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PL SVUP21 Correspondence - ISP

Christopher J. Madin

Vice President, Corporate Counsel

Law Department

The Prudential Insurance Company of America

280 Trumbull Street, Hartford, CT 06103

Tel: 860-534-6087

christopher.madin@prudential.com

December 10, 2021

Alberto H. Zapata, Esq.

Senior Counsel

U.S. Securities and Exchange Commission

Disclosure Review and Accounting Office

100 F Street NE

Washington DC 20549

Re: PruLife® SVUL Protector® submission

Pruco Life Insurance Company

Pruco Life Variable Universal Account

Form N-6 Post-Effective Amendment No. 5 to Registration No. 333-237297 and Amendment No. 213 to Registration No. 811-05826

Dear Mr. Zapata:

The purpose of this correspondence is to respond to Staff comments received telephonically on December 6, 2021.  The Staff’s comments relate to the Exhibit 30 Item (r) Initial Summary Prospectus (“ISP”) that was filed on October 22, 2021, via Post-Effective Amendment No. 5 to Pruco Life Insurance Company’s PruLife® SVUL Protector® N-6 registration statement (File No. 333-237297).

We plan to file 485BXTs to delay the effectiveness of this registration statement to April 2022.  We will then file a post-effective amendment for the N-6 registration statement that will include revised disclosures, required exhibits, and company and separate account financial statements effective May 1, 2022.

Upon satisfaction of our revisions and/or further comment, it is the company’s intention to use this registration statement and ISP as a template for Prudential’s 2022 prospectus filings.

The Staff’s comments and our responses are below.

1.IMPORTANT INFORMATION ABOUT YOUR CONTRACT

a.FEES AND EXPENSES, Charges For Early Withdrawals. Please include a reference to the full CHARGES AND EXPENSES section of the statutory prospectus.

Response: The only charge that is relevant to the subsection entitled Charges for Early Withdrawals is the contract’s surrender charge, and the Company believes that it may be confusing to direct investors to the largely inapplicable CHARGES AND EXPENSES section.  The Company feels that it is more helpful to direct investors to the relevant subsection, Surrender Charge, in this subsection of the ISP.  Please note that the first paragraph of the fee table section titled ADDITIONAL INFORMATION ABOUT FEES includes the following sentence: “For more information please refer to the CHARGES AND EXPENSES section in the prospectus.”  The Company believes that this is the most appropriate place to refer the investor to this section of the statutory prospectus.

b.FEES AND EXPENSES, Ongoing Fees And Expenses. Please confirm that the Annual Fee’s Maximum and Minimum charges include all the features (and fees) currently offered.

Response: The Company hereby confirms that the Maximum and Minimum amounts include the gross fees for all investment options currently offered, and these amounts will be updated as necessary via post-effective amendment.

2.OVERVIEW OF THE CONTRACT

a.Purpose Of The Contract. The general concept of the ISP is that it should contain cut-and-paste information from the corresponding sections of the statutory prospectus.  Please explain the discrepancies between the statutory prospectus and the ISP, and consider synthesizing the two in future years.

Response: The Company looked closely at the requirements of 498A in creating the ISP and, in the interest of keeping it concise and usable, provided only exactly what the Rule requires; the Company also ensured that the ISP adheres very closely to the format, flow, and layout set forth in the Rule.  As a result, some of the material in the ISP is a narrower subsection of the more voluminous information in the statutory prospectus.  Although both the ISP and the statutory prospectus contain all required disclosures, in future years the Company will work toward ensuring that the statutory prospectus and ISP are more closely synchronized in formatting and style.

b.Contract Features. Please include information about cancelling and free-looking the contract.

Response: The Company has added the following item at the end of the Contract Features section:

Canceling the Contract (Right To Cancel or “Free Look”) – Generally, you may return the Contract for a refund within 10 days after you receive it.

3.STANDARD DEATH BENEFITS

a.The general concept of the ISP is that it should contain cut-and-paste information from the corresponding sections of the statutory prospectus.  Please explain the discrepancies between the statutory prospectus and the ISP, and consider synthesizing the two in future years.

Response: Please see our response to Item 2.a. above.  Although we are hesitant to make significant changes to our previously-approved statutory prospectus at this point, in an effort to achieve greater synchronicity between the ISP and the statutory prospectus, we will update this section of the statutory prospectus to be “STANDARD DEATH BENFITS” rather than “DEATH BENEFITS”.

b.When Death Benefit Proceeds Are Paid.  Please confirm whether the following sentence of this section is in the statutory prospectus, or whether it was created for the ISP: “The Death Benefit will be reduced by the amount of any Contract Debt and, if the insured(s) dies while the Contract is in default, all unpaid monthly deductions.”

