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ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM |
April 26, 2018 | ||||
Renee E. Laws T + 617 235-4975 Renee.laws@ropesgray.com |
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: Sonny Oh, Esq.
Re: | Brighthouse Funds Trust I (the Registrant) |
(File Nos. 333-48456 and 811-10183)
Dear Mr. Oh:
This letter responds to the comments of the staff (the Staff) of the Securities and Exchange Commission (Commission) received by telephone on March 26, 2018 in connection with Post-Effective Amendment No. 83 to the Registrants registration statement on Form N-1A (the Registration Statement) for the Wells Capital Management Mid Cap Value Portfolio and the Victory Sycamore Mid Cap Value Portfolio (each a Portfolio, and together, the Portfolios), which was filed with the Commission on February 6, 2018 pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the 1933 Act). For your convenience, the Staffs comments are summarized below, and each is followed by the Registrants response. Capitalized terms not otherwise defined herein have the meaning set forth in the Registration Statement. Please note that, as discussed with the Staff, we have provided collective responses to numerous global comments that were applicable to both Portfolios. The Registrants response to one of the comments provided by the Staff regarding the above-referenced amendment to the Registration Statement was previously submitted via EDGAR correspondence on April 12, 2018.
Prospectus Both Portfolios
1. | Comment: Each Portfolio is a series of a trust that has received a multi-manager exemptive order (the Order) from the Commission. Please explain supplementally how the use of the Subadvisers name in the name of each of the Portfolios without the inclusion of the Advisers name is not misleading and confirm that this is permitted under the Order. |
Response: The Registrant respectfully submits that the names and respective roles of the Adviser and the Subadviser are clearly disclosed under the Management heading in the Portfolio Summary section of each Prospectus and in the Additional Information About Management section of each Prospectus. The Registrant believes that such disclosure effectively communicates the identity of the Adviser to potential investors. The Registrant is not aware of any requirement in its multi-manager exemptive order or published guidance with respect to Rule 35d-1 under the Investment Company Act of 1940, as amended (the 1940 Act), or otherwise that would require the name of the Adviser to be included in the name of each Portfolio, particularly where the term Brighthouse is included in the name of the Registrant.
2. | Comment: In the Annual Portfolio Operating Expenses table, please revise the caption Net Operating Expenses to conform to Instruction 3(e) to Item 3 of Form N-1A. |
Response: The Registrant notes that Instruction 3(e) to Item 3 of Form N-1A states that a fund may show its net expenses after any applicable fee waivers in the fee table and should use appropriate descriptive captions. The Instruction provides Total Annual Portfolio Operating Expenses After Fee Waiver as an example of an appropriate descriptive caption but does not state that it is the only caption that may be used. The Registrant believes that Net Operating Expenses is an appropriate descriptive caption and is not presented in a way that is likely to be confusing to investors. Therefore, the Registrant respectfully declines to revise the disclosure.
3. | Comment: In the footnote to each Portfolios Annual Portfolio Operating Expenses table that describes the fee waiver arrangement, please remove the management fee breakpoints. Pursuant to Section C.3.(b) of the General Instructions to Form N-1A, Items 2 through 8 may not include disclosure other than that required or permitted by those items. This disclosure should appear in the Additional Information About Management section of the Prospectus. |
Response: The Registrant notes that Instruction 3(e) to Item 3 of Form N-1A permits disclosure of expense reimbursement or fee waiver arrangements that will reduce a Portfolios operating expenses for at least one year from the effective date of the Portfolios registration statement. The Registrant respectfully submits that including the management fee waiver breakpoints in the description of each Portfolios fee waiver arrangement in the footnote to the Annual Portfolio Operating Expenses table is necessary to facilitate shareholder understanding of the arrangement and is not inconsistent with the requirements of Form N-1A. Therefore, the Registrant respectfully declines to revise the disclosure.
4. | Comment: Please confirm the management fee presented in the Annual Portfolio Operating Expenses table for each Portfolio reflects the amount incurred during the most recent fiscal year and has not been adjusted to account for breakpoints in the fee arrangement. |
Response: The Registrant confirms that the management fees are based on the management fees paid over the most recent fiscal year and have not been adjusted to account for breakpoints.
