April 12, 2021
VIA ELECTRONIC MAIL
Christopher J. Madin
Vice President, Corporate Counsel
The Prudential Insurance Company of America
280 Trumbull Street
Hartford, CT 06103
RE: Pruco Life Insurance Company s VUL Protector
Initial Registration Statement on Form N-6
File No. 333-252985
Dear Mr. Madin:
The staff has reviewed the above-referenced initial registration
statement, which the
Commission received on February 11, 2021. Comments and page references
correspond to
the numbering at the top of the pages of the filings provided to staff via
EDGAR. Based on
our review, we have the following comments. 1
General Comments
1. Please confirm that all missing information, including the financial
statements and
all exhibits, will be filed in a pre-effective amendment to the
registration statement.
We may have further comments when you supply the omitted
information.
2. Please include page numbers to cross-references throughout the
prospectus.
3. Please disclose to the staff whether there are any types of
guarantees or support
agreements with third parties to support any Contract features or
benefits, or
whether Prudential will be solely responsible for any benefits or
features associated
with the Contract.
4. All references to website addresses for contract-related documents
should be to the
landing page address.
1
Capitalized terms have the same meaning as in the registration statement
unless otherwise indicated.
Christopher J. Madin
Pruco Life Insurance Company Variable Universal Life
April 12, 2021
Page 2 of 5
Cover Page
5. Please add the Free-look legend. (See Form N-6, Item 1(a)(8)).
Key Information (pp. 6-7)
6. Please remove the glossary and table of contents headers
from each page.
7. Please provide cross-references for every row to the location in the
Statutory
Prospectus where the subject matter is described in greater detail.
(See Instruction
1(b) to Item 2).
8. With respect to the Charges For Early Withdrawals section, please
disclose the
maximum surrender charge (as a percentage of contribution/premium or
amount
surrendered), and the maximum number of years that a surrender charge
may be
assessed since the last premium payment under the Contract. (See
Instruction 2(a) to
Item 2).
9. With respect to the Risks Associated With Investment Options
section, please
provide cross references to the sections of the prospectus that discuss
each risk in
greater detail, including, a cross-reference, as appropriate, to the
Principal Risk
section.
10. With respect to the last sentence in the Insurance Company Risks
section, please
revise to is available upon request.
11. With respect to the third paragraph in the Optional Benefits
section, please state
the effect of withdrawals exceeding certain limits. (See Instruction
4(b) to Item 2).
Overview of the Contract (pp. 8-9)
12. With respect to the Premiums section, please state whether
restrictions may be
imposed on premiums (e.g., by age of insured, or by amount). (See Item
3(b)(2)).
13. With respect to the last sentence in the Investment Choices
paragraph,
prominently disclose that additional information about each Portfolio
Company is
provided in an appendix to the prospectus. (See Instruction 1 to Item
3(b)(3)).
Fee Table (pp. 9-11)
14. With respect to the Amount Deducted column, please include the
basis on which
the charge is imposed. (See Instruction 1(f) to Item 4).
15. Please change Sales Charge On Premiums (load) to Maximum Sales
Charge
Imposed on Premiums (load). (See Item 4).
Christopher J. Madin
Pruco Life Insurance Company Variable Universal Life
April 12, 2021
Page 3 of 5
16. Please change Premium-Based Administrative Charge to Premium
Taxes. (See
Item 4).
17. Please change Surrender Charge to Other Surrender Fees.
(See Instruction 2(a)
to Item 4).
18. With respect to footnotes one and two, please supplementally explain
why
registrant has different representative insureds for these various
charges.
19. With respect to the narrative immediately after footnotes one and two,
please delete
maximum as the corresponding table describes minimum and maximum
contract
fees.
20. In the disclosure please explain why registrant labels certain charges
as initial
throughout the fee table.
21. Please change Administrative Charge For Basic Insurance Amount to
Monthly
Maintenance Fee. (See Instruction 3(c) to Item 4).
22. Please delete footnote ten as the information is not needed.
Summary of Principal Risks of Investing in the Contract (pp. 11-12)
23. The following do not appear to be principal risks, Limitations On
Transfers, and
Replacement Of a Contract. Please move these contract
terms/restrictions to
appropriate section of the registration statement or delete.
Charges and Expenses (pp. 15-18)
24. With respect to the table in the Cost of Insurance (COI) section,
because there are
two standard benefits that can be selected, is the COI different for
each? If so,
specifically show the charges under each option in the fee table.
Riders (pp. 23-31)
25. With respect to the bulleted available riders in the first paragraph,
please provide
one or more examples illustrating the operation of each benefit in a
clear, concise,
and understandable manner. (See last instruction to Item 11).
Premiums (pp. 31-35)
26. Please add each of dollar cost averaging and auto-rebalancing to table
in the Other
Benefits Available Under the Contract and to the Overview of the
Contract
section.
Christopher J. Madin
Pruco Life Insurance Company Variable Universal Life
April 12, 2021
Page 4 of 5
Additional Information (p. 42)
27. Please move a discussion of Cyber Security Risks and Business
Continuity Risks
to the principal risks section, or delete this section from the
prospectus.
Glossary: Definitions of Special Terms Used in This Prospectus (pp. 42-44)
28. Please move glossary to the front of the prospectus prior to the key
information
table.
Appendix B (pp. 50-57)
29. Please delete the last sentence in the paragraph preceding the table
beginning,
[u]pdated performance information . . . .
30. Please delete Affiliated Funds, Unaffiliated Funds and the
name of trusts from
the table headings.
31. With respect to the last paragraph in the Appendix, please reconcile
the statement
that copies of personalized illustrations can be obtained without
charge where the
fee table notes that investors can obtain one free illustration per
year, but charged
$25 for all others after the first illustration.
Additional Information About Operation of Contracts (pp. 61-62)
32. Please consider including the tables in this section in the statutory
prospectus (as an
appendix, etc.).
Part C: Other Information (pp. 65-72
33. Given that this is an initial registration statement, please confirm
that the exhibits
may be incorporated by reference with respect to this new product.
34. With respect to the signatures section, please provide two signature
blocks, one for
the Depositor and another for the registrant.
Financial Statements, Exhibits, and Certain Other Information
Any financial statements, exhibits, and any other required disclosure
not included in
this registration statement must be filed by pre-effective amendment to the
registration
statement.
In closing, we remind you that the 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.
Christopher J. Madin
Pruco Life Insurance Company Variable Universal Life
April 12, 2021
Page 5 of 5
*****************************************
Responses to these comments should be made in a letter addressed to me
and in a
pre-effective amendment to the registration statement. If you believe that you
do not need
to change the registration statement in response to a comment, please indicate
that in the
letter and explain your position.
Although we have completed our initial review of the registration
statement, it will
be reviewed further after our comments are resolved. Therefore, we reserve the
right to
comment further on the registration statement and any amendments to it. After
we have
resolved all issues, the registrant and its underwriter must both request that
the effective
date of the registration statement be accelerated.
If you have any questions, you are welcome to call me at (202) 551- 5912
or email
me at mclarend@sec.gov.
Sincerely,
/s/ DeCarlo McLaren
DeCarlo McLaren
Senior Counsel
Disclosure Review Office
cc: Andrea Ottomanelli Magovern, Assistant Director
Michael Pawluk, Senior Special Counsel
Sumeera Younis, Branch Chief