Response: The Company created this sentence for the ISP to explain this contract provision in a concise manner.  Because of its usefulness, and in an effort to achieve greater synchronicity between the ISP and the statutory prospectus, this sentence has also been added to the statutory prospectus’s subsection “When Death Benefit Proceeds Are Paid”, as follows (in both instances we have slightly updated the sentence for additional clarity):

Generally, we will pay any Death Benefit within seven days after all the documents required for such a payment are received in Good Order at the office designated to receive that request.   The Death Benefit is determined as of the date of death of the second-to-die insured.  The Death Benefit will reflect be reduced by the amount of any Contract Debt and, if the insured(s) dies while the Contract is in default, all unpaid monthly deductions.

3.   PREMIUMS

a.Confirm whether this section should be entitled “BUYING THE CONTRACT” rather than “PREMIUMS”.

Response: The Rule states that this section should be entitled “Buying the Contract” for variable annuity contracts, but should be entitled “Premiums” for variable life insurance contracts.  As this ISP is for a variable life insurance contract, the Company believes the title of this section should remain “PREMIUMS”.

4.   GLOSSARY

a.The Glossary should be either before the Key Information Table or after the Appendix.

Response: The Company has moved the Glossary to be after the Appendix.

Respectfully yours,

/s/ Christopher J. Madin        December 10, 2020

Christopher J. Madin
Vice President and Corporate Counsel
Pruco Life Insurance Company  Date

Via EDGAR

Enclosure

INITIAL SUMMARY PROSPECTUS

May 1, 2022

PruLife® SVUL Protector®

AN INDIVIDUAL, FLEXIBLE PREMIUM, SURVIVORSHIP, VARIABLE UNIVERSAL LIFE INSURANCE CONTRACT

Issued by

Pruco Life Insurance Company

With Variable Investment Options offered In connection with its

Pruco Life Variable Universal Account

Summary Prospectus For New Investors

This summary prospectus summarizes certain key aspects of the Contract.  Before you (the "Contract Owner") invest you should also review the prospectus for the PruLife® SVUL Protector® Contract, which contains more information about the Contract’s features, benefits, and risks.  You can find this document and other information about the Contract online at www.Prudential.com/eProspectus.  You can also obtain this information at no cost by calling 800-944-8786.  Additional general information about certain investment products, including variable life insurance contracts, has been prepared by the Securities and Exchange Commission’s (“SEC”) staff and is available at Investor.gov.

You may cancel your Contract within 10 days of receiving it without paying fees or penalties.  In some states, this cancellation period may be longer.  Upon cancellation, you will receive either a full refund of the amount you paid or your total Contract value.  You should review the prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.

Table Of Contents

 Page

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT 1

OVERVIEW OF THE CONTRACT 2

STANDARD DEATH BENEFITS 3

OTHER BENEFITS AVAILABLE UNDER THE CONTRACT 4

PREMIUMS 5

HOW YOUR CONTRACT CAN LAPSE 6

MAKING WITHDRAWALS: ACCESSING THE MONEY IN YOUR CONTRACT  6

ADDITIONAL INFORMATION ABOUT FEES 8

APPENDIX: Funds Available Under the Contract 10

GLOSSARY: Definitions Of Special Terms Used In This Summary Prospectus 13

INITIAL SUMMARY PROSPECTUS

May 1, 2022

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT

FEES AND EXPENSES

Charges For Early Withdrawals

 If you withdraw money from the Contract within the first 14 Contract Years, you may be assessed a surrender charge.  The maximum surrender charge is set forth in your Contract and ranges from $3.83 to $18.00 per $1,000 of Basic Insurance Amount.  The maximum charge on a withdrawal that reduces the Basic Insurance Amount by $100,000 is $1,800.  The charge applies to surrenders, lapses, withdrawals from Contracts with a Type A (fixed) Death Benefit, and reductions in Basic Insurance Amount.  For more information on early withdrawal charges, please refer to the Surrender Charge subsection of the prospectus.

Transaction Charges In addition to a surrender charge, you may also be charged for other transactions.  Such charges include sales charges on premiums paid under the Contract, administrative charges (to cover local, state and federal taxes), transfer fees, withdrawal fees, and fees for decreases in the Basic Insurance Amount.  Premiums that exceed the Sales Load Target Premium set forth in your Contract may be subjected to significantly higher sales charges.  For more information on transaction charges, please refer to the FEE TABLE section of the prospectus.

