August 9, 2021
BY EMAIL
Richard H. Kirk
Vice President, Corporate Counsel
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777
Re: Pruco Life Insurance Company
Pruco Life Flexible Premium Variable Annuity Account
Initial Registration Statements on Forms S-3 and N-4
File Nos. 333-256965; 333-256966; 333-256967; 333-256974.
Dear Mr. Kirk:
The staff has reviewed the above-referenced initial registration
statements, which the
Commission received on June 10, 2021. Comments are based on the prospectus for
the I Series
(Advisor) contract. Please apply relevant comments to the other prospectuses as
appropriate.
Capitalized terms have the same meaning as in the registration statements.
Based on our review,
we have the following comments.
1. General Comments
a. Please confirm that all missing information, including all exhibits, will
be filed in pre-
effective amendments to the registration statements. We may have further
comments
when you supply the omitted information.
b. Please clarify supplementally whether there are any types of guarantees
or support
agreements with third parties to support any contract features or
benefits, or whether
Pruco Life will be solely responsible for any benefits or features
associated with the
contract.
2. Cover Page
a. Clarify that if an adviser charges a fee for its services that this fee
is in addition to
contract fees and expenses. Please also state that if a contract owner
elects to pay the
advisory fee from his or her contract value, then this deduction will
reduce the death
benefits and may be subject to federal and state income taxes and a 10%
federal penalty
tax.
Richard H. Kirk
Prudential Insurance Company of America
Pruco Life Flexible Premium Variable Annuity Account
August 9, 2021
Page 2 of 4
3. Table of Contents
Some of the page numbers in the table of contents do not correspond to
the referenced
sections. Please review the prospectus pagination and update the table of
contents to the
correct pagination.
4. Summary of Fee and Expenses and Expense Examples
a. In the preamble to the fee table, please state that the fees and expenses
do not reflect any
advisory fees paid to financial intermediaries from contract value or
other assets of the
owner, and that if such charges were reflected, the fees and expenses
would be higher.
b. In the preamble to the expense examples, state that the examples do not
reflect any
advisory fees paid to financial intermediaries from contract value or
other assets of the
owner, and that if such fees were reflected, costs would be higher.
5. Fees Associated with Fee-Based Financial Plans or Investment Advisory
Services
The insurer is responsible for ensuring that it accurately processes all
contract
transactions. Accordingly, please remove the sentence presented in bold
on page 35 and
amend the related language in that paragraph stating that it is the
contract owner s
responsibility to validate the accuracy of the advisory fee withdrawn.
6. Advisory Fees Treated as Withdrawals
a. Please clarify if the deduction of advisory fees from contract value is
treated as a
withdrawal under the contract. If it is, please:
1) Disclose how such deductions will impact various transactions and
benefits under the
contract, including whether surrender charges will apply to each
deduction, whether
such deductions will count toward the annual free withdrawal amount,
and how each
deduction will reduce the death benefits;
2) Disclose whether these withdrawals will reduce values on a
dollar-for-dollar basis or
proportionately. If proportionately, disclose that deductions of the
advisory fee from
contract value could reduce the relevant values significantly, and by
substantially
more than the actual amount of the deduction;
3) Provide an example demonstrating the impact of advisory fee deductions
on the
benefit for each such benefit that is impacted;
Richard H. Kirk
Prudential Insurance Company of America
Pruco Life Flexible Premium Variable Annuity Account
August 9, 2021
Page 3 of 4
4) Disclose the tax consequences of treating the deduction of advisory
fees as
withdrawals (e.g., the deduction could be subject to federal and
state income taxes
and a possible 10% federal penalty tax if withdrawn before age 59
);
5) Provide disclosure encouraging contract owners to discuss with their
financial
intermediaries the impact of deducting advisory fees from contract
value prior to
making any election; and
6) Disclose that the deduction of advisory fees will result in the
cancellation of
accumulation units (in addition to other transactions such as
withdrawals and
transfers).
b. With regard to the deduction of the advisory fee:
1) Disclose the basis upon which the fee is calculated (e.g., as a
percentage of contract
value);
2) Provide an explanation about how and when the fee will be deducted
(e.g.,
proportionately from each investment option on an annual basis);
3) Provide a brief description of the deduction of advisory fee
authorization agreement
between the insurer and the contract owner, including how the
contract owner may
terminate the agreement;
4) Please clarify, supplementally, whether financial intermediaries
associated with this
contract are also appointed insurance agents of Pruco Life; and
5) Describe the potential tax consequences of deducting advisory fees
from contract
value;
We remind you that the registrant and its management are responsible for
the accuracy
and adequacy of their disclosure, 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 statements. If you
believe that you do
not need to make changes to the registration statements in response to a
comment, please indicate
that in the letter and explain the basis for your position.
Richard H. Kirk
Prudential Insurance Company of America
Pruco Life Flexible Premium Variable Annuity Account
August 9, 2021
Page 4 of 4
Although we have completed our initial review of the registration
statements, the
registration statements 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 statements and any additional amendments to them.
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: Andrea Ottomanelli Magovern, Assistant Director
Sumeera Younis, Branch Chief