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United States securities and exchange commission logo
December 2, 2020
Evan Stolove
Senior Vice President and General Counsel
Genworth Mortgage Holdings, Inc.
8325 Six Forks Road
Raleigh, NC 27615
Re: Genworth Mortgage
Holdings, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted November
19, 2020
CIK No. 0001823529
Dear Mr. Stolove:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Investment Portfolio, page 135
1. Refer to your response
to comment 8. Please disclose the material terms of your
investment management
agreement with your parent, including the compensation
structure for
investment management services.
Evan Stolove
FirstName LastNameEvan Stolove
Genworth Mortgage Holdings, Inc.
Comapany2,
December NameGenworth
2020 Mortgage Holdings, Inc.
December
Page 2 2, 2020 Page 2
FirstName LastName
You may contact David Irving at 202-551-3321 or Sharon Blume at
202-551-3474 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or J. Nolan McWilliams at 202-551-3217
with any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Finance
cc: Michael Schiavone