Correspondence 0001193125-23-002421 from BRIGHTHOUSE LIFE INSURANCE Co (CIK 0000733076)
BRIGHTHOUSE LIFE INSURANCE Co (CIK 0000733076)
Date: Jan. 5, 2023 · CIK: 0000733076 · Accession: 0001193125-23-002421
AI Filing Summary & Sentiment
File numbers found in text: 333-268427
Letter
Division of Investment Management Washington, DC 20549 Re: Brighthouse Life Insurance Company Initial Registration Statement on Form S-3 (File No. 333-268427)— Brighthouse Shield® Level Select Advisory Annuity
Dear Mr. Oh:
On behalf of Brighthouse Life Insurance Company (“BLIC” or the “Registrant”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided to us via telephone on November 28, 2022 and December 14, 2022 with regard to the registration statement on Form S-3 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”) with the Commission on November 17, 2022 which relates to Brighthouse Shield® Level Select Advisory Annuity, an individual single premium deferred index-linked separate account annuity contract (the “Contract”).
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. Page numbers cited herein refer to the pagination of the marked copy of the prospectus included with the Registrant’s Request for Selective Review filed via EDGAR transmission on November 22, 2022.
For ease of reference, each of the comments of the Staff is set forth below, followed by the Registrant’s response. In cases where the Registrant’s response indicates that the Registrant has proposed revised disclosure to the Registration Statement, the marked courtesy copy of the prospectus filed herewith reflects those changes.
Mr. Sonny Oh
January 5, 2023
Page
1. Cover Page—Defined Terms
Comment: Please include the definition of “financial advisor” with the first use of the term on the cover page of the prospectus.
Response: Registrant has made certain revisions to the Cover Page and “financial advisor” is now defined the first time the term is used.
2. Cover Page—Fee-Based Program-Related Disclosure
Comment: Recently the Staff has identified additional disclosure concerns relating to registered index-linked annuity contracts that are made available through the advisory channel. Specifically, the Staff has been asking registrants to include more disclosure regarding the impact of deductions to pay fees and expenses associated with an advisor’s fee-based program. In this connection, please supplement the paragraph explaining that the Contract may be purchased only if you are a participant in a fee-based program sponsored and maintained by a financial advisor with disclosure explaining that the fee charged by the financial advisor or other third party is in addition to Contract fees and expenses. Additionally, as to an owner’s ability to withdraw amounts from the Contract to pay for advisory fees, please disclose that—in addition to the treatment of such fee deductions as withdrawals—such deductions will reduce the standard death benefit and other guaranteed benefits under the Contract.
Response: Registrant has supplemented the disclosure in response to the Staff’s comment.
3. Table of Contents, Pagination
Comment: Please update the Table of Contents as necessary in connection with the Registrant’s pre-effective amendment filing. Note that the sub-header “Systematic Withdrawal Program” should appear under “WITHDRAWAL PROVISIONS.”
Response: Registrant will update the Table of Contents as necessary in connection with its pre-effective amendment filing, including an update to reflect the sub-header “Systematic Withdrawal Program” to appear under “WITHDRAWAL PROVISIONS.”
4. Special Terms—Death Benefit (pg. 5)
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
Comment: In the definition of Death Benefit Amount, add “(including any withdrawals to pay for advisory fees)” to the end of the parenthetical as follows: “(reduced proportionally by the percentage reduction in Account Value of the Shield Option(s) and the Fixed Account for each partial withdrawal (including any withdrawals to pay for advisory fees)).” Please make conforming inserts as appropriate elsewhere in the prospectus, with respect to disclosure regarding withdrawals. For instance, in the definition of Fixed Account Value, add “including any withdrawals to pay for advisory fees” after “less (c) the amount of any withdrawals.”
Response: Registrant has updated the definition of Death Benefit Amount accordingly and has made conforming updates as appropriate elsewhere in the prospectus, including in the definition of “Fixed Account Value.”
5. Interim Value Disclosure Generally (pg. 7)
Comment: Please revise the disclosure regarding Interim Value, including the definitions of Interim Value without Performance Lock and Interim Value with Performance Lock, for clarity and internal consistency. For instance, the Staff recommends clarifying that, as to Interim Value without Performance Lock, a withdrawal from a Shield Option will reduce an owner’s Interim Value by the amount withdrawn on the date of withdrawal. With respect to Interim Value with Performance Lock, the current disclosure may be inaccurate. Specifically, it appears that the Interim Value with Performance Lock is not reduced for withdrawals. Please make conforming revisions throughout the prospectus where applicable.
