Correspondence 0000947703-22-000580 from PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT (CIK 0000947703)
PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT (CIK 0000947703)
Date: Dec. 16, 2022 · CIK: 0000947703 · Accession: 0000947703-22-000580
AI Filing Summary & Sentiment
File numbers found in text: 333-267462, 333-267463, 811-07325
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission File No. 333-267462 Registration Statement on Form N-4 Pruco Life Insurance Company File Nos. 333-267463, 811-07325
Dear Mr. Zapata:
On behalf of the above-referenced Registrant, below are responses to additional Staff comments received orally on December 14, 2022 to the registration statement filings noted above. Included in this submission are revised Form N-4 statutory and initial summary prospectuses, and Index Linked Variable Income Benefit Supplement, for FlexGuard Income Select contracts issued by Pruco Life Insurance Company (Pruco Life) which include the changes described below. The Staff’s comments and our responses are as follows.
Prudential FlexGuard Income Select on Form N-4
1.Key Information Table
There are two different fees contained in the Base Contact Fees row. The second, according to the related footnote, is the Index Linked Variable Income Benefit charge which is a higher charge that can be cancelled after three years. Given that this Index Linked Variable Income Benefit charge is a built-in part of the initial Contract purchase, it should be included in a single Base Contract charge.
Alberto H. Zapata, Esq.
December 16, 2022
Page 2
Response:
As requested, Registrant has combined the two different fees contained in the Base Contract Fees row in a single Base Contract charge.
2. Index Linked Variable Income Benefit Supplement
The Index Linked Variable Income Benefit Supplement should be revised to include the two charts in the “Ongoing Fees and Expenses (annual charges)” section of the Key Information Table, namely the “Annual Fee, Minimum Maximum” chart and the “Lowest Annual Cost, Highest Annual Cost” chart.
Response:
As requested, Registrant has revised the Index Linked Variable Income Benefit Supplement to include the two charts in the “Ongoing Fees and Expenses (annual charges)” section of the Key Information Table.
3.Fee Table
With reference to comment 1 above, combine the two charges listed into one Base Contract charge.
Response:
As requested, in the Fee Table, Registrant has combined the two charges listed into one Base Contract charge.
4.Initial Summary Prospectus (exhibit)
Please make corresponding changes to the ISP in response to the above comments on the statutory prospectus.
Response:
As requested, Registrant has made corresponding changes to the ISP in response to the above comments on the statutory prospectus.
If you have any questions, please call me at (203) 925-3707.
Very truly yours,
/s/Richard H. Kirk
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COMBO FG Income Select Correspondenc
Richard H. Kirk
Vice President, Corporate Counsel
The Prudential Insurance Company of America
213 Washington Street, Newark, NJ 07102-2917
Tel 203-925-3707
richard.kirk@prudential.com
December 16, 2022
VIA EDGAR
Alberto H. Zapata, Esq.
Senior Counsel
Disclosure Review and Accounting Office
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Responses to SEC Staff Comments on Registration Statements
Registration Statement on Form S-3
Pruco Life Insurance Company
File No. 333-267462
Registration Statement on Form N-4
Pruco Life Insurance Company
File Nos. 333-267463, 811-07325
Dear Mr. Zapata:
On behalf of the above-referenced Registrant, below are responses to additional Staff comments received orally on December 14, 2022 to the registration statement filings noted above. Included in this submission are revised Form N-4 statutory and initial summary prospectuses, and Index Linked Variable Income Benefit Supplement, for FlexGuard Income Select contracts issued by Pruco Life Insurance Company (Pruco Life) which include the changes described below. The Staff’s comments and our responses are as follows.
Prudential FlexGuard Income Select on Form N-4
1.Key Information Table
There are two different fees contained in the Base Contact Fees row. The second, according to the related footnote, is the Index Linked Variable Income Benefit charge which is a higher charge that can be cancelled after three years. Given that this Index Linked Variable Income Benefit charge is a built-in part of the initial Contract purchase, it should be included in a single Base Contract charge.
Alberto H. Zapata, Esq.
December 16, 2022
Page 2
Response:
As requested, Registrant has combined the two different fees contained in the Base Contract Fees row in a single Base Contract charge.
2. Index Linked Variable Income Benefit Supplement
The Index Linked Variable Income Benefit Supplement should be revised to include the two charts in the “Ongoing Fees and Expenses (annual charges)” section of the Key Information Table, namely the “Annual Fee, Minimum Maximum” chart and the “Lowest Annual Cost, Highest Annual Cost” chart.
Response:
As requested, Registrant has revised the Index Linked Variable Income Benefit Supplement to include the two charts in the “Ongoing Fees and Expenses (annual charges)” section of the Key Information Table.
3.Fee Table
With reference to comment 1 above, combine the two charges listed into one Base Contract charge.
Response:
As requested, in the Fee Table, Registrant has combined the two charges listed into one Base Contract charge.
4.Initial Summary Prospectus (exhibit)
Please make corresponding changes to the ISP in response to the above comments on the statutory prospectus.
Response:
As requested, Registrant has made corresponding changes to the ISP in response to the above comments on the statutory prospectus.
