Correspondence 0001193125-24-043769 from EQUITABLE FINANCIAL LIFE INSURANCE CO OF AMERICA (CIK 0000835357)
EQUITABLE FINANCIAL LIFE INSURANCE CO OF AMERICA (CIK 0000835357)
Date: Feb. 23, 2024 · CIK: 0000835357 · Accession: 0001193125-24-043769
AI Filing Summary & Sentiment
File numbers found in text: 333-265029
Letter
Revised SEC Cover Letter regarding #333-265029
DARIN SMITH
Vice President and
Associate General Counsel
(319) 573-2676
darin.smith@equitable.com
February 23, 2024
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Equitable Financial Life Insurance Company of America
Post-Effective Amendment No. 5 on Form S-3 Registration Statement
333-265029
CIK 0000835357
Commissioners:
On behalf of Equitable Financial Life Insurance Company of America (“Equitable America”), we are filing herewith, electronically via EDGAR, Equitable America’s Form S-3 Registration Statement (“Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”), with respect to interests in the Structured Investment Option® (“SIO”) available under the Structured Capital Strategies® Income variable annuity contracts offered by Equitable America.
Purpose of the Filing and Filing Fees
The purpose of this filing is to add the exchange offer supplement. This POSAM also includes updated information and changes of a stylistic and clarifying nature to the prospectus.
Request for Selective Review
In reliance upon Securities Act Release No. 6510 and Investment Company Act Release No. 13768 (February 15, 1984), we hereby request selective review from the Commission and its Staff of the disclosure related to the sole principal difference between the versions of Structured Capital Strategies® Income. Except for the Exchange Offer Supplement, the disclosure set forth in this Post-Effective Registration Statement is substantially similar to the disclosure that has been previously filed with the Commission and commented on by the Staff in relation to the Structured Capital Strategies® Income Registration Statement that the Staff declared effective on May 1, 2023.
The sole principal difference between the new version of Structured Capital Strategies® Income and the current version of Structured Capital Strategies® Income is the addition of the Exchange Offer Supplement. Moreover, the exchange offer supplement is identical to the exchange offer supplement the Staff reviewed last fall except the term “variable investment options” was shortened to “investment options” in one bullet point.
Under these circumstances, we believe a limited staff review is appropriate.
Because of the new iXBRL requirements which apply to the combination S-3 and N-4 prospectus, we would like to clear comments by March 15, 2024 to allow sufficient time for iXBRL tagging, review and testing. Accordingly, we would greatly appreciate the Staff’s effort in providing us with comments by March 1, 2024, or as soon as practicable thereafter. We will then file a Post-Effective Amendment that will address any Staff comments.
Equitable America will also request acceleration of the effectiveness of the Registration Statement pursuant to Rule 461 under the Securities Act.
Please contact the undersigned at (319) 573-2676 if you have any questions or comments.
Very truly yours,
/s/ Darin Smith
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CORRESP 1 filename1.htm Revised SEC Cover Letter regarding #333-265029 DARIN SMITH Vice President and Associate General Counsel (319) 573-2676 darin.smith@equitable.com February 23, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Equitable Financial Life Insurance Company of America Post-Effective Amendment No. 5 on Form S-3 Registration Statement 333-265029 CIK 0000835357 Commissioners: On behalf of Equitable Financial Life Insurance Company of America (“Equitable America”), we are filing herewith, electronically via EDGAR, Equitable America’s Form S-3 Registration Statement (“Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”), with respect to interests in the Structured Investment Option® (“SIO”) available under the Structured Capital Strategies® Income variable annuity contracts offered by Equitable America. Purpose of the Filing and Filing Fees The purpose of this filing is to add the exchange offer supplement. This POSAM also includes updated information and changes of a stylistic and clarifying nature to the prospectus. Request for Selective Review In reliance upon Securities Act Release No. 6510 and Investment Company Act Release No. 13768 (February 15, 1984), we hereby request selective review from the Commission and its Staff of the disclosure related to the sole principal difference between the versions of Structured Capital Strategies® Income. Except for the Exchange Offer Supplement, the disclosure set forth in this Post-Effective Registration Statement is substantially similar to the disclosure that has been previously filed with the Commission and commented on by the Staff in relation to the Structured Capital Strategies® Income Registration Statement that the Staff declared effective on May 1, 2023. The sole principal difference between the new version of Structured Capital Strategies® Income and the current version of Structured Capital Strategies® Income is the addition of the Exchange Offer Supplement. Moreover, the exchange offer supplement is identical to the exchange offer supplement the Staff reviewed last fall except the term “variable investment options” was shortened to “investment options” in one bullet point. Under these circumstances, we believe a limited staff review is appropriate. Because of the new iXBRL requirements which apply to the combination S-3 and N-4 prospectus, we would like to clear comments by March 15, 2024 to allow sufficient time for iXBRL tagging, review and testing. Accordingly, we would greatly appreciate the Staff’s effort in providing us with comments by March 1, 2024, or as soon as practicable thereafter. We will then file a Post-Effective Amendment that will address any Staff comments. Equitable America will also request acceleration of the effectiveness of the Registration Statement pursuant to Rule 461 under the Securities Act. Please contact the undersigned at (319) 573-2676 if you have any questions or comments. Very truly yours, /s/ Darin Smith Darin Smith EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA 8501 IBM DRIVE, SUITE 150, CHARLOTTE, NC 28262-4333