SEC Company Response from Brighthouse Life Insurance Co (RILA MVA) (CIK 0002041679) — Mar 5, 2026
Brighthouse Life Insurance Co (RILA MVA) (CIK 0002041679)
Date: March 5, 2026 · CIK: 0002041679 · Accession: 0001193125-26-093668
AI Filing Summary & Sentiment
File numbers found in text: 333-283023
Letter
Division of Investment Management Washington, DC 20549 Re: Brighthouse Life Insurance Company Post-Effective Amendment No. 2 to Registration Statement on Form N-4 File No. 333-283023
Dear Ms. Dubey:
On behalf of Brighthouse Life Insurance Company (the “Registrant”), we are responding to the
third round of comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) provided to us via telephone on February 25, 2026, with regard to the above-referenced
post-effective amendment (the “Amendment”) to the Company’s registration statement on Form N-4 filed
under the Securities Act of 1933, as amended. The Amendment was filed with the Commission on
November 20, 2025, and relates to certain individual single premium deferred index-linked annuity
contracts (the “Contracts”). Changes made to the Amendment in response to the Staff’s comments will be
reflected in a subsequent post-effective amendment.
For ease of reference, each of the comments of the Staff is set forth below, followed by the
Registrant’s response. Defined terms used herein have the same meaning as in the Amendment. Page
references are to the marked courtesy copy of the prospectus provided to the Staff on February 24, 2026.
Important Information You Should Consider About the Contract
Comment 1: Regarding the section of the Key Information Table (“KIT”) captioned “Are There
Restrictions on the Investment Options?“ beginning on page 17, please explain
supplementally to the Staff why there may be state variations and state that the
Registrant will add any state variations to this section of the KIT. If there are, add
a reference in the response in the second column that there may be state
variations and add to the third column a cross-reference to the state variations
table in Appendix G.
Response: The addition of the new Shield Options requires state approval, and we are in the
process of obtaining these approvals. If there are states with variations on Shield
Options, they will be disclosed. The Registrant has added a reference to state
variations in the second column and a cross-reference to Appendix G in the third
column of the section of the KIT captioned “Are There Restriction on the
Investment Options?”.
Appendix H
Comment 2: Please explain to us what you are relying on for the statement at the end of the
second paragraph. Also, disclose any known and reasonably available
intermediary variations with specificity.
Response: The second paragraph is intended to alert investors that there may be financial
intermediary variations of which the Registrant is not aware and that cannot be
identified without unreasonable effort or incurring unreasonable expense. The
Registrant is relying on Rule 409 of the Securities Act of 1933, “Information
Unknown or Not Reasonable Available,” for this statement.
Rule 409 permits information to be omitted if, among other things, the obtaining
of the information would involve unreasonable effort or expense. There are two
conditions to Rule 409. First, information must be given if the Registrant
possesses the information or can acquire it without unreasonable expense or
effort. The Registrant will include such information in Appendix H with
appropriate specificity. The second condition is that the Registrant explain why
unreasonable effort or expense would be involved in obtaining the information.
The last sentence in the second paragraph states that unreasonable effort or
expense would be involved, and the discussion preceding this statement explains
why this is the case and gives an example of why a variation may be unknown.
More generally, we note that there are a number of considerations and factors as
to why we are not able to identify all variations without unreasonable effort or
incurring unreasonable expense, including the following: (i) we do not administer
certain financial intermediary variations, (ii) the large number of selling firms
through which the contracts are distributed would make obtaining variations
extremely burdensome and expensive, and (iii) the terms of our existing selling
agreements.
Comment 3: (1) Please disclose the sentence constituting the third paragraph of Appendix H
prominently, e.g., in bold type.
(2) Please insert “the availability of, and” before the words “any limitations.”
Response: The Registrant has made the requested revisions.
General
Comment 4: Confirm to us in your response letter that you have disclosed (1) variations in
current limits on index gains under RILA contracts, e.g. caps, per Instruction 2
to Item 6(d)(2)(ii)(B), and (2) scheduled variations in sales loads, if any, per
Instruction 2 to Item 7(a).
Response: The Registrant confirms that we have made the necessary disclosures referenced
in Comment 4.
As always, we appreciate the Staff’s review of and comments on the Registration Statements.
Please contact the undersigned at (202) 965-8139 with questions or comments.
