Correspondence 0001038509-22-000037 from PRUCO LIFE INSURANCE OF NEW JERSEY (CIK 0001038509)
PRUCO LIFE INSURANCE OF NEW JERSEY (CIK 0001038509)
Date: Nov. 28, 2022 · CIK: 0001038509 · Accession: 0001038509-22-000037
AI Filing Summary & Sentiment
File numbers found in text: 333-267233, 333-267234, 811-07975
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission File No. 333-267233 Registration Statement on Form N-4 Pruco Life Insurance Company of New Jersey File Nos. 333-267234, 811-07975
Dear Mr. Zapata:
On behalf of the above-referenced Registrant, below are responses to Staff comments received orally on November 2, 2022 to the registration statement filings noted above. Included in this submission are revised Form N-4 statutory and initial summary prospectuses, and S-3 prospectus, for FlexGuard New York contracts issued by Pruco Life Insurance Company of New Jersey (Pruco Life of New Jersey) which include the changes described below. The Staff’s comments and our responses are as follows.
A.FlexGuard New York Form N-4 Statutory Prospectus
1.Comment:
In the “Special Terms” section, condition statements about rates and buffers by adding disclosure that cap rates, participation rates, and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Special Terms” section we have revised the definitions of “Buffer,” “Cap Rate” and “Participation Rate” to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
Alberto H. Zapata, Esq.
November 28, 2022
Page 2
2.Comment:
On page 5 of the prospectus in the Key Information Table, add the Base Contract Fees and Portfolio fees and expenses.
Response:
As requested, we have added the Base Contract fees and Portfolio fees and expenses in the Key Information Table.
3.Comment:
On page 6 of the prospectus, in the “Restrictions” section of the Key Information Table, condition the statement regarding the reserved right to change cap rates, participation rates and buffers by adding disclosure that cap rates, participation rates and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Restrictions” section of the Key Information Table we have added disclosure to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
4.Comment:
In the “Fee Table” section of the prospectus, reformat the “Example” tables on page 9 so that Maximum Fees are shown first and are most prominent.
Response:
As requested, we have reformatted the “Example” tables so that Maximum Fees are shown first and are most prominent.
5.Comment:
In the “Index Strategies” section of the prospectus on page 12, add disclosure that cap rates, participation rates and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Index Strategies” section we have added disclosure to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
Alberto H. Zapata, Esq.
November 28, 2022
Page 3
6.Comment:
On page 60 of the prospectus, delete the following paragraph:
“This prospectus is being provided for informational or educational purposes only and does not consider the investment objectives or financial situation of any Annuity owner. The information is not intended as investment advice and is not a recommendation about managing or investing your retirement savings. Annuity owners seeking information regarding their particular investment needs should contact a financial professional.”
Response:
We have deleted the paragraph as requested.
B.FlexGuard New York Form N-4 Initial Summary Prospectus
1.Comment:
On the cover page of the prospectus, the name of the product should match the name of the product in the statutory prospectus.
Response:
As requested, the name of the product on the cover page of the prospectus has been revised to match the statutory prospectus as follows:
“Prudential FlexGuard New York
Flexible Premium Deferred Index-Linked and Variable Annuity (‘B Series’)”
2.Comment:
Add the date of the prospectus to the cover page.
Response:
As requested, we have added the date of the prospectus to the cover page.
3.Comment:
Incorporate corresponding responses from the FlexGuard New York statutory prospectus as applicable with respect comments on rate and buffer minimums, Fee Table and Example.
Response:
As requested, we have made the applicable changes to the initial summary prospectus with respect to comments on rate and buffer minimums, Fee Table and Example.
Alberto H. Zapata, Esq.
November 28, 2022
Page 4
C.FlexGuard New York Form S-3 Prospectus
1.Comment:
On the cover page of the prospectus, the name of the product should match the name of the product in the N-4 statutory prospectus and initial summary prospectus.
Response:
The name of the product on the cover page of the prospectus matches the N-4 statutory prospectus and initial summary prospectus as follows:
“Prudential FlexGuard New York
Flexible Premium Deferred Index-Linked and Variable Annuity (‘B Series’)”
2.Comment:
(a)Going forward, the addition or substitution of new index options to the product requires a POSAM filing by the Registrant so the SEC staff can review the new index disclosure. The addition or substitution of new index options is not permitted through filing a Rule 424(b)(3) supplement.
Response:
As requested, going forward we will make POSAM filings for the addition or substitution of new index options.
(b)On page 6 of the prospectus in the “Summary” section, the second sentence of the fourth paragraph states that as a result of economic market conditions Pruco Life reserves the right to add and remove index strategies at any time. The statement should be conditioned by adding disclosure that an index strategy will not be removed during an index term and that any addition of an index strategy is subject to any regulatory requirements and approvals.
Response:
As requested, we have added disclosure that the addition or removal of an index strategy is subject to regulatory requirements and approvals. We have also added disclosure that removal of an index strategy would not impact existing contract holders currently allocated to an index strategy prior to the index strategy end date.