Ongoing Fees And Expenses

 In addition to surrender charges and transaction charges, an investment in the Contract is subject to certain ongoing fees and expenses, including such fees and expenses as those covering the cost of insurance under the Contract and the cost of optional benefits available under the Contract.  Such fees and expenses are set based on either a fixed rate or the characteristics of the insured (e.g., age, sex, and rating classification).  Investors should view the data pages of their Contract for applicable rates.

Contract Owners will also bear expenses associated with the Funds under the Contract, as shown in the following table:

 Annual Fee Minimum Maximum

Investment options
(Fund fees and expenses) 0.31% 1.18%

For more information on ongoing fees and expenses, please refer to the FEE TABLE section of the prospectus and APPENDIX B.

RISKS

Risk Of Loss You can lose money by investing in the Contract.  For more information please refer to the SUMMARY OF PRINCIPLE RISKS OF INVESTING IN THE CONTRACT section of the prospectus.

Not a Short-Term Investment The Contract is not a short-term investment and may not be appropriate if you need ready access to cash.  The Contract is designed to provide benefits on a long-term basis.  Consequently, you should not use the Contract as a short-term investment or savings vehicle.  Because of the long-term nature of the Contract, you should consider whether purchasing the Contract is consistent with the purpose for which it is being considered.  For more information please refer to the SUMMARY OF PRINCIPLE RISKS OF INVESTING IN THE CONTRACT section of the prospectus.

Risks Associated With Investment Options An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the Funds available under the Contract, each of which has its own unique risks.  You should review the Funds’ prospectuses before making an investment decision.  Fund prospectuses are available at www.Prudential.com/eProspectus or by calling 800-944-8786.  For more information on the Funds, please refer to the The Funds subsection of the prospectus.

Insurance Company Risks An investment in the Contract is subject to the risks related to Pruco Life.  Any obligations (including under the Fixed Rate Option), guarantees, or benefits are subject to the claims-paying ability of Pruco Life.  More information about Pruco Life, including its financial strength ratings, is available upon request and at www.Investor.Prudential.com/Ratings.  For more information please refer to the GENERAL DESCRIPTIONS OF PRUCO LIFE INSURANCE COMPANY, THE REGISTRANT, AND THE FUNDS section of the prospectus.

Contract Lapse Death Benefits will not be paid if the Contract has lapsed.  The Contract will lapse if it is in default unless sufficient premium payments are made or it remains in force under the No-Lapse Guarantee.  The Contract is in default if the Contract Fund, less any applicable surrender charges and less any Contract Debt, is zero or less.  The Contract will also be in default if, at any time, the Contract Debt equals or exceeds the Contract Fund, less any applicable surrender charges, unless it remains in force under the Overloan Protection Rider (if applicable).  Poor investment performance, insufficient premium payments, withdrawals, and loans are some of the factors that could cause your Contract to lapse.

A Contract that lapses may be reinstated within five years from the date of default upon the completion of certain conditions, including the submission of certain payments sufficient to bring the Contract up to date, plus a premium to cover all charges and deductions for three months from the date of reinstatement.  For more information please refer to the LAPSE AND REINSTATEMENT section of the prospectus.

Page 1

INITIAL SUMMARY PROSPECTUS

May 1, 2022

RESTRICTIONS

Investments You may, up to 12 times each Contract Year, transfer amounts among the Variable Investment Options.  Additional transfers may be made only with our consent.  Generally, only one transfer from the Fixed Rate Option will be permitted during each Contract Year.  The maximum amount per Contract Year you may transfer out of the Fixed Rate Option each year is the greatest of: (a) 25% of the amount in the Fixed Rate Option; (b) $5,000; and (c) the amount transferred from the Fixed Rate Option to the Variable Investment Options in the prior Contract Year (if applicable).  Transfers may generally be made by mail, phone, fax or website.  Contracts that are jointly owned or assigned generally cannot conduct transfers by phone, fax or website.  We reserve the right to remove or substitute Variable Investment Options.  For more information on investment and transfer restrictions, please refer to the Transfers And Restrictions On Transfers subsection of the prospectus and APPENDIX B.

Optional Benefits As a Contract Owner, you may be able to obtain extra fixed benefits, which may require additional charges.  These optional insurance benefits are described in what is known as a “rider” to the Contract.  Riders are generally only available at Contract issuance, unless noted otherwise.

Some riders may depend on the performance of the Contract Fund.  Rider benefits will no longer be available if the Contract lapses and most rider benefits will no longer be available if you choose to keep the Contract in force under the Overloan Protection Rider.  Some riders are not available in conjunction with other riders and other restrictions may apply.  Investment options will be restricted if certain riders are exercised.  Some riders described in the prospectus may be subject