Correspondence 0001193125-23-168850 from BRIGHTHOUSE LIFE INSURANCE Co (CIK 0000733076)
BRIGHTHOUSE LIFE INSURANCE Co (CIK 0000733076)
Date: June 16, 2023 · CIK: 0000733076 · Accession: 0001193125-23-168850
AI Filing Summary & Sentiment
File numbers found in text: 333-268618
Letter
Division of Investment Management Re: Brighthouse Life Insurance Company Brighthouse SmartGuard Plus Initial Registration Statement on Form S-3 File No. 333-268618
Dear Mr. Oh,
On behalf of Brighthouse Life Insurance Company (the “Company”), we are responding to the comments you conveyed to me and Alex Stith on June 7th and June 8th, 2023 with regard to the Company’s above-referenced filing (the “initial registration statement”). This letter has been filed as Correspondence and the Company will make corresponding changes to the initial registration statement reflecting revisions in response to the Staff’s comments. A courtesy blackline will be provided to the Staff.
For your convenience, the Staff’s comments are repeated below, followed by the Company’s response.
General
1. Comment: Where a comment is made with regard to the disclosure in one location, it is applicable to disclosure occurring elsewhere in the registration statement.
Response: The Company confirms.
Front Cover Page
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
2. Comment: With regard to the second sentence of the fourth paragraph, please also include the disclosure found on p. 22 in the second paragraph under the heading “Availability of Indexed Accounts.”
Response: The Company has made the requested revisions.
3. Comment: In the third sentence of the fourth paragraph, please change the phrase, “at an additional cost,” to state, “which is automatically included in the Policy at an additional cost.”
Response: The Company has made the requested revisions.
Special Terms
4. Comment: In the definition of “Business Day,” please define the acronym “NYSE.”
Response: The Company has made the requested revisions.
5. Comment: In the definition of “Distribution Payment,” please revise the first sentence to state, “Represents the amounts you receive under the GDR beginning on the Distribution Start Date.” Please also clarify in the definition that Distribution Payments are loans, or forms of loans.
Response: The Company has made the requested revisions.
6. Comment: In the definition of “Excess Loan,” please make clear that an Excess Loan occurs when there is a loan outstanding.
Response: The Company has made the requested revisions.
7. Comment: In the definition of “Interim Segment Value”:
a. Beginning at the top of p. 7, in the third line, please change “Policy Cash Value,” which is not a defined term, to “Cash Value,” or “Policy’s Cash Value.”
Response: The Company has made the requested revisions.
b. Throughout the prospectus, please be consistent when listing the various triggering events for the Interim Segment Value calculation. Consider using the phrasing in the definition of “Interim Segment Value” any time this list of triggering events is restated.
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
Response: The Company has made the requested revisions.
8. Comment: In the definition of “Lifetime Lapse Prevention Benefit,” assuming the change in comment no. 6 is made to clarify the definition of “Excess Loan,” please use the original language of the definition.
Response: The Company has made the requested revisions.
9. Comment: In the definition of “One-time Payment,” please insert the word “cumulative” before “Maximum Distribution Payment” in the first line.
Response: The Company has made the requested revisions.
10. Comment: In the definition of “Segment Credit,” please delete the phrase “in this prospectus and….” in the last sentence and consistently use the “new” term “Segment Credit” throughout the prospectus.
Response: The Company has made the requested revisions.
11. Comment: In the definition of “Segment Performance Rate,” please delete the phrase “in this prospectus and…” in the last sentence and consistently use the “new” term “Segment Performance Rate” throughout the prospectus.
Response: The Company has made the requested revisions.
Summary
12. Comment: In the last paragraph on p. 10, in the third sentence, please bold or otherwise emphasize the disclosure stating that Segment Value allocated to a maturing Indexed Account will automatically be renewed into the same Indexed Account unless instructions are given otherwise.
Response: The Company has made the requested revisions.
13. Comment: In the third paragraph on p. 11, please be consistent when listing the triggering events for the Interim Segment Value calculation. Please refer to comment no. 7(b).
Response: The Company has made the requested revisions.