Response: For clarity and internal consistency, Registrant has updated disclosure relating to Interim Value where appropriate. We note that Interim Value (with or without Performance Lock) is not adjusted for withdrawals. Interim Value is equal to the Investment Amount, which is adjusted proportionately for withdrawals. After a withdrawal, the new Interim Amount is the recalculated Investment Amount.
6. Interim Value with Performance Lock (pg. 7)
Comment: In the definition of Interim Value with Performance Lock, in the parenthetical immediately following “the applicable Accrued Cap Rate,” it appears that reference to the Accrued Shield Rate should be inserted as follows: “(where the Performance Rate is the Index Performance, adjusted for the applicable Accrued Cap Rate and the Accrued Shield Rate).”
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
Response: After a Locked Index Value takes effect, Interim Value is measured from the Term Start Date to the date the index value was locked. Since a Locked Index Value can only take effect on a day when the index is higher than it was on the Term Start Date, the index performance will always be positive, and the Performance Rate will only be adjusted for the Accrued Cap Rate – never for the Accrued Shield Rate. Accordingly, Registrant respectfully declines to modify the referenced disclosure. However, for clarity and internal consistency, Registrant has updated this disclosure.
7. Investment Amount Disclosure Generally (pg. 7)
Comment: As with the Interim Value disclosure, the Staff believes that the disclosure regarding Investment Amount, including the definitions of Investment Amount without Performance Lock and Investment Amount with Performance Lock should be revised for clarity and internal consistency. For example, the definition of Investment Amount with Performance Lock includes the clause “is equal to the Investment Amount at the Term Start Date”—which does not appear in the definition of Investment Amount without Performance Lock.” Please consider whether the references to reductions in Investment Amount for withdrawals should indicate that such reductions occur at the Term Start Date, if accurate. Similarly, to the extent reductions are factored in at a particular time period (e.g., Term Start Date, Term End Date) please clarify throughout. If Investment Amount may be adjusted on an interim basis, please clarify accordingly. Please make conforming revisions throughout the prospectus (e.g., under the captions “INVESTMENT AMOUNT,” and “CALCULATING YOUR INVESTMENT AMOUNT ON A TERM END DATE,” pg. 25).
Response: For clarity and internal consistency, Registrant has updated disclosure throughout the prospectus as it relates to Investment Amount.
8. Investment Amount without Performance Lock (pg. 7)
Comment: The definition of Investment Amount without Performance Lock states that “The Investment Amount, for each Shield Option, is the amount that is allocated to the Shield Option and subsequently reflects all withdrawals and adjustments at the Term End Date.” Please clarify what type of adjustments are being referred to in the foregoing sentence.
Response: Registrant has supplemented the definition of Investment Amount without Performance Lock in response to the Staff’s comment.
9. Performance Lock Factor (pg. 8)
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
Comment: Please revise the definition of Performance Lock Factor to explain that it is “a charge equal to a percentage reduction in…” –i.e., rather than “a small percentage reduction in…etc.” Additionally, please reconcile clause (a) of the definition, which refers to “(a) the Interim Value with Performance Lock to the end of the Term” with disclosure in the summary table under Key Features of the Contract, in the row titled “Performance Lock Benefit – Performance Lock,” which refers to “(a) the Interim Value prior to the end of the Term.”
Response: The Performance Lock Factor is not a charge. It is a variable in the formula that is used to calculate Interim Value with Performance Lock and Investment Amount with Performance Lock, as the case may be. By way of example, the definition of Interim Value set forth in the Performance Lock rider to the Contract provides as follows:
For any Shield Option with a Locked Index Value, on any Business Day prior to the end of the Term, the Interim Value is equal to the Investment Amount in the Shield Option at the beginning of the Term reduced for any withdrawal by the same percentage that the withdrawal reduces the Interim Value attributable to that Shield Option, adjusted for the Index Performance (using the Locked Index Value defined above) of the associated Index and subject to the applicable Accrued Cap Rate (where the Performance Rate during a particular Term is the Index Performance, adjusted for the applicable Accrued Cap Rate), multiplied by the Performance Lock Factor as defined below (emphasis added).