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5. | Comment: With respect to the Portfolios fee waiver arrangements, please confirm whether recoupment is permitted. If so, please clarify that such recoupment is permitted only for a period of three years after the date fees are waived or expenses are paid and that, during each Portfolios recoupment period, the Adviser may recover from the Portfolio fees waived and expenses paid only to the extent that such repayment would not cause the Portfolios Net Operating Expenses to exceed the following: 1) the contractual expense limitation amount that was in effect at the time the fees were waived or the expenses were paid, or 2) the Portfolios current expense limitation amount. |
Response: The Registrant confirms that the fee waiver arrangements applicable to the Portfolios do not permit recoupment by the Adviser.
6. | Comment: The second sentence in the Portfolio SummaryPrincipal Risks Market Capitalization Risk section for each Portfolio describes the risks associated with investments in [l]arger, more established companies. Please tailor the disclosure to reflect more accurately the principal risks of investing in each Portfolio based on the Portfolios principal investment strategies by removing that sentence. |
Response: The Registrant respectfully submits that the reference to larger, more established companies under Market Capitalization Risk is qualified by the statement [i]nvesting primarily in issuers in one market capitalization category (large, medium or small) carries the risk that due to current market conditions that category may be out of favor with investors to indicate that not all series of the Trust that disclose Market Capitalization Risk as a principal risk invest in large capitalization companies as a principal investment strategy. Therefore, the Registrant respectfully submits that the current disclosure is appropriate for each Portfolio.
7. | Comment: The disclosure in the Portfolio SummaryPrincipal RisksInvestment Style Risk section for each Portfolio refers to [d]ifferent investment styles such as growth or value. Please tailor the disclosure to reflect more accurately the principal risks of investing in each Portfolio based on the Portfolios principal investment strategies. |
Response: The Registrant respectfully submits that growth and value are examples of different investment styles that may shift in and out of favor. The Registrant believes that it is clear from the disclosure in the above-referenced section, taken together with the disclosure in the Principal Risks of Investing in the PortfolioInvestment Style Risk section, that not all series of the Trust that disclose Investment Style Risk as a principal risk employ both growth and value investment styles. Therefore, the Registrant respectfully submits that the current disclosure is appropriate for each Portfolio.
8. | Comment: Please confirm that the portfolio managers of each Portfolio are jointly and primarily responsible for the day-to-day management of the Portfolio and disclose in accordance with Form N-1A. Please also include both the month and year when disclosing how long a portfolio manager has managed a Portfolio. |
Response: The Registrant confirms that, pursuant to General Instruction C.3.(b), each portfolio manager listed in the Portfolio SummaryManagement of the FundPortfolio Managers
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section of each Prospectus is jointly and primarily responsible for the management of the relevant Portfolio. The Registrant believes that the Portfolios disclosure complies with the requirements of Item 5(b) of Form N-1A, which ask for the name, title and length of service of persons primarily responsible for the day-to-day management of a Portfolios portfolio. The Registrant respectfully notes that the instructions to Item 5(b) of Form N-1A do not require a Portfolio to state that the portfolio managers are jointly and primarily responsible, rather, the instructions indicate that information about each person that is jointly and primarily responsible should be disclosed. The Registrant also notes that the instructions do not require a Portfolio to specify the month in which a portfolio manager began managing the Portfolio. Accordingly, the Registrant respectfully declines to make the requested change.
9. | Comment: Please revise the disclosure in the Portfolio SummaryPayments to Broker-Dealers and Other Financial Intermediaries section to more closely follow the requirements of Form N-1A. |
Response: The Registrant observes that while Item 8 of Form N-1A contains a statement required to be included under the heading Payments to Broker-Dealers and Other Financial Intermediaries, it also provides that [a] Fund may modify the statement if the modified statement contains comparable information. In addition, the Registrant observes that General Instruction C.1.(d) to Form N-1A states that [t]he requirements for prospectuses included in Form N-1A will be administered by the Commission in a way that will allow variances in disclosure or presentation if appropriate for the circumstances involved while remaining consistent with the objectives of Form N-1A. The Registrant respectfully submits that the current disclosure contains information that is comparable to the statement in Item 8 of Form N-1A and that the language is appropriately tailored to the Portfolios in light of their distribution channels. Therefore, the Registrant respectfully declines to revise the disclosure.
