SecProbe.io

July 14, 2021

VIA E-MAIL

Julie Collett, Esq.
Senior Director and Counsel
Equitable Financial Life Insurance Company
1290 Avenue of the Americas
New York, NY 10104

Re: Separate Account FP
Equitable Financial Life Insurance Company
Initial Registration Statement on Form N-6
File Nos. 333-256251; 811 -04335

Equitable America Variable Account K
Equitable Financial Life Insurance Company of America
Initial Registration Statement on Form N-6
File No. 333-256256; 811-22886

Dear Ms. Collett:

 On May 18, 2021 you filed the above-referenced initial registration statements on Form
N-6 on behalf of Equitable Financial Life Insurance Company and Equitable Financial Life
Insurance Company of America (the “Companies”) and their separate accounts.  Based on the
Companies’ representations in the letters accompanying the registration statements, we have
given the registration statements a selective review.  Where a comment is made with regard to
the disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the
registration statements.1

General

1. Please confirm that all missing information, including all exhibits, will be filed in a pre-
effective amendment to each registration statement. We may have further comments
when you supply the omitted information.
2. Please include an active hyperlink or other means of facilitating access that leads directly
to each website address referenced in the registration statement, as well as all other

1 Capitalized terms have the same meaning as in the registration statements unles s otherwise indicated. Page
numbering refers to the Separate Account FP Form N-6 registration statement unless otherwise indicated.

Julie Collett, Esq.
July 14, 2021
Page 2 of 8

information incorporated by reference, such as Form VPFS.  See General Instruction
C.3(i) to Form N-6; Rule 411 under the Securities Act of 1933 (the “1933 Act”); Rule 0-4
under the Investment Company Act of 1940.
3. Please provide powers of attorney that relate specifically to each registration statement as
required by Rule 483(b) of the 1933 Act.
Cover Page
4. In the third sentence of the fourth paragraph, please clarify that in most states, the
Company will refund the policy account value, plus any charges that were deducted , less
any outstanding loan and accrued loan interest .
Definition of Key Terms (pages 5-6)
5. Please remove the statement in the Alternative Death Benefit definition regarding there
being a choice of a life insurance qualification test, as the Policy only offers one test.
Further, please consistently refer to this de ath benefit as either  the “alternative” death
benefit or the “alternate” death benefit; both terms are currently used throughout the
prospectus.
Important Information You Should Consider About the Policy (pages 7-9)
6. When describing Insurance Company Risks, please note that any policy obligations,
including under the fixed rate option  and under the MSO , are subject to the Company’s
claims-paying ability.
7. In the Policy Lapse section of the Risks table, please reconcile the statement that an
owner may need to pay more premiums to keep the policy from terminating if the policy
continuation feature is in effect with page 44 of the prospectus, which states that no
further premiums are required if policy continuation takes effect.
Overview of the Policy (pages 10-11)
8. To avoid investor confusion, please group the four riders under the Policy into one list,
and make clear that (a) both the Policy Continuation Rider and the Living Benefits Rider
have a charge associated with exercising th e rider; (b) the Policy Continuation Rider is
automatically issued to all policies; (c) the Living Benefits Rider is only added at issue to
Policies with a face amount of at least $100,000, and there is a $100 charge for those who
decline the rider but later elect it after i ssue; (d) the No-Lapse Guarantee Rider is
automatically added to all policies (or clarify the “eligible policies” to which it is
automatically added); and (e) the Policy Continuation Rider protects against policy
termination if the net policy account value is insufficient to cover the monthly deductions
(regardless of whether there is an outstanding loan).

Julie Collett, Esq.
July 14, 2021
Page 3 of 8

Fee Table (pages 12-14)

9. To avoid investor confusion, please remove the label “Current and Maximum Charge”
from the wire transfer charge, express mail charge, duplicate policy charge, and charge
for returned payments in the Transaction Fees table. With regard to the policy history
charge, please remove the label “Current” as $50 is the maximum charge, but not the
current charge.
10. In the fourth footnote to the Transaction Fees table, please include a cross-reference to
the MSO prospectus.
11. Please format the footnote in the Transaction Fees table describing the declining
surrender charge to be consistent with the other footnotes ( i.e., indent the table; replace
“**” with a number).
12. In the narrative preceding the Periodic Charges table, please remove the phrase
“guaranteed maximum” consistent with the prescribed wording of Item 4 of Form N-6.
13. Please clarify that the charge for adding the Living Benefits Rider is deducted “Once – on
the date the rider is exercised” rather than “At the time of the transaction,” consistent
with the description of the Policy Continuation Rider charge.
Payment of Premiums and Determining Your Policy’s Value (pages 22-26)