The term “charge” as it relates to a variable annuity contract refers to an explicit amount that is taken out of a contract owner’s account value or subtracted during the calculation of accumulation unit value. In each case, that amount represents an asset that a contract owner owns and then transfers ownership of to the insurance company or separate account. The Performance Lock Factor, on the other hand, is simply a variable in the formula used to calculate Interim Value or Investment Amount in the case of a contract with a Locked Index Value.
For example, in Example 2.2 – Calculating your Interim Value with Performance Lock – to arrive at Interim Value, the Investment Amount of $100,000 is increased by the Performance Rate Adjustment of $5,000, and then multiplied by 97%, the amount of the Performance Lock Factor. The Contract Owner never “owned” the remaining 3% of the Investment Amount.
In summary, the Performance Lock Factor is no more a charge than is the operation of the Cap Rate under the Contract. The Cap Rate permits Brighthouse to offer downside protection because upside appreciation is capped formulaically. Similarly, the Performance Lock Factor permits Brighthouse to offer the ability to lock in positive index performance by formulaically capping Interim Value with Performance Lock and Investment Amount with Performance Lock.
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
For these reasons, Registrant believes that the current disclosure is accurate and that it would be incorrect to term the Performance Lock Factor a “charge.” However, Registrant has revised the definition of Performance Lock Factor to address the Staff’s concern regarding the use of the term “a small percentage” and to generally clarify the operation of the Performance Lock Factor as part of the formula used to calculate Investment Amount or Interim Amount, as the case may be.
10. Performance Rate (pg. 8)
Comment: Please revise the disclosure regarding the Performance Rate, including the definition under SPECIAL TERMS and elsewhere in the prospectus as appropriate for clarity and internal consistency. For instance, the definition of Performance Rate states that it is
“The rate credited at the Term End Date. The Performance Rate is based on the Index Performance, adjusted for the applicable Shield Rate, Cap Rate or Step Rate. The Performance Rate can be positive, zero or negative. At the end of the Term, any increase or reduction in the Investment Amount in a particular Shield Option is determined by multiplying the Performance Rate by the Investment Amount of the Shield Option on the last day of the Term.”
It appears that the foregoing disclosure—and specifically, the references to “Term End Date,” “At the end of the Term” and “last day of the Term,” may be inaccurate or imprecise if the Performance Rate is applied to the Investment Amount at the Term Start Date. To the extent necessary, please make conforming revisions to the Performance Rate Adjustment definition and related disclosure elsewhere in the prospectus.
Response: Registrant notes that Performance Rate is not applied to Investment Amount at Term Start Date. For purposes of clarity, we have revised definitions of Performance Rate and Performance Rate Adjustment. The revisions reflect the fact that Performance Rate and Performance Rate Adjustment are used in determining Interim Value and not limited to Term End Date calculations. For example, to determine Interim Value, the Performance Rate is calculated by adjusting Index Performance for the applicable Accrued Shield Rate, Accrued Cap Rate or Accrued Step Rate. To determine Investment Amount on the Term End Date, the Performance Rate is calculated by adjusting Index Performance for the applicable Shield Rate, Cap Rate or Step Rate.
11. References to “Company” (pg. 8)
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
Comment: The Staff notes that Brighthouse Life Insurance Company is defined on the prospectus cover page as “BLIC,” “we,” “our” or “us.” However, the term “Company” is used in various places in the prospectus (see, e.g., references to “the Company’s website,” including under the sub-captions “Cap Rate” and “Step Rate,” under the caption “RATE CREDITING TYPES” on pg. 24). Please revise the definition or change the foregoing references to “BLIC.”
Response: Registrant has revised the prospectus to replace references to the term “Company” with “BLIC,” “we,” “our,” or “us,” as appropriate.