10. | Comment: In the last sentence of the second paragraph under the Understanding The TrustAdditional Information section, please delete the qualifying clause that may not be waived or specify what rights may be waived. |
Response: The Registrant believes that it is important to note that investors and others may have rights under federal or state securities laws that may not be waived. Accordingly, the Registrant respectfully declines to revise the above-referenced disclosure.
11. | Comment: With reference to the Additional Information About the Portfolios Investment StrategiesSecurities Lending section for each Prospectus, please confirm supplementally whether securities lending is a principal investment strategy of each Portfolio. If so, please update the disclosure in the Portfolio SummaryPrincipal Investment Strategies and Principal Risks sections as necessary. |
Response: The Registrant confirms that securities lending is not a principal investment strategy of either Portfolio.
12. | Comment: Please explain how the strategies described in the Additional Information About the Portfolios Investment Strategies Defensive Investment Strategies section |
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of each Prospectus differ from those described in the Additional Information About the Portfolios Investment StrategiesCash Management Strategies section of the Prospectus. Please consider removing or revising these sections as appropriate to eliminate duplicative disclosure. |
Response: The Registrant observes that the Cash Management Strategies section describes the Portfolios use of cash and cash equivalents to meet daily redemptions and rebalance investment positions in the ordinary course of business, regardless of market conditions. In contrast, the Defensive Investment Strategies section describes the Portfolios use of temporary measures to avoid losses and maintain liquidity during adverse market or economic conditions. While the Portfolios may hold similar instruments in each case, the Registrant believes that separate disclosure highlighting the different purposes for which those instruments may be utilized is appropriate and helpful to facilitate investor understanding. Therefore, the Registrant respectfully declines to revise the disclosure.
13. | Comment: Please clarify whether the voluntary fee waiver described under Additional Information about ManagementVoluntary Fee Waiver in each Prospectus is a separate waiver in addition to the contractual waiver referenced in the footnote to the Annual Portfolio Operating Expenses table. In addition, please consider including additional information regarding the contractual fee waiver adjacent to the Voluntary Fee Waiver section. |
Response: The Registrant has deleted the Additional Information About ManagementVoluntary Fee Waiver section from each Prospectus as it is no longer applicable. The Registrant believes that each Portfolios current disclosure regarding the contractual fee waiver is appropriate and not inconsistent with the requirements of Form N-1A.
14. | Comment: In the Additional Information About ManagementVoluntary Fee Waiver section of each Prospectus, please specify the amount of the voluntary fee waiver, expressed as an annual percentage of the Portfolios net assets. |
Response: The Registrant has deleted the Additional Information About ManagementVoluntary Fee Waiver section from each Prospectus as it is no longer applicable.
15. | Comment: The Additional Information About ManagementDistribution and Services Plan section refers to certain share classes of each Portfolio that are not offered through the Prospectus. Please delete references to such share classes or clarify that they are not offered by the Portfolio. |
Response: The Registrant notes that the above-referenced section of the Prospectus includes the following disclosure:
The Portfolio may not offer shares of each class. Please see the Portfolio Summary section of this Prospectus to determine which share classes the Portfolio offers.
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The Registrant believes that an investor will understand the general operation of the Distribution and Services Plan without disclosure that is tailored for each Portfolio of the Registrant. Accordingly, the Registrant respectfully declines to revise the disclosure.
16. | Comment: In the Your InvestmentSales and Purchases of SharesPurchase and Redemption of Shares section, please delete the word including from the phrase or other circumstances, including as determined by the Securities and Exchange Commission. |
Response: The Registrant has made the requested revision.