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
14. Comment: After the third paragraph on p. 11, please add a brief description at the end of the paragraph explaining what “Segment Value” is used for, explain that it is calculated differently from the Interim Segment Value, and explain how it is calculated.
Response: The Company has made the requested revisions.
15. Comment: In the fourth paragraph on p. 11, please replace the parenthetical in the first sentence with the following: “defined in the “Special Terms” section above as ‘Interim Segment Value.’”
Response: The Company has made the requested revisions.
16. Comment: On p. 11 in the fourth paragraph from the bottom, please revise the sentence to state that, “The Policy is only available in those states where it has been approved for sale.”
Response: The Company has made the requested revisions.
17. Comment: On. p. 11, in the third paragraph from the bottom regarding right to substitute indexes, please revise pursuant to the April comment for the New York product.
Response: The Company has made the requested revisions.
18. Comment: On p. 15, in the section “Access to Your Money”:
a. In the second paragraph regarding ways to take a loan, please confirm the first method. Because “Cash Value” is defined to include the Loan Account, please consider revising “Cash Value” to “unloaned Cash Value.”
Response: The Company has made the requested revisions.
b. With regard to the second bullet point, please add an example in Appendix D to illustrate the calculation of the One-Time Payment. Please also add a cross-reference in the second bullet point to Appendix D.
Response: The Company has made the requested revisions.
Fee Tables
19. Comment: Generally, the Fee Table should be similar to that prescribed in Form N-6. Accordingly, in the first paragraph under the heading, please delete “and Rider”.
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
Response: The Company has made the requested revisions.
20. Comment: In the “Transaction Charges” table, in the first row of the last column, please delete footnote 1.
Response: The Company has made the requested revisions.
21. Comment: In the “Transaction Charges” table, loan interest should be moved to Periodic Charges table below. Please also remove the parenthetical information in the middle column for “Loan Interest,” or instead put this information in a footnote.
Response: The Company has made the requested revisions.
22. Comment: In footnote 1 to the “Transaction Charges” table, please delete the third and fourth sentences, which go beyond what Form N-6 dictates for that footnote.
Response: The Company has made the requested revisions.
23. Comment: At the end of footnote 2 to the “Transaction Charges” table, please revise to state that the interest “could be as much as 7%.”
Response: The Company has made the requested revisions.
24. Comment: At the top of p. 18 in the first paragraph above the table, please delete the second sentence.
Response: The Company has made the requested revisions.
25. Comment: In the Periodic Charges table, please confirm the accuracy of the maximum Annual Cost of Insurance charge. It currently states “$1,000 per $1,000 of net amount at risk.”
Response: The Company has confirmed the accuracy. We deduct the Cost of Insurance on an annual basis. If we were to deduct monthly, the amount would be approximately $83.33 per $1,000 of net amount at risk.
26. Comment: In footnote 7 to the Periodic Charges table, please explain the impact that Distribution Payments have on the Face Amount. Additionally, please add disclosure
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
elsewhere in the prospectus addressing how Distribution Payments affect the Face Amount (and charges), in addition to the Death Benefit.
Response: Distribution Payments do not impact the Face Amount. Respectfully, the Company declines to make any disclosure changes.
Risk Factors
27. Comment: On p. 19 in the first paragraph under “Interim Segment Value,” please be consistent when listing the triggering events for the Interim Segment Value calculation. Please refer to comment no. 7(b).
Response: The Company has made the requested revisions.
28. Comment: On p. 20, at the end of the last bullet point, please add “or Segment Index Performance was positive,” similar to the end of the second bullet.
Response: The Company has made the requested revisions.
29. Comment: On p. 21 under “GDR Risks,” in the second line of the second paragraph, please delete the parenthetical and instead add “outside of your scheduled Distribution Payments” after “taken.”
Response: The Company has made the requested revisions.