12. SUMMARY—reference to Shield 10 (pg. 10)
Comment: In the third paragraph under the caption “SUMMARY,” the third sentence begins with “If you select a 1-Year Term… etc.” It appears
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filename1.htm
SEC Response 333-268427
ATTORNEYS AT LAW
1025 Thomas Jefferson Street, NW | Suite 400 West
Washington, DC 20007-5208
202.965.8100 | fax
202.965.8104
www.carltonfields.com
W. Thomas Conner
Shareholder
202.9658139 Direct Dial
TConner@carltonfields.com
Atlanta
Florham Park
Hartford
Los Angeles
Miami
New York
Orlando
Tallahassee
Tampa
Washington, DC
West Palm Beach
January 5, 2023
VIA ELECTRONIC MAIL AND EDGAR TRANSMISSION
Mr. Sonny Oh
Senior Counsel
Division of Investment Management
Disclosure Review
and Accounting Office
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:
Brighthouse Life Insurance Company
Initial Registration Statement on Form S-3 (File
No. 333-268427)—
Brighthouse Shield® Level Select Advisory Annuity
Dear Mr. Oh:
On behalf of Brighthouse
Life Insurance Company (“BLIC” or the “Registrant”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided to us via telephone
on November 28, 2022 and December 14, 2022 with regard to the registration statement on Form S-3 (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the
“Securities Act”) with the Commission on November 17, 2022 which relates to Brighthouse Shield® Level Select Advisory Annuity, an individual single premium deferred index-linked separate account annuity contract (the
“Contract”).
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. Page
numbers cited herein refer to the pagination of the marked copy of the prospectus included with the Registrant’s Request for Selective Review filed via EDGAR transmission on November 22, 2022.
For ease of reference, each of the comments of the Staff is set forth below, followed by the Registrant’s response. In cases where the
Registrant’s response indicates that the Registrant has proposed revised disclosure to the Registration Statement, the marked courtesy copy of the prospectus filed herewith reflects those changes.
Mr. Sonny Oh
January 5, 2023
Page
2
1.
Cover Page—Defined Terms
Comment: Please include the definition of “financial advisor” with the first use of the
term on the cover page of the prospectus.
Response: Registrant has made certain revisions to
the Cover Page and “financial advisor” is now defined the first time the term is used.
2.
Cover Page—Fee-Based Program-Related Disclosure
Comment: Recently the Staff has identified additional disclosure concerns relating to registered index-linked
annuity contracts that are made available through the advisory channel. Specifically, the Staff has been asking registrants to include more disclosure regarding the impact of deductions to pay fees and expenses associated with an advisor’s fee-based program. In this connection, please supplement the paragraph explaining that the Contract may be purchased only if you are a participant in a fee-based program
sponsored and maintained by a financial advisor with disclosure explaining that the fee charged by the financial advisor or other third party is in addition to Contract fees and expenses. Additionally, as to an owner’s ability to withdraw
amounts from the Contract to pay for advisory fees, please disclose that—in addition to the treatment of such fee deductions as withdrawals—such deductions will reduce the standard death benefit and other guaranteed benefits under the
Contract.
Response: Registrant has supplemented the disclosure in response to the Staff’s comment.
3.
Table of Contents, Pagination
Comment: Please update the Table of Contents as necessary in connection with the Registrant’s pre-effective amendment filing. Note that the sub-header “Systematic Withdrawal Program” should appear under “WITHDRAWAL PROVISIONS.”
Response: Registrant will update the Table of Contents as necessary in connection with its pre-effective amendment filing, including an update to reflect the sub-header “Systematic Withdrawal Program” to appear under “WITHDRAWAL PROVISIONS.”
4.
Special Terms—Death Benefit (pg. 5)
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
3
Comment: In the definition of Death Benefit
Amount, add “(including any withdrawals to pay for advisory fees)” to the end of the parenthetical as follows: “(reduced proportionally by the percentage reduction in Account Value of the Shield Option(s) and the Fixed Account for
each partial withdrawal (including any withdrawals to pay for advisory fees)).” Please make conforming inserts as appropriate elsewhere in the prospectus, with respect to disclosure regarding withdrawals. For
instance, in the definition of Fixed Account Value, add “including any withdrawals to pay for advisory fees” after “less (c) the amount of any withdrawals.”
Response: Registrant has updated the definition of Death Benefit Amount accordingly and has made
conforming updates as appropriate elsewhere in the prospectus, including in the definition of “Fixed Account Value.”
5.
Interim Value Disclosure Generally (pg. 7)
Comment: Please revise the disclosure regarding Interim Value, including the definitions of
Interim Value without Performance Lock and Interim Value with Performance Lock, for clarity and internal consistency. For instance, the Staff recommends clarifying that, as to Interim Value without Performance Lock, a withdrawal
from a Shield Option will reduce an owner’s Interim Value by the amount withdrawn on the date of withdrawal. With respect to Interim Value with Performance Lock, the current disclosure may be inaccurate. Specifically, it appears that the
Interim Value with Performance Lock is not reduced for withdrawals. Please make conforming revisions throughout the prospectus where applicable.