17. | Comment: Please confirm that the section Your InvestmentSales and Purchases of SharesPurchase and Redemption of Shares includes all of the information required to be disclosed by Item 11(c)(7) and (8) of Form N-1A. |
Response: The Registrant respectfully submits that the above-referenced section of the Prospectus satisfies the requirements of Items 11(c)(7) and (8) of Form N-1A.
18. | Comment: In the Your InvestmentSales and Purchases of SharesPurchase and Redemption of Shares section, if applicable, consider providing additional information regarding how the Portfolios will handle redemptions-in-kind (e.g., by stating that redemptions-in-kind will be made on a pro-rata basis, or will consist of individual portfolio securities or a representative basket of portfolio securities). |
Response: Item 11(c)(8) of Form N-1A requires funds to describe the procedures for redeeming fund shares, including [t]he methods that the fund typically expects to use to meet redemption requests, and whether those methods are used regularly, or only in stressed market conditions (e.g., sales of portfolio assets, holdings of cash or cash equivalents, lines of credit, interfund lending, and/or ability to redeem in kind) [emphasis added]. The Registrant believes the disclosure that is contained under Your InvestmentSales and Purchases of SharesPurchase and Redemption of Shares appropriately communicates to investors information about the Portfolios ability to redeem in-kind and complies with the requirements of Item 11(c)(8). Therefore, the Registrant respectfully declines to make the requested change.
19. | Comment: In the Your InvestmentShare Valuation and PricingNet Asset Value section, please define the term good order. |
Response: The Registrant believes the phrase good order is a widely used and commonly understood term of art in the industry that is used to indicate that a purchase or redemption order is supported by all appropriate documentation and information in proper form. The Registrant therefore respectfully declines to revise the disclosure.
20. | Comment: On the back cover page of the Prospectus, pursuant to Item 1(b)(4) of Form N-1A, please use a smaller type size for the file number than that generally used elsewhere in the Prospectus. |
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Response: The Registrant confirms that the file number on the back cover page of each Prospectus appears in a smaller type size than that generally used elsewhere in the Prospectus.
ProspectusWells Capital Management Mid Cap Value Portfolio
21. | Comment: In the first sentence of the Portfolio SummaryPrincipal Investment Strategies section, please insert plus borrowings for investment purposes after net assets. |
Response: The Registrant notes that the Investment Policies section of the Statement of Additional Information (SAI) discloses that, for purposes of a Portfolios policy to invest at least 80% of its net assets in certain investments, net assets include the amount of any borrowings for investment purposes. Accordingly, the Registrant respectfully declines to revise the disclosure.
22. | Comment: The first paragraph of the Portfolio SummaryPrincipal Investment Strategies section states that the Subadviser invests, under normal circumstances, at least 80% of the Portfolios net assets in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell Midcap Value Index® at the time of investment. Please explain supplementally the purpose of the parenthetical phrase (based upon shares available for trading on an unrestricted basis) and clarify in the disclosure why this information is being provided. |
Response: The Registrant respectfully submits that the purpose of the parenthetical is to exclude from the market capitalization calculation a companys outstanding shares that are not available to the public and not part of the investable universe. It is the Registrants understanding that this is consistent with the methodology employed by index providers, including the provider of the Russell Midcap Value Index, to measure free float market capitalizations. The Registrant believes this language is helpful for investors to understand how the Subadviser determines whether a company is within the Portfolios 80% investment policy and respectfully declines to revise the disclosure in response to the comment.
23. | Comment: In the Portfolio SummaryPrincipal Investment Strategies section, please identify the principal investment strategy that corresponds to Real Estate Investment Risk. |
Response: The Registrant respectfully submits that Real Estate Investment Risk corresponds to the Portfolios principal investment strategy to invest at least 80% of its net assets in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell Midcap Value Index at the time of investment. The Registrant notes that the Russell Midcap Value Index is typically comprised of a number of companies in the real estate industry. For example, for the one-year period ended
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December 31, 2017, the average weight of real estate investment trusts in the Russell Midcap Value Index was approximately 14%.