If you have any questions, please call me at (203) 925-3707.
Very truly yours,
/s/Richard H. Kirk
Richard H. Kirk
Vice President, Corporate Counsel
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRUCO LIFE INSURANCE COMPANY
Pruco Life Flexible Premium Variable Annuity Account
A Prudential Financial Company
751 Broad Street, Newark, NJ 07102-3777
PRUDENTIAL FLEXGUARD® INCOME SELECT
Single Premium Deferred Index-Linked and Variable Annuity (“B SERIES”)
PROSPECTUS:
This prospectus describes the Variable Investment Sub-accounts available with Prudential FlexGuard Income Select B Series, a single premium deferred index-linked and variable annuity (“Annuity”) offered by Pruco Life Insurance Company (“Pruco Life”, “we”, “our”, or “us”). The Annuity provides for the potential accumulation of retirement savings through investment in certain Index Strategies and Variable Investment Sub-account during the Savings Stage and opportunity for lifetime income through a built-in living benefit rider during the Income Stage and Insured Income Stage, as well as Annuitization options. The Annuity is intended for retirement or other long-term investment purposes. The Index Strategy crediting options available with this Annuity are described in a separate prospectus, Prudential FlexGuard Income Select, Single Premium Deferred Index-Linked and Variable Annuity (B Series) (the “Index Strategies Prospectus”), which can be found online at www.prudential.com/PLAZ-FlexGuard-B-IS-S3.
Clients seeking information regarding their particular investment needs should contact a Financial Professional. The Annuity is offered as an individual annuity contract (the "Contract") and has features and benefits that may be appropriate for you based on your financial situation, your age and how you intend to use the Annuity. The Annuity or certain of its Index Strategies, Variable Investment Sub-account and/or benefits and features may not be available in all states. For more information, see Appendix C, “Special Contract Provisions for Annuities Issued in Certain States."
If you are a new investor in the Contract, 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 with your application or your total Contract value. You should review this prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.
Financial Professionals may be compensated for the sale of the B Series. Selling broker-dealer firms may not make available or may not recommend the B Series of the Annuity and/or benefits described in this prospectus. Please speak to your Financial Professional for further details.
A selling broker-dealer firm may elect to make available only certain strategies, features or benefits to its clients. For example, a firm may choose to not make one of the index strategies, such as the Step Rate Plus or Tiered Participation Rate, available. In addition, a firm may choose to not make available certain buffer levels, indices and index strategy terms that are described in the prospectus. Only those strategies, features and benefits available through your firm will be part of your contract and will be described in your firm’s marketing materials. You should ask your Financial Professional for details about the strategies and features available through their firm. The prospectus describes all the strategies, features and benefits that Prudential makes available under the contract. For additional information on all of the strategies, features or benefits available with FlexGuard Income Select please visit the following webpage: www.prudential.com/PLAZ-FlexGuard-B-IS-USP.
The guarantees provided by the Annuity contracts and payments Pruco Life makes under the Annuity contracts are the obligations of, and subject to the creditworthiness and claims paying ability of, Pruco Life. Certain terms are capitalized in this prospectus. Those terms are defined either in the Special Terms section or in the context of the particular section.
Index-linked and variable annuity contracts are complex insurance and investment vehicles. There is a risk of substantial loss of your principal. The risk of loss may be greater in the case of an early withdrawal due to any charges and adjustments applied to such withdrawals. These charges and adjustments may result in loss even when the value of an Index has increased. In addition, rates associated with the Index Strategies upon renewal may be higher or lower than initial rates and may differ from the rates used for new Annuity contracts or for other Annuity contracts issued at different times. Refer to the “Risk Factors” section of this prospectus for more information. Investors should speak with a Financial Professional about the Annuity’s features, benefits, risks and fees, and whether the Annuity is appropriate for the investor based upon his or her financial situation and objectives.
FLEXGUARDINCSELPROS
PLEASE READ THIS PROSPECTUS
This prospectus sets forth information about the Annuity that you should know before investing. Please read this prospectus and keep it for future reference. If you are purchasing the Annuity as a replacement for an existing variable annuity, variable life insurance policy, fixed annuity or fixed life insurance policy, you should consider any surrender or penalty charges you may incur and any benefits you may also be forfeiting when replacing your existing coverage and that the Annuity may be subject to a Contingent Deferred Sales Charge if you elect to surrender the Annuity or take a partial withdrawal. You should consider your need to access the Annuity’s Account Value and whether the Annuity’s liquidity features will satisfy that need. Please note that if you purchase the Annuity within a tax advantaged retirement plan, such as an IRA, SEP-IRA or Roth IRA, you will get no additional tax advantage through the Annuity itself. Because there is no additional tax advantage when an Annuity is purchased through one of these plans, the reasons for purchasing the Annuity inside a qualified plan are limited to the ability to allocate to the various Index Strategies and Variable Investment Sub-accounts, and the opportunity to annuitize the contract, which might make the Annuity an appropriate investment for you. You should consult your tax and Financial Professional regarding such features and benefits prior to purchasing the Annuity for use with a tax-qualified plan.