30. Comment: On p. 21 under “GDR Risks” in the second paragraph, please make clear that the GDR will terminate if an additional (Excess) loan is taken, even when the One-Time Payment is not available. Please also indicate whether the Company will provide notice and/or remedy to an investor if a loan will result in the termination of the GDR. If notice and/or remedy is not provided, please alternatively add risk disclosure indicating that investors are solely responsible to determine whether a loan will result in the termination of the GDR. Please discuss this risk in this section, and in the “Loan Risks” section.
Response: The Company has made the requested revisions.
31. Comment: On p. 21 in the added language of the fifth paragraph under “GDR Risks,” please clarify when the Annual Indexed Account Charge will be discontinued.
Response: The Company has made the requested revisions.
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
32. Comment: On p. 22 under “Availability of Indexed Accounts,” please add the second paragraph disclosure regarding the availability of Indexed Accounts to the cover page. Please refer to comment no. 2 above. Additionally, please also include Surrender charges in the second-to-last sentence.
Response: The Company has made the requested revisions.
33. Comment: On p. 22, under “An Indexed Account may be Substituted,” please add the disclosure agreed upon in the April “New York” correspondence.
Response: The Company has made the requested revisions.
Indexed Accounts
34. Comment: On p. 27 in the second bullet under “Indexed Accounts,” please clarify the referenced Segment Value is as of the Segment Starting Date, and note, in addition to the Accrued Cap Rate, that the Segment Value is adjusted for other transactions. Please refer to the “dollar amount” reductions for transactions in the last line of the definition of Interim Segment Value.
Response: The Company has made the requested revisions.
35. Comment: On p. 27, with regard to romanette (iv), please be consistent when listing the triggering events for the Interim Segment Value calculation. Refer to comment no. 7(b). Please also include the Free Look period in romanette (iv).
Response: The Company has made the requested revisions.
36. Comment: Please consider connecting the first two sentences at the top of p. 28, as they are related. Consider using the term “therefore” at the beginning of the second sentence.
Response: The Company has made the requested revisions.
37. Comment: In the fourth line of the first paragraph on p. 28, please replace “potential interest based on” with “increases in the.”
Response: The Company has made the requested revisions.
Segment Value
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
38. Comment: At the end of the first paragraph under “Segment Value,” on p. 33, please replace “Interim Value calculation” with “Interim Segment Value calculation.” Please make the same correction in the definition of “Segment Value” in the “Special Terms” section.
Response: The Company has revised the applicable sentence(s), including removing references to “Interim Value calculation.”
Calculating Your Segment Value on a Segment Maturity Date
39. Comment: At the bottom of p. 33 under “Examples,” please add Example 5 for the Death Benefit to the list of examples. Please also revise the intro language to state “2-5” instead of “2-4.”
Response: The Company has made the requested revisions.
Interim Segment Value Calculation
40. Comment: On p. 36 under “Interim Segment Value Calculation,” please note that the last sentence of the first paragraph is repeated as the first sentence of the second paragraph. Please correct this error.
Response: The Company has made the requested revisions.
41. Comment: At the bottom of p. 36 in the last paragraph, please restate narratively the calculation for the Interim Segment Value immediately preceding or at the beginning of this paragraph.
Response: The Company has made the requested revisions.
42. Comment: In the last paragraph on p. 37, with regard to the deleted language, please clarify that the Interim Segment Value is calculated halfway through the Segment Term due to a triggering event. Make clear that there is, in fact, a reason for the Interim Segment Value calculation in the example. Please make similar clarifications in the first paragraph under Example 2 on p. 38 with regard to the deleted language in the third-to-last line of the paragraph.