Prospectus Victory Sycamore Mid Cap Value Portfolio
24. | Comment: Please explain supplementally why the Portfolio utilizes the Russell Midcap Index for purposes of its 80% test, rather than the Russell Midcap Value Index. The Staff notes that this is a value-driven Portfolio and that the Portfolio uses the Russell Midcap Value Index as a benchmark in its performance table. |
Response: The Registrant respectfully submits that using the Russell Midcap Index for purposes of the Portfolios 80% test is reasonable and consistent with investor expectations of the term mid cap. The Registrant believes this approach is consistent with published guidance with respect to Rule 35d-1 under the 1940 Act, which provides that although the term mid-cap suggests an investment in certain investments and requires an 80% test, the terms value and growth connote a type of investment strategy rather than a particular type of investment and, therefore, a fund is not required to adopt an 80% test with respect to those terms. The Registrant notes that the Russell Midcap Index is a broad-based securities market index that focuses on the mid-cap sector. The Registrant is not aware of any requirement that the index used for purposes of the Portfolios 80% test must be the same as the benchmark in the Portfolios performance table.
25. | Comment: In the Portfolio SummaryPrincipal Risks section, please identify the risks associated with investments in American Depositary Receipts and Global Depositary Receipts (ADRs and GDRs) as referenced in the first paragraph of the Portfolio SummaryPrincipal Investment Strategies section. |
Response: The Registrant respectfully notes that the risks associated with foreign investments are described under Portfolio SummaryPrincipal RisksForeign Investment Risk, and that the disclosure in that section indicates that such risks apply to both direct and indirect investments. The Registrant further notes that depositary receipts are explicitly discussed under Principal Risks of Investing in the PortfolioForeign Investment Risk.
26. | Comment: The second paragraph in the Portfolio SummaryPrincipal Investment Strategies section states that [t]he market conditions of companies in the index change with market conditions and the composition of the index. Please revise this sentence for clarity. |
Response: The Registrant has revised the disclosure
as follows: The market conditions size of companies in the index change changes with market conditions and the composition of the index.
27. | Comment: The disclosure in the Principal Risks of Investing in the PortfolioForeign Investment Risk section refers to risks associated with investments in emerging market countries. If the Portfolio invests in emerging markets as a principal investment strategy, please add appropriate disclosure to the Portfolio SummaryPrincipal Investment |
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Strategies and Principal Risks sections and explain how the Portfolio determines which countries are considered to be emerging markets countries. |
Response: The Registrant confirms that investing in emerging markets is not a principal investment strategy for the Portfolio.
28. | Comment: The Principal Risks of Investing in the PortfolioForeign Investment Risk section refers to investments in participation certificates. If the Portfolio invests in participation certificates as a principal investment strategy, please add appropriate disclosure to the Portfolio SummaryPrincipal Investment Strategies and Principal Risks sections. |
Response: The Registrant confirms that investing in participation certificates is not a principal investment strategy for the Portfolio.
Statement of Additional Information
29. | Comment: The Staff notes that Allianz Global Investors Dynamic Multi-Asset Plus Portfolio, Schroders Global Multi-Asset Portfolio II, and MFS Value Portfolio II are the subject of fund reorganizations that are expected to be completed in the first half of 2018. Please disclose information regarding the mergers of these portfolios in the registration statement, as applicable. |
Response: The Registrant confirms that the amendment to the Registration Statement filed with the Commission pursuant to Rule 485(b) under the 1933 Act (the 485(b) Amendment) has been revised as appropriate to reflect that these mergers are expected to close contemporaneously with the effective date of the 485(b) Amendment on April 30, 2018.
30. | Comment: Please explain why Victory Sycamore Mid Cap Value Portfolio is not included in the Investment Policies section of the SAI. |
Response: The Registrant notes, as indicated in the disclosure, that the above-referenced section of the SAI sets forth the investment policies of certain of the portfolios and that more information about the investment policies of each portfolio (including Victory Sycamore Mid Cap Value Portfolio) can be found under Investment Restrictions and Investment Strategies and Risks in the SAI and in the relevant Prospectus.
