October 30, 2020
BY EMAIL
Elizabeth Gioia
Vice President, Corporate Counsel
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777
Re: Pruco Life Insurance Company of New Jersey
Pruco Life of New Jersey Flexible Premium Variable Annuity
Account
Initial Registration Statement on Form N-4
File No. 333-248527.
Dear Ms. Gioia:
The staff has reviewed the above-referenced initial registration
statement, which the
Commission received on September 1, 2020, as well as the pre-effective
amendment submitted
on September 10, 2020. Based on our review, we have the following comments.
1. General
a. Defined terms used in this letter have the same meaning as in the
prospectus.
b. Please note that comments we give on disclosure in one section apply to
other sections of
the filing that contain the same or similar disclosure.
c. Please clarify supplementally whether there are any types of guarantees
or support
agreements with third parties to support any of the guarantees of Pruco
Life Insurance
Company of New Jersey ( Pruco Life of New Jersey ) under the contract
or whether
Pruco Life of New Jersey will be solely responsible for payment of
contract benefits.
d. Please confirm that all material state variations of the contract are
disclosed in this
prospectus. If not, please add appropriate disclosure.
2. EDGAR Class Identifier
The EDGAR Class identifier for this contract currently reads as:
MyRock NY Advisor
Variable Annuity; however, the name of the product in the prospectus:
MyRock New
Elizabeth Gioia
October 30, 2020
Page 2 of 4
York Advisor Variable Annuity. Please update the EDGAR class
identifier so that it
exactly matches the product name.
3. Cover Page
The contract name references the state of New York while the registrant
s name
references New Jersey. Please clarify whether the contract is being
marketed to residents
of both states, or principally to residents of New York. Include such
disclosure in the
summary section of the prospectus as well.
4. Examples (p. 12)
a. Please confirm that the most expensive combination of features is
reflected in the
examples.
b. In the footnote to the expense examples table, the prospectus states that
contract owners
ability to annuitize in the first Annuity Year may be limited. Please
provide further
disclosure or a cross-reference to discussion in the prospectus
explaining the specifics of
this limitation.
5. Requirements for Purchasing the Annuity (p. 24)
a. Speculative Investing. The registrant states that the contract holder may
name as Owner
of the Annuity, subject to state availability, a grantor trust with two
grantors only if the
grantors are designated as Joint Annuitants. Given that this contract is
not a national
product and is governed by New York and New Jersey law, please provide
more tailored
disclosure describing the ability of contract holders ability to name
a grantor trust.
b. On page 25, the registrant states that it reserves the right to further
limit, restrict and/or
change to whom it will issue an Annuity in the future, to the extent
permitted by state
law. Given that the contract is governed by New York and New Jersey law,
please
provide more tailored disclosure regarding this reservation of right.
c. Additional Purchase Payments. The registrant states that if allowed by
applicable state
law, currently contract holders may make additional Purchase Payments,
provided that
the payment is at least $100 (we impose a $50 minimum for electronic
funds transfer
( EFT ) purchases). Given that this contract is not a national
product and is governed by
New York and New Jersey law, please provide more tailored disclosure
regarding
additional Purchase Payments.
6. Change of Owner, Annuitant and Beneficiary Designations (p. 28)
The registrant states that the contract holder may change the Owner,
Annuitant and
Beneficiary designations as indicated to the extent permitted by state
law. Given that this
Elizabeth Gioia
October 30, 2020
Page 3 of 4
contract is not a national product and is governed by New York and New
Jersey law,
please provide more tailored disclosure regarding such changes in
designations.
7. Triggers for Payment of the Death Benefit (p. 47)
The registrant notes that a contract holder may name as the Owner of
the Annuity, subject
to state availability, a grantor trust with two grantors only if the
grantors are designated as
Joint Annuitants for the Annuity. Given that this contract is not a
national product and is
governed by New York and New Jersey law, please provide more tailored
disclosure
describing the ability of contract holders ability to name a
grantor trust.
8. PRUCO Life of New Jersey and the Separate Account (p. 62)
In this section, the registrant states that it is licensed to sell
life insurance and annuities in
New Jersey and New York and, accordingly, is subject to the laws of
each of those states.
Please add corresponding disclosure to the cover page and summary
section of the
contract.
9. Voting Rights (p. 64)
Pruco Life of New Jersey states that it may, if required by state
insurance regulations,
disregard voting instructions if they would require shares to be voted
so as to cause a
change in the sub-classification or investment objectives of one or
more of the available
Investment Options or to approve or disapprove an investment advisory
contract for a
Portfolio. Given that this contract is not a national product and is
governed by New York
and New Jersey law, please provide more tailored disclosure regarding
the disregarding
of voting instructions.
10. Financial Statements, Exhibits, and Other Information
Please provide any financial statements, exhibits, consents, and other
required material
not included in the registration statements in a pre-effective
amendment.
Part C
11. Power of Attorney
Please provide a power of attorney that relates specifically to this
registration statement
as required by rule 483(b) under the Securities Act, by either
specifically referencing the
appropriate Securities Act file number or contract name.
Elizabeth Gioia
October 30, 2020
Page 4 of 4
We remind you that the Pruco Life Insurance Company and its management
are
responsible for the accuracy and adequacy of their disclosures,
notwithstanding any
review, comments, action or absence of action by the staff.
Responses to these comments should be made in a letter to me filed
over the EDGAR
system and in pre-effective amendments to the registration statement. If you
believe that you do
not need to make changes to the registration statement in response to a
comment, please indicate
that in the letter and explain the basis for your position.
Although we have completed our initial review of the registration
statement, the
registration statement will be subject to further review after our preliminary
comments are
resolved. Therefore, please be advised that we may make additional comments on
the
registration statement and any additional amendments to it. After resolution of
all disclosure
issues, an appropriate request from the registrant must be made for
acceleration of the effective
date of the registration statement, as amended.
If you have any questions, please call me at (202) 551-6929.
Additionally, copies of
documents or letters filed on EDGAR may be emailed to me at zapataa@sec.gov.
Sincerely,
/s/
Alberto H. Zapata
Senior Counsel
Disclosure Review and
Accounting Office
cc: Sumeera Younis, Branch Chief
Andrea Ottomanelli Magovern, Assistant Director