Response: The Company has clarified the disclosure in the referenced paragraph to note that we calculate an Interim Segment Value on each Business Day between the Segment Start Date and prior to the Segment Maturity Date, regardless of whether you have requested a transaction. Examples 2A and 2B are meant to show the daily Interim Segment Value
Eversheds Sutherland (US) LLP
1114 Avenue of the Americas, 40th Floor
New York, NY 10036-7703
D: +1 212.389.5080
F: +1 212.389.5099
dodiekent@
eversheds-sutherland.com
Calculation. The Interim Segment Value is the amount we use to determine the Indexed Account Cash Value prior to the Segment Maturity Date. The Indexed Account Cash Value is part of the Policy Cash Value, which determines how much is available for the following:
(i) death benefits (including Policy Proceeds and an Accelerated Death Benefit for Terminal Illness
Show Raw Text
CORRESP 1 filename1.htm 2nd SEC Response 333-268618 Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com June 16, 2023 VIA CORRESPONDENCE U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Sonny Oh Senior Counsel Division of Investment Management Disclosure Review and Accounting Office Re: Brighthouse Life Insurance Company Brighthouse SmartGuard Plus Initial Registration Statement on Form S-3 File No. 333-268618 Dear Mr. Oh, On behalf of Brighthouse Life Insurance Company (the “Company”), we are responding to the comments you conveyed to me and Alex Stith on June 7th and June 8th, 2023 with regard to the Company’s above-referenced filing (the “initial registration statement”). This letter has been filed as Correspondence and the Company will make corresponding changes to the initial registration statement reflecting revisions in response to the Staff’s comments. A courtesy blackline will be provided to the Staff. For your convenience, the Staff’s comments are repeated below, followed by the Company’s response. General 1. Comment: Where a comment is made with regard to the disclosure in one location, it is applicable to disclosure occurring elsewhere in the registration statement. Response: The Company confirms. Front Cover Page Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com 2. Comment: With regard to the second sentence of the fourth paragraph, please also include the disclosure found on p. 22 in the second paragraph under the heading “Availability of Indexed Accounts.” Response: The Company has made the requested revisions. 3. Comment: In the third sentence of the fourth paragraph, please change the phrase, “at an additional cost,” to state, “which is automatically included in the Policy at an additional cost.” Response: The Company has made the requested revisions. Special Terms 4. Comment: In the definition of “Business Day,” please define the acronym “NYSE.” Response: The Company has made the requested revisions. 5. Comment: In the definition of “Distribution Payment,” please revise the first sentence to state, “Represents the amounts you receive under the GDR beginning on the Distribution Start Date.” Please also clarify in the definition that Distribution Payments are loans, or forms of loans. Response: The Company has made the requested revisions. 6. Comment: In the definition of “Excess Loan,” please make clear that an Excess Loan occurs when there is a loan outstanding. Response: The Company has made the requested revisions. 7. Comment: In the definition of “Interim Segment Value”: a. Beginning at the top of p. 7, in the third line, please change “Policy Cash Value,” which is not a defined term, to “Cash Value,” or “Policy’s Cash Value.” Response: The Company has made the requested revisions. b. Throughout the prospectus, please be consistent when listing the various triggering events for the Interim Segment Value calculation. Consider using the phrasing in the definition of “Interim Segment Value” any time this list of triggering events is restated. Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com Response: The Company has made the requested revisions. 8. Comment: In the definition of “Lifetime Lapse Prevention Benefit,” assuming the change in comment no. 6 is made to clarify the definition of “Excess Loan,” please use the original language of the definition. Response: The Company has made the requested revisions. 9. Comment: In the definition of “One-time Payment,” please insert the word “cumulative” before “Maximum Distribution Payment” in the first line. Response: The Company has made the requested revisions. 10. Comment: In the definition of “Segment Credit,” please delete the phrase “in this prospectus and….” in the last sentence and consistently use the “new” term “Segment Credit” throughout the prospectus. Response: The Company has made the requested revisions. 11. Comment: In the definition of “Segment Performance Rate,” please delete the phrase “in this prospectus and…” in the last sentence and consistently use the “new” term “Segment Performance Rate” throughout the prospectus. Response: The Company has made the requested revisions. Summary 12. Comment: In the last paragraph on p. 10, in the third sentence, please bold or otherwise emphasize the disclosure stating that Segment Value allocated to a maturing Indexed Account will automatically be renewed into the same Indexed Account unless instructions are given otherwise. Response: The Company has made the requested revisions. 