31. | Comment: The Investment RestrictionsTrust I Portfolio and Trust II Portfolio Operating PoliciesConcentration section of the SAI includes the following statement: For the purposes of determining concentration in any one industry, each Allocation Portfolio and the Brighthouse Balanced Plus Portfolio will aggregate the amount of investments of all affiliated Underlying Portfolios. Please clarify how this approach complies with any relevant requirements or limitations regarding concentration. |
Response: In response to the Staffs comment, the Registrant has clarified the disclosure in the SAI as follows: For the purposes of determining concentration in any one industry, each
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Allocation Portfolio and the Brighthouse Balanced Plus Portfolio will aggregate the amount of its indirect investments of
through all affiliated Underlying Portfolios.
32. | Comment: In the Management of the TrustsQualifications of the Trustees section, please describe each Trustees qualifications individually, rather than providing an overall description of the Trustees collective qualifications. |
Response: Item 17(b)(10) of Form N-1A says, in relevant part, For each director, briefly discuss the specific experience, qualifications, attributes, or skills that led to the conclusion that the person should serve as a director for the Fund at the time the disclosure is made, in light of the Funds business and structure. The Registrant respectfully submits that the existing SAI disclosure excerpted below is responsive to this requirement and has revised the disclosure as marked.
Ms. Gause and Mr. Boulware each served as chief executive officer of a financial services company; Ms. Hawthorne served as interim chief executive officer and chairman of the board of a technology-related company; and Ms. Vroegop has served as a managing director of a financial services company. Ms. Nugents prior legal and professional careers focused on the mutual fund industry and its operations. Mr. Alderman served as lead Independent Trustee of Trust I. Mr. Towle served as partner, portfolio manager and director of a large asset management company. Mr. Rosenthal serves as Chief Investment Officer of Brighthouse Financial, Inc., the parent company of the Adviser, and previously held executive positions with MetLife, Inc., the former parent company of the Adviser.
33. | Comment: With reference to the Investment Advisory and Other ServicesTrust Is Management AgreementsTrust Is Expenses and Expense Limitation Agreement, please confirm whether the contractual expense limitation arrangement disclosed in the second paragraph applies to the Portfolios. The Staff notes that this contractual expense limitation arrangement appears to be different from the fee waivers disclosed in each Portfolios Prospectus. |
Response: The Registrant confirms that the contractual expense limitation arrangement disclosed in the above-referenced section does not apply to either Portfolio.
34. | Comment: With reference to the table in the Investment Advisory and Other ServicesSubadvisory Arrangements for Trust I and Trust II section, the Staff notes that the addition of Victory Capital Management, Inc. did not appear as a change in the R-tagged filing. |
Response: The Registrant confirms that the inclusion of Victory Capital Management, Inc. in the table referenced was marked as a change.
35. | Comment: In footnote (e) to the table in the Investment Advisory and Other ServicesSubadvisory Arrangements for Trust I and Trust IITrust II Portfolios Subadvisory Fee Schedules section, please clarify what is meant by the term discontinuity in the phrase |
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transitional fee credit to eliminate any discontinuity. Please confirm whether this is a one-time credit and whether it will impact the overall advisory fee paid by the Portfolio. |
Response: The Registrant notes that the above-referenced subadvisory fee schedule contains different fee schedules that apply to the total amount of assets under management when different asset levels are reached. The term discontinuity refers to the size of the change in the subadvisory fee amount paid under different fee schedules. The transitional fee credit is an element of the subadvisory fee provisions that smooths the amount of subadvisory fees owed when the Portfolio transitions between different fee schedules. The subadvisory fee does not impact the overall advisory fee paid by the Portfolio.
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If you have any questions or require any clarification concerning the foregoing, please call me at (617) 235-4975.
Very truly yours, | ||
/s/ Renee E. Laws | ||
Renee E. Laws | ||
cc: | Andrew Gangolf, Esq. | |
Michael Lawlor, Esq. | ||
Brian D. McCabe, Esq. | ||
Jeremy C. Smith, Esq. |
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