OTHER CONTRACTS
We offer a variety of annuity contracts. They may offer features, including investment options, and have fees and charges, that are different from the Annuity offered by this prospectus. Not every annuity contract we issue is offered through every selling broker-dealer firm. Upon request, your Financial Professional can show you information regarding other Pruco Life annuity contracts that he or she sells. You can also contact us to find out more about the availability of any of the Pruco Life annuity contracts. You should work with your Financial Professional to decide whether the Annuity contract is appropriate for you based on a thorough analysis of your particular needs, financial objectives, investment goals, time horizons and risk comfort level.
AVAILABLE INFORMATION
We have also filed a Statement of Additional Information dated the same date as this prospectus that is available from us, without charge, upon your request. The contents of the Statement of Additional Information are described at the end of this prospectus – see Table of Contents. The Statement of Additional Information is incorporated by reference into this prospectus. This prospectus is part of the registration statement we filed with the SEC regarding this offering. Additional information on us and this offering is available in the registration statement and the exhibits thereto. You may review and obtain copies of these materials at no cost to you by contacting us. These documents, as well as documents incorporated by reference, which means it is legally part of this prospectus may also be obtained at www.prudential.com/PLAZ-FlexGuard-B-IS-USP. Please see “How to Contact Us” later in this prospectus for our Service Center address.
In compliance with U.S. law, Pruco Life delivers this prospectus to current Owners that reside outside of the United States. However, we may not market or offer benefits, features or enhancements to prospective or current Owners while outside of the United States.
The Annuity is NOT a deposit or obligation of, or issued, guaranteed or endorsed by, any bank, and is NOT insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any other agency. An investment in an annuity involves investment risks, including possible loss of value, even with respect to amounts allocated to the PSF PGIM Government Money Market Sub-account.
______________________________________________________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________________________________________________________________________________________________________
Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission’s staff and is available at www.investor.gov.
FOR FURTHER INFORMATION CALL: 1-888-PRU-2888 OR GO TO OUR WEBSITE AT WWW.PRUDENTIAL.COM
Prospectus dated:December 26, 2022
Statement of Additional Information dated: December 26, 2022
TABLE OF CONTENTS
SPECIAL TERMS 1
KEY INFORMATION 5
OVERVIEW OF THE ANNUITY 7
FEE TABLE 9
RISK FACTORS 11
INDEX STRATEGIES 13
VARIABLE INVESTMENT SUB-ACCOUNT 14
BENEFITS AVAILABLE UNDER THE ANNUITY 15
INDEX LINKED VARIABLE INCOME BENEFIT 16
DEATH BENEFITS 21
Triggers for Payment of the Death Benefit
21
Return of Purchase Payment Death Benefit
21
Exceptions to the Return of Purchase Payment Amount
22
Spousal Continuation of Annuity
22
Payment of Death Benefits
22
Death Benefits Under the Index Linked Variable Income Benefit
23
PERFORMANCE LOCK 24
FEES, CHARGES AND DEDUCTIONS 25
Contingent Deferred Sales Charge
25
Tax Charge
26
Insurance Charge
26
Fees and Expenses Incurred by the Portfolios
26
Annuity Payment Option Charges
26
Exceptions/Reductions to Fees and Charges
27
VALUING YOUR INVESTMENT AND INTERIM VALUE OF INDEX STRATEGIES 28
Processing and Valuing Transactions
28
Valuing Your Investment And Interim Value Calculation
28
Interim Value of Index Strategies
28
PURCHASING YOUR ANNUITY 29
Designation of Owner, Annuitant, and Beneficiary
29
Age Restrictions
29
Requirements for Purchasing the Annuity
29
Allocation of Purchase Payment
30
Holding Account
30
Rate Determination
30
Right to Cancel
31
Speculative Investing
31
MANAGING YOUR ANNUITY 32
Change of Owner, Annuitant and Beneficiary Designations
32
Spousal Designations
32
Contingent Annuitant
33
Joint Annuitant
33
MANAGING YOUR ACCOUNT VALUE 34
Reallocations/Transfer Guidelines
34
Restrictions on Transfers Between Variable Investment Sub-accounts
34
Financial Professional Permission to Forward Transaction Instructions
35
ACCESS TO ACCOUNT VALUE 37
Types of Distributions Available to You
37
Partial Withdrawals and Interim Value of Index Strategies
37
i
Tax Implications for Distributions from Non-Qualified Annuity
37
Free Withdrawal Amounts
37
Systematic Withdrawals
38
Systematic Withdrawals under Sections 72(t)/72(q) of the Internal Revenue Code
38
Required Minimum Distributions
38
SURRENDERS 41
Surrender Value
41
Medically-Related Surrenders
41
ANNUITY OPTIONS 42
Fixed Annuity Options
42
Annuitization under the Benefit
43
TAX CONSIDERATIONS 45
Non-Qualified Annuity
45
Qualified Annuity
48
ADDITIONAL INFORMATION 56
How Will I Receive Statements and Reports?
56
Who is Pruco Life?
56
What are the Separate Accounts?
57
What is the Legal Structure of the Portfolio?
58
Fees and Payments Received by Pruco Life
59
Who Distributes Annuities Offered