14. Page 23 of the prospectus states that the policy will not lapse if the policy “has an
outstanding loan that would qualify for ‘policy continuation.’”  Please revise this
disclosure to clarify that the policy will not lapse if the conditions of the Policy
Continuation Rider are satisfied, including that there is sufficient net policy account value
to cover the Policy Continuation Charge, and provide a corresponding cross-reference.
Death Benefits and Accessing Your Money (pages 29-33)

15. When providing an example on page 29 of the alternative death benefit under the cash
value accumulation test, please reconcile the 144.0% death benefit percentage in the
Separate Account FP prospectus with the 140.0% death benefit percentage in the
Equitable America Variable Account K prospectus.
16. (Equitable America Variable Account K prospectus only) . Please remove the reference to
the Long-Term Care Services Rider on page 30, which does not appear to be offered
under the Policy.
17. (Separate Account FP prospectus only) . When describing on page 31 the effects of a
policy loan, please state that a loan, repaid or not, has a permanent effect on the cash
surrender value and death benefit.  Item 13(d) of Form N-6.

Julie Collett, Esq.
July 14, 2021
Page 4 of 8

Tax Information (pages 34-39)

18. Please confirm that, to the extent relevant, the tax discussion here and throughout the
prospectus reflects any currently effective provisions of the Coronavirus Aid, Relief, and
Economic Security (CARES) Act, the COVID-Related Tax Relief Act of 2020, the
Setting Every Community Up for Retirement Enhancement (SECURE) Act, and the
American Rescue Plan Act of 2021.
Other Benefits Available Under the Policy (pages 40-45)

19. In the benefits table, please reconcile the statement in the fourth column of the Policy
Continuation Rider description, which states that the policy is automatically placed on
policy continuation, with the disclosure on page 44 of the prospectus, which states that
the owner must elect to exercise the rider.
20. When describing the Policy Continuation Rider beginning on page 44, please remove the
cross-reference to the cash value accumulation test when describing the Policy
Continuation charge, as this test is not relevant to the calculation of the charge.  Please
also remove this cross-reference from the Policy Continuation Rider charge discussion on
page 50 of the prospectus.
21. (Equitable America Variable Account K prospectus only) .  On page 42, please remove
the reference to the Substitution of Insured Person Rider and the discussion on the Long-
Term Care Services Rider, which do not appear to be offered under the Policy.  Please
also remove the Substitution of Insured Person Rider discussion and the Long-Term Care
Services Rider reference on page 53.
More Information About Policy Charges (pages 46-51)

22. When describing the premium charge, please remove the reference to the “death benefit
option,” as there is only one death benefit offered under the Policy. Similarly, please
remove the “death benefit option” reference in the first paragraph on page 65 describing
personalized illustrations.
23. Please revise the fourth paragraph of the surrender charge discussion as follows: (a) move
the first two sentences on how the surrender charge will be deducted to the following
discussion on requesting a decrease in face amount; (b) more clearly explain in the third
sentence that the maximum  surrender charge contained in the policy  is shown for the first
policy month of each policy year; (c) revise the fourth sentence as follows: “[t]he current
maximum surrender charge is 6% of each premium, not to exceed an amount per $1,000
of initial base policy face amount, which will be between $20.63 and $55.87 per $1,000
of initial base policy face amount;” and (d) in the last sentence, please replace “cash
value” with “net cash surrender value.”
24. In the first and second paragraphs describing the mortality and expense risk charge,
please clarify that the Company “will” (rather th an “may”) collect and deduct this charge.

Julie Collett, Esq.
July 14, 2021
Page 5 of 8

25. In the Optional Rider Charges discussion, please disclose that there is no additional
charge for the No-Lapse Guarantee Rider.
Appendix: Calculating the Alternate Death Benefit

26. Please reconcile the Appendix heading – Calculating the Alternate  Death Benefit – with
the first sentence of the first paragraph, stating that the examples therein demonstrate how
the standard  death benefit is calculated.
27. In the first paragraph, please remove the statement that the examples assume the owner
selected the cash value accumulation test, as the Policy does not offer a choice.
28. Please revise the fourth row in the table to  clarify that the Standard Death Benefit for
Policy 2 is $100,000, and add two rows to the table to depict the Alternate Death Benefit
($50,400 for Policy 1 and $122,400 for Policy 2) and the Death Benefit Paid ($100,000
for Policy 1 and $122,400 for Policy 2).
Appendix: Examples of How the Policy Continuation Rider Works

