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Brighthouse Separate Account A, et al. – ‘485BPOS’ on 4/18/22 – ‘EX-99.(H)(II)(G)’

On:  Monday, 4/18/22, at 4:07pm ET   ·   Effective:  4/29/22   ·   Accession #:  1193125-22-108007   ·   File #s:  811-03365, 333-200240

Previous ‘485BPOS’:  ‘485BPOS’ on 4/18/22   ·   Next:  ‘485BPOS’ on 4/19/22   ·   Latest:  ‘485BPOS’ on 4/12/24   ·   29 References:   By:  Brighthouse Separate Account A – ‘485BPOS’ on 4/10/24 By:  Brighthouse Separate Account A – ‘485BPOS’ on 4/12/23 By:  Brighthouse Separate Account A – ‘497VPU’ on 4/26/22 By:  Brighthouse Separate Account A – ‘497VPI’ on 4/26/22 By:  Brighthouse Separate Account A – ‘497VPI’ on 4/26/22 By:  Brighthouse Separate Account A – ‘497VPI’ on 4/26/22 To:  Brighthouse Separate Account A – ‘N-VPFS’ on 3/30/22 for 12/31/21 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/25/18 To:  Brighthouse Separate Account A – ‘485APOS’ on 12/14/17 To:  Brighthouse Separate Account A – ‘485BPOS’ on 4/14/17 To:  Brighthouse Separate Account A – ‘485BPOS’ on 4/12/17 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/5/17 To:  Brighthouse Separate Account A – ‘485BPOS’ on 4/15/16 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/6/16 To:  Brighthouse Separate Account A – ‘485BPOS’ on 4/17/15 To:  Brighthouse Separate Account A – ‘N-4’ on 11/17/14 To:  Brighthouse Separate Account A – ‘485BPOS’ on 4/10/13 To:  Brighthouse Separate Account A – ‘485BPOS’ on 4/13/12 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/4/12 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/5/11 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/5/11 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/5/11 To:  Brighthouse Separate Account A – ‘485BPOS’ on 3/22/11 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/8/09 To:  Brighthouse Separate Account Eleven for Variable Annuities – ‘485BPOS’ on 4/7/09 To:  Metlife of CT Separate Account Nine for Variable Annuities – ‘485BPOS’ on 10/31/07 To:  Metlife of CT Fund Abd for Variable Annuities – ‘485BPOS’ on 4/6/06 To:  Brighthouse Separate Account A – ‘485BPOS’ on 7/15/04 To:  Brighthouse Separate Account A – ‘485BPOS’ on 4/13/01 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/18/22  Brighthouse Separate Account A    485BPOS     4/29/22   10:2.4M                                   Donnelley … Solutions/FA
          → Brighthouse Separate Account A ⇒ Group Flexible Payment Variable Annuity (Flexible Bonus/Retirement Companion/Smart Choice)

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Group Flexible Payment Variable Annuity             HTML    508K 
                Post-Effective Amendment No. 9                                   
 2: EX-99.(H)(II)(G)  Amendment to American Funds Insurance Series  HTML     52K 
                Participation Agreement                                          
 3: EX-99.(H)(III)(D)  Amendments to Deutsche Variable Series I     HTML    171K 
                and Deutsche Variable Series Ii Pa                               
 4: EX-99.(H)(IV)(F)  Amendment to Vip Fund I, Ii, Iii, Iv & V      HTML     29K 
                Participation Agreement                                          
 7: EX-99.(H)(IX)(B)  Amendment to Brighthouse Funds Trust Ii       HTML     33K 
                Participation Agreement                                          
 5: EX-99.(H)(VII)(C)  Amendments to T. Rowe Price Associates,      HTML     41K 
                Inc. Participation Agreement                                     
 6: EX-99.(H)(VIII)(B)  Amendment to Brighthouse Funds Trust I      HTML     33K 
                Participation Agreement                                          
 8: EX-99.L     Consent of Independent Registered Public            HTML      7K 
                Accounting Firm (D&T)                                            
 9: EX-99.O     Form of Initial Summary Prospectus                  HTML    346K 
10: EX-99.P     Powers of Attorney                                  HTML    131K 