Very truly yours,
/s/ W. Thomas Conner
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CORRESP 1 filename1.htm SEC Response LTR #3 333-283023 ATTORNEYS AT LAW 1625 Eye Street, NW | Suite 800 Washington, DC 20006 202.965.8100 | fax 202.965.8104 www.carltonfields.com Atlanta Florham Park Hartford Los Angeles Miami W. THOMAS CONNER New York Shareholder Orlando 202.965.8139 Direct Dial Tallahassee TConner@carltonfields.com Tampa Washington, DC West Palm Beach March 5, 2026 Via Electronic Mail and Edgar Transmission Anu Dubey Division of Investment Management Disclosure Review and Accounting Office U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brighthouse Life Insurance Company Post-Effective Amendment No. 2 to Registration Statement on Form N-4 File No. 333-283023 Dear Ms. Dubey: On behalf of Brighthouse Life Insurance Company (the “Registrant”), we are responding to the third round of comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided to us via telephone on February 25, 2026, with regard to the above-referenced post-effective amendment (the “Amendment”) to the Company’s registration statement on Form N-4 filed under the Securities Act of 1933, as amended. The Amendment was filed with the Commission on November 20, 2025, and relates to certain individual single premium deferred index-linked annuity contracts (the “Contracts”). Changes made to the Amendment in response to the Staff’s comments will be reflected in a subsequent post-effective amendment. For ease of reference, each of the comments of the Staff is set forth below, followed by the Registrant’s response. Defined terms used herein have the same meaning as in the Amendment. Page references are to the marked courtesy copy of the prospectus provided to the Staff on February 24, 2026. Important Information You Should Consider About the Contract Comment 1: Regarding the section of the Key Information Table (“KIT”) captioned “Are There Restrictions on the Investment Options?“ beginning on page 17, please explain supplementally to the Staff why there may be state variations and state that the Registrant will add any state variations to this section of the KIT. If there are, add a reference in the response in the second column that there may be state variations and add to the third column a cross-reference to the state variations table in Appendix G. Response: The addition of the new Shield Options requires state approval, and we are in the process of obtaining these approvals. If there are states with variations on Shield Options, they will be disclosed. The Registrant has added a reference to state variations in the second column and a cross-reference to Appendix G in the third column of the section of the KIT captioned “Are There Restriction on the Investment Options?”. Appendix H Comment 2: Please explain to us what you are relying on for the statement at the end of the second paragraph. Also, disclose any known and reasonably available intermediary variations with specificity. Response: The second paragraph is intended to alert investors that there may be financial intermediary variations of which the Registrant is not aware and that cannot be identified without unreasonable effort or incurring unreasonable expense. The Registrant is relying on Rule 409 of the Securities Act of 1933, “Information Unknown or Not Reasonable Available,” for this statement. Rule 409 permits information to be omitted if, among other things, the obtaining of the information would involve unreasonable effort or expense. There are two conditions to Rule 409. First, information must be given if the Registrant possesses the information or can acquire it without unreasonable expense or effort. The Registrant will include such information in Appendix H with appropriate specificity. The second condition is that the Registrant explain why unreasonable effort or expense would be involved in obtaining the information. The last sentence in the second paragraph states that unreasonable effort or expense would be involved, and the discussion preceding this statement explains why this is the case and gives an example of why a variation may be unknown. More generally, we note that there are a number of considerations and factors as to why we are not able to identify all variations without unreasonable effort or incurring unreasonable expense, including the following: (i) we do not administer certain financial intermediary variations, (ii) the large number of selling firms through which the contracts are distributed would make obtaining variations extremely burdensome and expensive, and (iii) the terms of our existing selling agreements. Comment 3: (1) Please disclose the sentence constituting the third paragraph of Appendix H prominently, e.g., in bold type. (2) Please insert “the availability of, and” before the words “any limitations.” Response: The Registrant has made the requested revisions. General Comment 4: Confirm to us in your response letter that you have disclosed (1) variations in current limits on index gains under RILA contracts, e.g. caps, per Instruction 2 to Item 6(d)(2)(ii)(B), and (2) scheduled variations in sales loads, if any, per Instruction 2 to Item 7(a). Response: The Registrant confirms that we have made the necessary disclosures referenced in Comment 4. As always, we appreciate the Staff’s review of and comments on the Registration Statements. Please contact the undersigned at (202) 965-8139 with questions or comments. Very truly yours, /s/ W. Thomas Conner W. Thomas Conner Shareholder cc: Michele H. Abate, Head of Securities Products & Funds Law, Brighthouse Financial Alyson Saad, Managing Corporate Counsel, Brighthouse Financial