Response: For clarity and internal consistency, Registrant has updated disclosure relating to
Interim Value where appropriate. We note that Interim Value (with or without Performance Lock) is not adjusted for withdrawals. Interim Value is equal to the Investment Amount, which is adjusted proportionately for withdrawals. After a
withdrawal, the new Interim Amount is the recalculated Investment Amount.
6.
Interim Value with Performance Lock (pg. 7)
Comment: In the definition of Interim Value with Performance Lock, in the parenthetical
immediately following “the applicable Accrued Cap Rate,” it appears that reference to the Accrued Shield Rate should be inserted as follows: “(where the Performance Rate is the Index Performance, adjusted for the applicable Accrued
Cap Rate and the Accrued Shield Rate).”
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
4
Response: After a Locked Index Value takes effect, Interim
Value is measured from the Term Start Date to the date the index value was locked. Since a Locked Index Value can only take effect on a day when the index is higher than it was on the Term Start Date, the index performance will always be positive,
and the Performance Rate will only be adjusted for the Accrued Cap Rate – never for the Accrued Shield Rate. Accordingly, Registrant respectfully declines to modify the referenced disclosure. However, for clarity and internal consistency,
Registrant has updated this disclosure.
7.
Investment Amount Disclosure Generally (pg. 7)
Comment: As with the Interim Value disclosure, the Staff believes that the disclosure regarding Investment Amount,
including the definitions of Investment Amount without Performance Lock and Investment Amount with Performance Lock should be revised for clarity and internal consistency. For example, the definition of Investment
Amount with Performance Lock includes the clause “is equal to the Investment Amount at the Term Start Date”—which does not appear in the definition of Investment Amount without Performance Lock.” Please consider
whether the references to reductions in Investment Amount for withdrawals should indicate that such reductions occur at the Term Start Date, if accurate. Similarly, to the extent reductions are factored in at a particular time period (e.g., Term
Start Date, Term End Date) please clarify throughout. If Investment Amount may be adjusted on an interim basis, please clarify accordingly. Please make conforming revisions throughout the prospectus (e.g., under the captions “INVESTMENT
AMOUNT,” and “CALCULATING YOUR INVESTMENT AMOUNT ON A TERM END DATE,” pg. 25).
Response:
For clarity and internal consistency, Registrant has updated disclosure throughout the prospectus as it relates to Investment Amount.
8.
Investment Amount without Performance Lock (pg. 7)
Comment: The definition of Investment Amount without Performance Lock states that “The Investment
Amount, for each Shield Option, is the amount that is allocated to the Shield Option and subsequently reflects all withdrawals and adjustments at the Term End Date.” Please clarify what type of adjustments are being referred to in the foregoing
sentence.
Response: Registrant has supplemented the definition of Investment Amount without Performance Lock in
response to the Staff’s comment.
9.
Performance Lock Factor (pg. 8)
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
5
Comment: Please revise the definition of
Performance Lock Factor to explain that it is “a charge equal to a percentage reduction in…” –i.e., rather than “a small percentage reduction in…etc.” Additionally, please reconcile clause (a) of the
definition, which refers to “(a) the Interim Value with Performance Lock to the end of the Term” with disclosure in the summary table under Key Features of the Contract, in the row titled “Performance Lock Benefit –
Performance Lock,” which refers to “(a) the Interim Value prior to the end of the Term.”
Response: The Performance Lock Factor is not a charge. It is a variable in the formula that is used
to calculate Interim Value with Performance Lock and Investment Amount with Performance Lock, as the case may be. By way of example, the definition of Interim Value set forth in the Performance Lock rider to the Contract provides as follows:
For any Shield Option with a Locked Index Value, on any Business Day prior to the end of the Term, the Interim Value is equal to the
Investment Amount in the Shield Option at the beginning of the Term reduced for any withdrawal by the same percentage that the withdrawal reduces the Interim Value attributable to that Shield Option, adjusted for the Index Performance (using the
Locked Index Value defined above) of the associated Index and subject to the applicable Accrued Cap Rate (where the Performance Rate during a particular Term is the Index Performance, adjusted for the applicable Accrued Cap Rate), multiplied by
the Performance Lock Factor as defined below (emphasis added).
