SEC – ‘UPLOAD’ from 8/31/18 re: Brighthouse Life Insurance Co – ‘TEXT-EXTRACT’

On:  Friday, 8/31/18, at 11:18am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  10/18/18   ·   Accession #:  0-18-27149

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     52K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      5±    19K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

August 21, 2018                                                                 

VIA ELECTRONIC MAIL                                                             

Thomas Conner, Esq.                                                             
VedderPrice                                                                     
1401 I Street N.W., Suite 1100                                                  
Washington, D.C. 20005                                                          

RE:     Brighthouse Life Insurance Company:                       
Shield Level Select 6-Year Annuity v.3 ("SLS6v.3")
File No. 333-226035                               

Brighthouse Life Insurance Company of NY:         
  Shield Level Select 6-Year Annuity v.3 ("SLS6v.3NY")
File No. 333-226036                               

Dear Mr. Conner:                                                                

  The staff has reviewed the above-referenced initial registration
statements, which                                                               
the Commission received on July 2, 2018. Based on our review, we have the       
following                                                                       
comments. The following comments are based on a review of the SLS6v.3           
registration                                                                    
statement and also apply to the SLS6v.3NY registration statement unless         
indicated                                                                       
otherwise. Page references are to the pages in the marked courtesy copy of the  
prospectus                                                                      
provided to the staff and the EDGAR Part II; and Item references are to the     
item numbers                                                                    
set forth in Form S-3. Capitalized terms have the same meaning as in the        
registration                                                                    
statement.                                                                      

1.     General                                                                  

      Footnote 2 to the "Calculation of Registration Fee" indicates that the
current fees                                                                    
for the pending filing were offset by the fees previously filed for File No.    
333-208664                                                                      
("Prior Filing"). However, the staff notes that the Prior Filing was granted    
effectiveness                                                                   
on May 2, 2016. Therefore, please explain to the staff how the fees of the      
Prior Filing are                                                                
considered "unused" and could apply to the current fees of the pending filing.  

2.     Consistency Issues                                                       

   For consistency please confirm with the staff the accuracy of and the
basis for the                                                                   
Thomas Conner, Esq.                                                           
VedderPrice                                                                     
August 21, 2018                                                                 
Page 2 of 4                                                                     

disclosure differences in the SLS6v.3NY prospectus as indicated below.          

a.      Last paragraph under "Withdrawal Provisions" on page 25.  

b.      The third and last paragraphs under "General Death Benefit
Provisions"                                                                     
on page 3.                                        

c.      The second paragraph under "Option 4 ..." on page 35.     

      d.      The omission of the last sentence under "Conversion" on page 43.

      e.      The replacing of the term "underwriting requirements" with other
terms in                                                                        
           the paragraph preceding "Joint Owner," in "Annuitant," and in
"Assignment" on page 45.                          

    f.      The first sentence under "Suspension of Payments or Transfers"
on page                                                                         
46.                                               

     g.      The omission of the last sentence of first paragraph under "The
Insurance                                                                       
Company" on page 46.                              

h.      The omission of "and life insurance policies" in the first
paragraph of                                                                    
"The Separate Account" on page 46.                

3.     Special Terms (page 4)                                                   

a.      Please revise the definition for ERISA.                   

  b.      In the definition of "Free Look" and "Good Order" on page 5,
each term                                                                       
reflects changes, respectively, to the terms "agent" and "sales   
representative" to                                                              
the term "financial representative."                              

 Please make sure all such terms have been consistently revised. For
example, in                                                                     
     the two paragraphs under "Distribution of the Contracts" on page 47 and
the first                                                                       
     paragraph under "Additional Compensation for Selected Selling Firms" at
the                                                                             
  bottom of the same page, please confirm whether the term "registered
representative" should be revised.                                