11^th AMENDMENT TO FUND PARTICIPATION AGREEMENT

This Amendment No. 11 (the “Amendment”) is effective as of August 17, 2021 and amends the Fund Participation Agreement dated October 1, 1999 (the “Agreement) by and among BRIGHTHOUSE LIFE INSURANCE COMPANY (“Brighthouse” or the “Company”) on behalf of itself and certain of its separate accounts (the “Accounts”); AMERICAN FUNDS INSURANCE SERIES (the “Series”); AMERICAN FUNDS DISTRIBUTORS, INC. (“AFD”); AND CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”) (collectively, the “Parties”). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

RECITALS

WHEREAS, pursuant to the Agreement, the Accounts invest in shares of certain of the funds (“Fund” or “Funds”) that constitute separate portfolios of the Series and that serve as funding vehicles for Brighthouse, on behalf of the Accounts that, issue variable annuity and/or life insurance contracts (the “Contracts”) to persons that are registered owners of such Contracts on the books and records of Brighthouse (the “Contract Owners”);

WHEREAS, the Series maintains on its books and records one or more account(s) that hold and record ownership of shares of the Funds;

WHEREAS, the Accounts are registered as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, Rule 30e-1 under the 1940 Act requires each Fund to deliver copies of its shareholder reports to the Accounts as the record owners of shares of such Funds;

WHEREAS, Rule 30e-2 under the 1940 Act requires the Accounts to deliver such Fund shareholder reports to Contract Owners;

WHEREAS, the Parties desire to supplement and amend the Agreement to reflect and implement the requirements, terms and conditions of Rule 30e-3 under the 1940 Act, as amended from time to time (“Rule 30e-3”), to permit (i) the Series to no longer deliver copies of Fund shareholder reports to the Accounts as would otherwise be required by Rule 30e-1, and (ii) the Accounts to deliver Fund shareholder reports to Contract Owners using the “notice and access” provisions of Rule 30e-3 rather than the delivery methods that would otherwise be required by Rule 30e-2;

WHEREAS, Section 5(b)(2) of the Securities Act of 1933, as amended (the “1933 Act”) may require that a Statutory Prospectus (as defined in rule 498A under the 1933 Act; “Rule 498A”) for the Funds be delivered to Contract Owners under certain circumstances;

WHEREAS, the Parties intend to meet any such Fund Statutory Prospectus delivery requirement by relying on (and complying with the requirements, terms and conditions of) paragraph (j) of Rule 498A; and

WHEREAS, paragraph (j) of Rule 498A requires, inter alia, that certain of the Required Materials (defined below) be posted and maintained on a website specified on the cover page of the Summary Prospectus for the Contracts, and the Company intends to host said website; and

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WHEREAS, the Parties desire to revise the list of Contracts and Accounts in Appendices A and B, respectively, in the Agreement to the corresponding updated lists attached hereto.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Parties hereby agree to supplement and amend the Agreement as follows:

Series agrees to make Class 1, Class 2 and Class 4 shares of the Funds that offer such share classes available to the Contracts. The Company agrees to give Series and CRMC at least 30 days’ notice prior to adding any additional Funds as underlying investment options to the Contracts. AFD reserves the right to approve any proposed addition by the Company. The Company will be entitled to a Rule 12b-1 service fee to be accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets of the Class 2 and class 4 shares of each Fund attributable to the Contracts for as long as Series’ Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 plan”) for such share class remains in effect.

Fund shares to be made available to Accounts for the Contracts shall be sold by the Series and purchased by the Company for a given Account at the net asset value (without the imposition of a sales load) next computed after receipt of each order by the Series or its designee, as established in accordance with the provisions of the then current prospectus of the Series. For purposes of this Paragraph 4, the Company shall be a designee of the Series for receipt of such orders from each Account, and receipt by such designee by 4:00 PM ET shall constitute receipt by the Series only if the net purchase or redemption orders are transmitted of the Series by the Company by 10:00 AM ET on the day following Company’s receipt of that information. “Business Day” shall mean any day on which the New York Stock Exchange (“NYSE”) is open for trading and on which the Series calculates its net asset value pursuant to the rules of the SEC. The Series will make its shares available indefinitely for purchase at the applicable net asset value per share on those days on which the Series calculates its net asset value pursuant to the rules of the SEC, and the Series shall use its best efforts to calculate such net asset value on each day on which the NYSE is open for trading. The Series shall make the net asset value per share for each of the Funds available to the Company on a daily basis as soon as reasonably practical after the Series calculates its net asset value per share, and the Series shall use its best efforts to make such net asset value per share available by 6:30 PM ET. The Series, and its investment adviser, CRMC, are responsible for maintaining net asset values for the Funds in accordance with the requirements of the 1940 Act and its current prospectus. Share of particular Funds shall

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be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. Orders or payments for shares purchased will be sent promptly to the Series and will be made in federal funds transmitted by wire.