13. Comment: In the third paragraph on p. 11, please be consistent when listing the triggering events for the Interim Segment Value calculation. Please refer to comment no. 7(b). Response: The Company has made the requested revisions. Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com 14. Comment: After the third paragraph on p. 11, please add a brief description at the end of the paragraph explaining what “Segment Value” is used for, explain that it is calculated differently from the Interim Segment Value, and explain how it is calculated. Response: The Company has made the requested revisions. 15. Comment: In the fourth paragraph on p. 11, please replace the parenthetical in the first sentence with the following: “defined in the “Special Terms” section above as ‘Interim Segment Value.’” Response: The Company has made the requested revisions. 16. Comment: On p. 11 in the fourth paragraph from the bottom, please revise the sentence to state that, “The Policy is only available in those states where it has been approved for sale.” Response: The Company has made the requested revisions. 17. Comment: On. p. 11, in the third paragraph from the bottom regarding right to substitute indexes, please revise pursuant to the April comment for the New York product. Response: The Company has made the requested revisions. 18. Comment: On p. 15, in the section “Access to Your Money”: a. In the second paragraph regarding ways to take a loan, please confirm the first method. Because “Cash Value” is defined to include the Loan Account, please consider revising “Cash Value” to “unloaned Cash Value.” Response: The Company has made the requested revisions. b. With regard to the second bullet point, please add an example in Appendix D to illustrate the calculation of the One-Time Payment. Please also add a cross-reference in the second bullet point to Appendix D. Response: The Company has made the requested revisions. Fee Tables 19. Comment: Generally, the Fee Table should be similar to that prescribed in Form N-6. Accordingly, in the first paragraph under the heading, please delete “and Rider”. Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com Response: The Company has made the requested revisions. 20. Comment: In the “Transaction Charges” table, in the first row of the last column, please delete footnote 1. Response: The Company has made the requested revisions. 21. Comment: In the “Transaction Charges” table, loan interest should be moved to Periodic Charges table below. Please also remove the parenthetical information in the middle column for “Loan Interest,” or instead put this information in a footnote. Response: The Company has made the requested revisions. 22. Comment: In footnote 1 to the “Transaction Charges” table, please delete the third and fourth sentences, which go beyond what Form N-6 dictates for that footnote. Response: The Company has made the requested revisions. 23. Comment: At the end of footnote 2 to the “Transaction Charges” table, please revise to state that the interest “could be as much as 7%.” Response: The Company has made the requested revisions. 24. Comment: At the top of p. 18 in the first paragraph above the table, please delete the second sentence. Response: The Company has made the requested revisions. 25. Comment: In the Periodic Charges table, please confirm the accuracy of the maximum Annual Cost of Insurance charge. It currently states “$1,000 per $1,000 of net amount at risk.” Response: The Company has confirmed the accuracy. We deduct the Cost of Insurance on an annual basis. If we were to deduct monthly, the amount would be approximately $83.33 per $1,000 of net amount at risk. 26. Comment: In footnote 7 to the Periodic Charges table, please explain the impact that Distribution Payments have on the Face Amount. Additionally, please add disclosure Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com elsewhere in the prospectus addressing how Distribution Payments affect the Face Amount (and charges), in addition to the Death Benefit. Response: Distribution Payments do not impact the Face Amount. Respectfully, the Company declines to make any disclosure changes. Risk Factors 27. Comment: On p. 19 in the first paragraph under “Interim Segment Value,” please be consistent when listing the triggering events for the Interim Segment Value calculation. Please refer to comment no. 7(b). Response: The Company has made the requested revisions. 28. Comment: On p. 20, at the end of the last bullet point, please add “or Segment Index Performance was positive,” similar to the end of the second bullet. Response: The Company has made the requested revisions. 29. Comment: On p. 21 under “GDR Risks,” in the second line of the second paragraph, please delete the parenthetical and instead add “outside of your scheduled Distribution Payments” after “taken.” Response: The Company has made the requested revisions. 