4.     Purchase (page 13)                                                       

      For consistency with the most recent "Shield" product, please move the
last                                                                            
paragraph appearing on page 14 into the Summary narrative preceding the table   
on page                                                                         
8 and also add that, for more information about these other contracts,          
including                                                                       
availability, to contact your financial representative.                         
Thomas Conner, Esq.                                                           
VedderPrice                                                                     
August 21, 2018                                                                 
Page 3 of 4                                                                     

5.     The Annuity Contract (page 13 of SLS6v.3NY)                              

The first sentence of the third paragraph on page 14 affirmatively
states that a                                                                   
Fixed Account is available. Please reconcile with the second sentence and       
revise all other                                                                
references to the Fixed Account accordingly, e.g., second to last sentence of   
the third                                                                       
paragraph under "Summary" on page 9.                                            

Please also add disclosure that the Fixed Account may not always be available,  
as                                                                              
indicated in the second full sentence in the paragraph preceding "Indices" on   
page 17 and                                                                     
the second to last sentence of the third paragraph under "Transfers" on page    
30.                                                                             

Please also reconcile with the seventh paragraph on page D-1 of Appendix D "The 
Fixed                                                                           
Account."                                                                       

6.     Step Rate (page 17)                                                      

Please revise "8%" to "5%" at the end of the second sentence.     

7.     Federal Tax Considerations (page 35)                                     

  Confirm the necessity of "or other applicable law" at the end of the
fourth                                                                          
paragraph of "Introduction."                                                    

8.     Abandoned Property Requirements (page 45 of SLS6v.3NY)                   

Please tailor the disclosure to applicable New York regulations.  

9.     Independent Registered Public Accounting Firm (page 50) and Information  
Incorporated by Reference (page 51)                               

   These sections will be subject to further review upon the filing of the
pre-effective                                                                   
amendment.                                                                      

PART II                                                                         

10.     Item 14                                                                 

      Registration Fee should be $0.00 or at least provide an explanation of
how it was                                                                      
calculated.                                                                     

11.    Item 16 Exhibits                                                         

   a.      Please confirm the accuracy of incorporation by reference for
Exhibit 1(b).                                                                   
      The exhibit appears to have been included in the initial
registration                                                                    
        statement, not the pre-effective amendment incorporated by
reference.                                                                      
Thomas Conner, Esq.                                                           
VedderPrice                                                                     
August 21, 2018                                                                 
Page 4 of 4                                                                     

 b.      Please provide revised powers of attorney ("POAs") that are
specific to                                                                     
              the filing. There should be some indication in the POAs that the
Board                                                                           
members were aware of these specific filings.     

12.    Financial Statements, Exhibits, and Certain Other Information            

       Any financial statements, exhibits, and any other required disclosure
not included                                                                    
in this registration statement must be filed by pre-effective amendment to the  
registration                                                                    
statement.                                                                      

 In closing, we remind you that the company and its management are
responsible                                                                     
for the accuracy and adequacy of their disclosures, notwithstanding any review, 
comments, action or absence of action by the staff.                             

 *****************************************
      Responses to these comments should be made in a letter addressed to me
and in a                                                                        
pre-effective amendment to the registration statement. If you believe that you  
do not need                                                                     
to change the registration statement in response to a comment, please indicate  
that in the                                                                     
letter and explain your position.                                               

 Although we have completed our initial review of the registration
statement, it                                                                   
will be reviewed further after our comments are resolved. Therefore, we reserve 
the right                                                                       
to comment further on the registration statement and any amendments to it.      
After we                                                                        
have resolved all issues, the registrant and its underwriter must both request  
that the                                                                        
effective date of the registration statement be accelerated.                    

If you have any questions, you are welcome to call me at (202)  
551-6767. Mail or                                                               
deliveries should include reference to Mail Stop 8629 and should include all    
nine digits                                                                     
of the following zip code: 20549-8629. My facsimile number is (202) 772-9285.   

                                    Sincerely,

                                      /s/ Sonny Oh

                                  Sonny Oh
                                        Senior Counsel
                                                  Disclosure Review Office

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		10/18/18		CORRESP,  UPLOAD
Filed on:		8/31/18		UPLOAD
		8/21/18		UPLOAD
		7/2/18		S-3,  UPLOAD
		5/2/16		EFFECT,  UPLOAD
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