During the term of this Agreement, the Company shall perform the administrative services (“Services”) set forth on Appendix D hereto, as such exhibit may be amended from time to time by mutual consent of the parties, in respect of Separate Accounts holding Class 4 shares of each Fund. In consideration of the Company performing the Services, the Series agrees to pay the Company an administrative Services fee of 0.25% of the average daily net asset value of all Class 4 shares of the Funds held by each Separate Account, payable quarterly, in arrears pursuant to an Insurance Administrative Services Plan adopted by the Series. The Series shall pay all fees within forty-five (45) days following the end of each calendar quarter for fees accrued during that quarter. The fee will be calculated as the product of (a) the average daily net asset value of all Class 4 shares, as applicable, of the Funds held by each Separate Account during the quarter; (b) the number of days in the quarter; and (c) the quotient of 0.0025 divided by 365. The Series shall not be responsible for payment of fees for Services more than six (6) months in arrears in respect of accounts that were not timely identified by Company as eligible for compensation pursuant to the Agreement. CRMC will evaluate periodically the Company’s service levels, including compliance with establish NSCC guidelines, transaction errors, compliance with the prospectus and complaints from Contract owners, in determining whether to continue making payments under the Insurance Administrative Services Plan. The Company represents to the Series and CRMC that it will not receive compensation for the Services from Contractholder fees or any other source.

The Company, directly or through subcontractors (including a designated affiliate), shall provide the certain services described in the Agreement in respect of Separate Accounts holding Class 1 and/or Class 2 shares on behalf of AFD and the Funds in connection with the sale and servicing of the Contracts. The services to be provided by the Company to its Separate Accounts include, (i) mailing and otherwise making available to Contractholders, shareholder communications including without limitation, prospectuses, proxy materials, shareholder reports, unaudited semi-annual and audited annual financial statements, and other notices; (ii) handling general questions regarding the Funds from Contractholders including, without limitation, advising as to performance, yield being earned, dividends declared and providing assistance with other questions concerning the Funds; (iii) preparing and mailing periodic account statements showing the total number of Separate Account units owned by the Contractholder in that account, the value of such units and purchases, redemptions, dividends, and distributions in the account during the period covered by the statement; and (iv) preparing and mailing IRS Form 1099-R, IRS Form W-2 and/or other IRS forms as required by applicable IRS rules and regulations. Administrative services to Contractholders shall be the responsibility of the Company and shall not be the responsibility of AFD or any of its affiliates.

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4

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6. Fund Performance and Expense Data. The Series shall provide such data regarding each Fund’s investment performance and expense ratios as the Company shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Series shall provide:

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(i) the “Annual Portfolio Company Expenses” for each Fund calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and, as applicable, in accordance with Instruction 16 to Item 4 of Form N-4 and Instruction 4(a) to Item 4 of Form N-6); and

(ii) the “Total Annual Fund Operating Expenses” for each Fund calculated in accordance with Item 3 of Form N-1A, reflecting any expense reimbursements or fee waiver arrangements (and, as applicable, in accordance with Instruction 4 to Item 17 of Form N-4, Instruction 4(b) to Item 4 of Form N-6 and Instruction 4 to Item 18 of Form N-6); and

(iii) the “average annual total returns” for each fund (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5 and 10-year periods, and, as applicable, in accordance with Instruction 7 to Item 17 and Instruction 7 to Item 18 of Form N-6).

The Series shall provide the forgoing Fund expense and performance data at least annually, on a timely basis to facilitate the Company’s preparation of its annually updated registration statement (and as otherwise reasonably requested by the Company), but in no event later than seventy-five (75) calendar days after the close of each Fund’s fiscal year.

7. Indemnification.

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8. Implementation. This Amendment is effective as of the date noted in the first paragraph of this Amendment.

9. Interpretation. This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rules 30e-3 and 498A and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date written below.

BRIGHTHOUSE LIFE INSURANCE COMPANY (on behalf of itself and each Account)

(“Brighthouse”)

AMERICAN FUNDS INSURANCE SERIES

(the “Series”)

AMERICAN FUNDS DISTRIBUTORS, INC.