29. (Equitable America Variable Account K prospectus only) .  As disclosed in this appendix
to the Separate Account FP prospectus, please explain that after the policy goes on policy
continuation, future premium payments, partial withdrawals and requested policy
changes are not allowed, the policy does not lapse and continues in force during the
illustrated year and in all subsequent years, and loan interest continues to be due on each
policy anniversary, and if not paid when due, is added to the outstanding loan.
Requesting More Information

30. Please replace the last three sentences of the back cover page with the statement required
by Item 1(b)(3) of Form N-6 ( i.e., “Copies of this information may be obtained, upon
payment of a duplicating fee, by electronic request at the following email address:
publicinfo@sec.gov.”).
31. Please include the EDGAR contract identifier for the Policy on the bottom of the back
cover page in type size smaller than that generally used in the prospectus ( e.g., 8-point
modern type). Item 1(b)(4) of Form N-6
INITIAL SUMMARY PROSPECTUS

General

32. Please apply all comments herein to the summary prospectus, as applicable.

Julie Collett, Esq.
July 14, 2021
Page 6 of 8

Cover Page

33. Please revise the first sentence of the first paragraph to clarify that the Policy is a variable
and index-linked  life insurance policy.

34. In the fourth paragraph, please make clear that an investor could experience a significant
loss of principal and previously credited interest in connection with the MSO.  Please also
provide a cross-reference to the MSO prospectus, and inform investors as to how to obtain the MSO prospectus.
Important Information You Should Consider About the Policy (pages 3-5)

35. Certain cross-references in this section refer to other sections of the summary prospectus.
Please provide cross-references to the location in the statutory prospectus  where the
subject matter is discussed in greater detail.  Further, all cross-references should link directly to the relevant sections of the statutory prospectus, or should provide a means of facilitating access to that information through equivalent methods or technologies. Instruction 1(b) to Item 2 of Form N-6.

36. When listing other Policy fees and expenses in the Ongoing Fees and Expenses
discussion, please include mortality risks and MSO and loan charges, consistent with the corresponding disclosure in the statutory prospectus.  Please also list risk class in the examples of insured characteristics.
37. Please state that in connection with Risks Associated with Investment Options, an
investment in the policy can vary depending on the performance of the Portfolios and the
MSO and guaranteed investment option (GIO) .  Please provide cross-references to the
MSO prospectus and to the “Guaranteed Interest Option” section of the statutory
prospectus.

38. Please provide a cross-reference to the “About our general account” section of the
statutory prospectus when discussing Insurance Company Risks.
39. Please reconcile the Restrictions - Investments discussion with the corresponding section
of the statutory prospectus, as the two differ.
40. Please remove the second paragraph of Restrictions – Optional Benefits, which is
redundant with the third paragraph.

Overview of the Policy (pages 6-7)

41. The third paragraph states that some policy forms, features, and/or Portfolios described in
the summary prospectus may not be available through all brokers.  Please confirm supplementally that all broker-specific variations are described in the appendix to the

Julie Collett, Esq.
July 14, 2021
Page 7 of 8

statutory prospectus titled “State policy availability and/or variations of certain features and benefits.”

42. When describing the MSO in the fourth paragraph of the Premiums discussion, please
state that there could be a significant loss of principal and previously credited interest.

Other Benefits Available Under The Policy (pages 10-11)

43. Please revise the third column to state that the Living Benefits Rider is optional.

Buying The Policy (page 12)

44. Please describe under what circumstances premiums may be required in order to avoid
lapse and how the amount of the additional premiums will be determined.  Please also briefly explain the operation of the grace period, including the effect of the insured’s death during the grace period. Rule 498A(b)(5)(v); Items 9(a)(3) and 9(c) of Form N-6.

How Your Policy Can Lapse (page 13)

45. In the first paragraph, please include policy charges in the list of items that could cause
the policy to lapse.

Making Withdrawals: Accessing the Money in Your Policy (page 14)

46. Please state when surrender and withdrawal proceeds are calculated and payable.  Rule
498A(b)(5)(vii); Item 12(a) to Form N-6.

********
 Responses to this letter should be made in a letter to me filed on Edgar and in the form of
pre-effective amendments filed pursuant to Rule 472 under the Securities Act.  Where no change
will be made in a filing in response to a comment, please indicate this fact in the letter to us and
briefly state the basis for your position.

 You should review and comply with all applicable requirements of the federal securities
laws in connection with the preparation and distribution of preliminary prospectuses.

 Although we have completed our initial review of the registration statements, the filings
wil