30. Comment: On p. 21 under “GDR Risks” in the second paragraph, please make clear that the GDR will terminate if an additional (Excess) loan is taken, even when the One-Time Payment is not available. Please also indicate whether the Company will provide notice and/or remedy to an investor if a loan will result in the termination of the GDR. If notice and/or remedy is not provided, please alternatively add risk disclosure indicating that investors are solely responsible to determine whether a loan will result in the termination of the GDR. Please discuss this risk in this section, and in the “Loan Risks” section. Response: The Company has made the requested revisions. 31. Comment: On p. 21 in the added language of the fifth paragraph under “GDR Risks,” please clarify when the Annual Indexed Account Charge will be discontinued. Response: The Company has made the requested revisions. Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com 32. Comment: On p. 22 under “Availability of Indexed Accounts,” please add the second paragraph disclosure regarding the availability of Indexed Accounts to the cover page. Please refer to comment no. 2 above. Additionally, please also include Surrender charges in the second-to-last sentence. Response: The Company has made the requested revisions. 33. Comment: On p. 22, under “An Indexed Account may be Substituted,” please add the disclosure agreed upon in the April “New York” correspondence. Response: The Company has made the requested revisions. Indexed Accounts 34. Comment: On p. 27 in the second bullet under “Indexed Accounts,” please clarify the referenced Segment Value is as of the Segment Starting Date, and note, in addition to the Accrued Cap Rate, that the Segment Value is adjusted for other transactions. Please refer to the “dollar amount” reductions for transactions in the last line of the definition of Interim Segment Value. Response: The Company has made the requested revisions. 35. Comment: On p. 27, with regard to romanette (iv), please be consistent when listing the triggering events for the Interim Segment Value calculation. Refer to comment no. 7(b). Please also include the Free Look period in romanette (iv). Response: The Company has made the requested revisions. 36. Comment: Please consider connecting the first two sentences at the top of p. 28, as they are related. Consider using the term “therefore” at the beginning of the second sentence. Response: The Company has made the requested revisions. 37. Comment: In the fourth line of the first paragraph on p. 28, please replace “potential interest based on” with “increases in the.” Response: The Company has made the requested revisions. Segment Value Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com 38. Comment: At the end of the first paragraph under “Segment Value,” on p. 33, please replace “Interim Value calculation” with “Interim Segment Value calculation.” Please make the same correction in the definition of “Segment Value” in the “Special Terms” section. Response: The Company has revised the applicable sentence(s), including removing references to “Interim Value calculation.” Calculating Your Segment Value on a Segment Maturity Date 39. Comment: At the bottom of p. 33 under “Examples,” please add Example 5 for the Death Benefit to the list of examples. Please also revise the intro language to state “2-5” instead of “2-4.” Response: The Company has made the requested revisions. Interim Segment Value Calculation 40. Comment: On p. 36 under “Interim Segment Value Calculation,” please note that the last sentence of the first paragraph is repeated as the first sentence of the second paragraph. Please correct this error. Response: The Company has made the requested revisions. 41. Comment: At the bottom of p. 36 in the last paragraph, please restate narratively the calculation for the Interim Segment Value immediately preceding or at the beginning of this paragraph. Response: The Company has made the requested revisions. 42. Comment: In the last paragraph on p. 37, with regard to the deleted language, please clarify that the Interim Segment Value is calculated halfway through the Segment Term due to a triggering event. Make clear that there is, in fact, a reason for the Interim Segment Value calculation in the example. Please make similar clarifications in the first paragraph under Example 2 on p. 38 with regard to the deleted language in the third-to-last line of the paragraph. Response: The Company has clarified the disclosure in the referenced paragraph to note that we calculate an Interim Segment Value on each Business Day between the Segment Start Date and prior to the Segment Maturity Date, regardless of whether you have requested a transaction. Examples 2A and 2B are meant to show the daily Interim Segment Value Eversheds Sutherland (US) LLP 1114 Avenue of the Americas, 40th Floor New York, NY 10036-7703 D: +1 212.389.5080 F: +1 212.389.5099 dodiekent@ eversheds-sutherland.com Calculation. The Interim Segment Value is the amount we use to determine the Indexed Account Cash Value prior to the Segment Maturity Date. The Indexed Account Cash Value is part of the Policy Cash Value, which determines how much is available for the following: (i) death benefits (including Policy Proceeds and an Accelerated Death Benefit for Terminal Illness