(the “AFD”)

CAPITAL RESEARCH AND MANAGEMENT COMPANY

(“CRMC”)

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Appendix A

Variable Contracts

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Appendix B

Separate Accounts

Appendix E

Specified Website:

http://dfinview.com/BHF/TAHD/BHF

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘485BPOS’ Filing		Date		Other Filings
Effective on:		4/29/22		485BPOS
Filed on:		4/18/22		485BPOS
		8/20/21
		8/17/21
		10/1/99
				List all Filings

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6 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/10/24 Brighthouse Separate Account A 485BPOS 4/29/24 9:3.8M Donnelley … Solutions/FA 4/12/23 Brighthouse Separate Account A 485BPOS 5/01/23 10:4M Donnelley … Solutions/FA 4/26/22 Brighthouse Separate Account A 497VPU 4/26/22 1:174K Donnelley … Solutions/FA 4/26/22 Brighthouse Separate Account A 497VPI 4/26/22 1:250K Donnelley … Solutions/FA 4/26/22 Brighthouse Separate Account A 497VPI 4/26/22 1:251K Donnelley … Solutions/FA 4/26/22 Brighthouse Separate Account A 497VPI 4/26/22 1:246K Donnelley … Solutions/FA

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23 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/22 Brighthouse Separate Account A N-VPFS 12/31/21 1:10M Toppan Merrill/FA 4/25/18 Brighthouse Sep Acct E… Annuities 485BPOS 4/30/18 7:2.4M Donnelley … Solutions/FA 12/14/17 Brighthouse Separate Account A 485APOS¶ 10:2.4M Donnelley … Solutions/FA 4/14/17 Brighthouse Separate Account A 485BPOS 5/01/17 4:1.2M Donnelley … Solutions/FA 4/12/17 Brighthouse Separate Account A 485BPOS 5/01/17 10:1.7M Donnelley … Solutions/FA 4/05/17 Brighthouse Sep Acct E… Annuities 485BPOS 5/01/17 11:2.6M Donnelley … Solutions/FA 4/15/16 Brighthouse Separate Account A 485BPOS 5/01/16 4:1.9M Donnelley … Solutions/FA 4/06/16 Brighthouse Sep Acct E… Annuities 485BPOS 5/01/16 8:2.4M Donnelley … Solutions/FA 4/17/15 Brighthouse Separate Account A 485BPOS 5/01/15 4:1.9M Donnelley … Solutions/FA 11/17/14 Brighthouse Separate Account A N-4 11/14/14 22:2M Donnelley … Solutions/FA 4/10/13 Brighthouse Separate Account A 485BPOS 4/29/13 10:1.5M Donnelley … Solutions/FA 4/13/12 Brighthouse Separate Account A 485BPOS 4/30/12 3:977K Donnelley … Solutions/FA 4/04/12 Brighthouse Sep Acct E… Annuities 485BPOS 4/30/12 14:1.4M Donnelley … Solutions/FA 4/05/11 Brighthouse Sep Acct E… Annuities 485BPOS 5/01/11 8:2.3M Donnelley … Solutions/FA 4/05/11 Brighthouse Sep Acct E… Annuities 485BPOS 5/01/11 4:1.8M Donnelley … Solutions/FA 4/05/11 Brighthouse Sep Acct E… Annuities 485BPOS 5/01/11 5:1.2M Donnelley … Solutions/FA 3/22/11 Brighthouse Separate Account A 485BPOS 4/21/11 5:661K Donnelley … Solutions/FA 4/08/09 Brighthouse Sep Acct E… Annuities 485BPOS 5/01/09 4:1.1M Bowne of Boston/FA 4/07/09 Brighthouse Sep Acct E… Annuities 485BPOS 5/01/09 21:4.2M Bowne of Boston/FA 10/31/07 Metlife of CT Sep Acct… Annuities 485BPOS 11/12/07 5:449K Donnelley … Solutions/FA 4/06/06 Metlife of CT Fd Abd f… Annuities 485BPOS 5/01/06 11:1.6M Bowne of Boston/FA 7/15/04 Brighthouse Separate Account A 485BPOS 7/15/04 24:1M Donnelley … Solutions/FA 4/13/01 Brighthouse Separate Account A 485BPOS 4/13/01 7:508K Blazzard & Hasena… PC/FA

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Filing Submission 0001193125-22-108007   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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