The term “charge” as it relates to a
variable annuity contract refers to an explicit amount that is taken out of a contract owner’s account value or subtracted during the calculation of accumulation unit value. In each case, that amount represents an asset that a contract
owner owns and then transfers ownership of to the insurance company or separate account. The Performance Lock Factor, on the other hand, is simply a variable in the formula used to calculate Interim Value or Investment Amount in the case of a
contract with a Locked Index Value.
For example, in Example 2.2 – Calculating your Interim Value with Performance
Lock – to arrive at Interim Value, the Investment Amount of $100,000 is increased by the Performance Rate Adjustment of $5,000, and then multiplied by 97%, the amount of the Performance Lock Factor. The Contract Owner never
“owned” the remaining 3% of the Investment Amount.
In summary, the Performance Lock Factor is no more a charge than is
the operation of the Cap Rate under the Contract. The Cap Rate permits Brighthouse to offer downside protection because upside appreciation is capped formulaically. Similarly, the Performance Lock Factor permits Brighthouse to offer the ability to
lock in positive index performance by formulaically capping Interim Value with Performance Lock and Investment Amount with Performance Lock.
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
6
For these reasons, Registrant believes that the current disclosure is accurate and that
it would be incorrect to term the Performance Lock Factor a “charge.” However, Registrant has revised the definition of Performance Lock Factor to address the Staff’s concern regarding the use of the term “a small
percentage” and to generally clarify the operation of the Performance Lock Factor as part of the formula used to calculate Investment Amount or Interim Amount, as the case may be.
10.
Performance Rate (pg. 8)
Comment: Please revise the disclosure regarding the Performance Rate, including the
definition under SPECIAL TERMS and elsewhere in the prospectus as appropriate for clarity and internal consistency. For instance, the definition of Performance Rate states that it is
“The rate credited at the Term End Date. The Performance Rate is based on the Index Performance, adjusted for the applicable
Shield Rate, Cap Rate or Step Rate. The Performance Rate can be positive, zero or negative. At the end of the Term, any increase or reduction in the Investment Amount in a particular Shield Option is determined by multiplying the Performance Rate by
the Investment Amount of the Shield Option on the last day of the Term.”
It appears that the foregoing disclosure—and
specifically, the references to “Term End Date,” “At the end of the Term” and “last day of the Term,” may be inaccurate or imprecise if the Performance Rate is applied to the Investment Amount at the Term Start Date. To
the extent necessary, please make conforming revisions to the Performance Rate Adjustment definition and related disclosure elsewhere in the prospectus.
Response: Registrant notes that Performance Rate is not applied to Investment Amount at Term Start
Date. For purposes of clarity, we have revised definitions of Performance Rate and Performance Rate Adjustment. The revisions reflect the fact that Performance Rate and Performance Rate Adjustment are used in determining Interim Value and not
limited to Term End Date calculations. For example, to determine Interim Value, the Performance Rate is calculated by adjusting Index Performance for the applicable Accrued Shield Rate, Accrued Cap Rate or Accrued Step Rate. To determine Investment
Amount on the Term End Date, the Performance Rate is calculated by adjusting Index Performance for the applicable Shield Rate, Cap Rate or Step Rate.
11.
References to “Company” (pg. 8)
Carlton Fields, P.A.
Carlton Fields practices law in California through Carlton Fields, LLP
Mr. Sonny Oh
January 5, 2023
Page
7
Comment: The Staff notes that Brighthouse Life Insurance Company is
defined on the prospectus cover page as “BLIC,” “we,” “our” or “us.” However, the term “Company” is used in various places in the prospectus (see, e.g., references to “the Company’s
website,” including under the sub-captions “Cap Rate” and “Step Rate,” under the caption “RATE CREDITING TYPES” on pg. 24). Please revise the definition
or change the foregoing references to “BLIC.”
Response: Registrant has revised the prospectus
to replace references to the term “Company” with “BLIC,” “we,” “our,” or “us,” as appropriate.
12.
SUMMARY—reference to Shield 10 (pg. 10)
Comment: In the third paragraph under the caption “SUMMARY,” the third sentence begins with
“If you select a 1-Year Term… etc.” It appears