not subject to
ERISA, the maximum loan interest rate is 7.4% per year. For loans subject to
ERISA, the maximum loan interest will not exceed the greater of (i) a current
Moody's Corporate Bond Yield Average or similar average stated in Your
Contract, or (ii) the rate used to compute the Cash Surrender Value under the
Registered Fixed Account Option (see "Surrenders - Market Value Adjustment")
plus 1% per annum.
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
--------------------------------------------------------------------------------
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.
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.
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. 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 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. 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 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 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
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.
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 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.
17
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 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
--------------------------------------------------------------------------------
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.
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]
18
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]
19
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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
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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: $16,461
Printing Expenses: $1,157
Registration Fee: $12,450
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(a). MetLife Investors Distribution Company (Enterprise
Selling Agreement 09-12). (Filed as Exhibit 1(a) with
Registration Statement No. 333-207091 on Form S-3 on
December 9, 2015 and incorporated herein by reference.)
1(b). Distribution and Principal Underwriting Agreement
(effective November 24, 2009). (Filed as Exhibit 1(b)
with Registration Statement No. 333-207091 on Form S-3 on
December 9, 2015 and incorporated herein by reference.)
1(c). Amendment to Distribution and Principal Underwriting
Agreement (dated August 14, 2014). (Filed as Exhibit 1(c)
with Registration Statement No. 333-207091 on Form S-3 on
December 9, 2015 and incorporated herein by reference.)
1(d). Amendment No. 2 to Distribution and Principal
Underwriting Agreement (dated December 7, 2015). (Filed
as Exhibit 1(d) with Registration Statement No. 333-208664
on Form S-3 on December 21, 2015 and incorporated herein
by reference.)
1(e). 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(f). 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.
333-147911 filed on December 7, 2007.)
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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 Exhibit 2(c) to the Registration
Statement on Form S-3, File No. 333-201857, filed on
February 4, 2015.)
4. Contracts. (Incorporated herein by reference to Exhibit 4
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-4, File No. 333-58809, filed November
3, 1998.)
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 Exhibit 4(a)(i) 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 on Form S-1, File No. 333-147911
filed on December 7, 2007.)
4(c). Roth 401 Endorsement. (Incorporated herein by reference
to Exhibit 4(d) to Post-Effective Amendment No. 14 to The
Travelers Fund ABD for Variable Annuities to the
Registration Statement on Form N-4, File Nos.
033-65343/811-07645 filed April 6, 2006.)
4(c)(i). Roth 403(b) Endorsement. (Incorporated herein by
reference to Exhibit 4(e) to Post-Effective Amendment No.
14 to The Travelers Fund ABD for Variable Annuities to
the Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4(d). Fixed Account Rider, Form L-14638Ed -- 1-96. (Certain
unified plans under Section 401 of the Code).
(Incorporated herein by reference to Exhibit 4(d) to the
Registration Statement on Form S-1, File No. 333-147911
filed April 9, 2008).
4(e). Fixed Account Rider, Form L-22155A Ed -- 9-06 (all
markets). (Incorporated herein by reference to Exhibit
4(e) to the Registration Statement on Form S-1, File No.
333-147911 filed April 9, 2008).
4(f). Fixed Account Rider, Form L14708A Ed -- 9-06 (all markets
except non-ERISA 403(b) and 457 Gov't plans subject to
Deferred Comp Board Rules). (Incorporated herein by
reference to Exhibit 4(f) to the Registration Statement
on Form S-1, File No. 333-147911 filed April 9, 2008).
4(g). Fixed Account Rider, Form L-22434 NYA Ed -- 9-06 (for 457
Gov't plans subject to Deferred Comp Board Rules).
(Incorporated herein by reference to Exhibit 4(g) to the
Registration Statement on Form S-1, File No. 333-147911
filed April 9, 2008).
4(h). 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(i). 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.
12. None.
15. None.
23. Consent of Independent Registered Public Accounting Firm.
(to be filed by amendment)
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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(i). Company Name Change Endorsement
24. Powers of Attorney