3.Comment:
In the “Special Terms” section, do the definitions of “Buffer” and “Cap Rate” need to be revised to be consistent with recent changes to the definitions of those terms in the FlexGuard nationwide product as those definitions were revised in recent POSAM filings?
Alberto H. Zapata, Esq.
November 28, 2022
Page 5
Response:
We have revised the definitions of “Buffer” and “Cap Rate” to be consistent with recent changes to the definitions of those terms in the FlexGuard nationwide product.
4.Comment:
In the “Special Terms,” “Summary” and “Index Strategies” sections, condition statements about rates and buffers by adding disclosure that cap rates, participation rates, and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Special Terms,” “Summary” and “Index Strategies” sections we have added or revised disclosure, as applicable, to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
5.Comment:
Consider the addition of charts and graphics to demonstrate how the index crediting strategies work (as in the FlexGuard Life index prospectus).
Response:
We will consider adding charts and graphics in future filings but will not add them in this filing.
If you have any questions, please call me at (203) 925-3707.
Very truly yours,
/s/Richard H. Kirk
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CORRESP
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filename1.htm
FlexGuard NY Corres S-3 11.28.22
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
November 28, 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 of New Jersey
File No. 333-267233
Registration Statement on Form N-4
Pruco Life Insurance Company of New Jersey
File Nos. 333-267234, 811-07975
Dear Mr. Zapata:
On behalf of the above-referenced Registrant, below are responses to Staff comments received orally on November 2, 2022 to the registration statement filings noted above. Included in this submission are revised Form N-4 statutory and initial summary prospectuses, and S-3 prospectus, for FlexGuard New York contracts issued by Pruco Life Insurance Company of New Jersey (Pruco Life of New Jersey) which include the changes described below. The Staff’s comments and our responses are as follows.
A.FlexGuard New York Form N-4 Statutory Prospectus
1.Comment:
In the “Special Terms” section, condition statements about rates and buffers by adding disclosure that cap rates, participation rates, and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Special Terms” section we have revised the definitions of “Buffer,” “Cap Rate” and “Participation Rate” to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
Alberto H. Zapata, Esq.
November 28, 2022
Page 2
2.Comment:
On page 5 of the prospectus in the Key Information Table, add the Base Contract Fees and Portfolio fees and expenses.
Response:
As requested, we have added the Base Contract fees and Portfolio fees and expenses in the Key Information Table.
3.Comment:
On page 6 of the prospectus, in the “Restrictions” section of the Key Information Table, condition the statement regarding the reserved right to change cap rates, participation rates and buffers by adding disclosure that cap rates, participation rates and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Restrictions” section of the Key Information Table we have added disclosure to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
4.Comment:
In the “Fee Table” section of the prospectus, reformat the “Example” tables on page 9 so that Maximum Fees are shown first and are most prominent.
Response:
As requested, we have reformatted the “Example” tables so that Maximum Fees are shown first and are most prominent.
5.Comment:
In the “Index Strategies” section of the prospectus on page 12, add disclosure that cap rates, participation rates and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Index Strategies” section we have added disclosure to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
Alberto H. Zapata, Esq.
November 28, 2022
Page 3
6.Comment:
On page 60 of the prospectus, delete the following paragraph:
“This prospectus is being provided for informational or educational purposes only and does not consider the investment objectives or financial situation of any Annuity owner. The information is not intended as investment advice and is not a recommendation about managing or investing your retirement savings. Annuity owners seeking information regarding their particular investment needs should contact a financial professional.”
Response:
We have deleted the paragraph as requested.
B.FlexGuard New York Form N-4 Initial Summary Prospectus
1.Comment:
On the cover page of the prospectus, the name of the product should match the name of the product in the statutory prospectus.
Response:
As requested, the name of the product on the cover page of the prospectus has been revised to match the statutory prospectus as follows:
“Prudential FlexGuard New York
Flexible Premium Deferred Index-Linked and Variable Annuity (‘B Series’)”
2.Comment:
Add the date of the prospectus to the cover page.
Response:
As requested, we have added the date of the prospectus to the cover page.
3.Comment:
Incorporate corresponding responses from the FlexGuard New York statutory prospectus as applicable with respect comments on rate and buffer minimums, Fee Table and Example.
Response:
As requested, we have made the applicable changes to the initial summary prospectus with respect to comments on rate and buffer minimums, Fee Table and Example.
Alberto H. Zapata, Esq.
November 28, 2022
Page 4
C.FlexGuard New York Form S-3 Prospectus
1.Comment:
On the cover page of the prospectus, the name of the product should match the name of the product in the N-4 statutory prospectus and initial summary prospectus.
Response:
The name of the product on the cover page of the prospectus matches the N-4 statutory prospectus and initial summary prospectus as follows:
“Prudential FlexGuard New York
Flexible Premium Deferred Index-Linked and Variable Annuity (‘B Series’)”
2.Comment:
(a)Going forward, the addition or substitution of new index options to the product requires a POSAM filing by the Registrant so the SEC staff can review the new index disclosure. The addition or substitution of new index options is not permitted through filing a Rule 424(b)(3) supplement.
Response:
As requested, going forward we will make POSAM filings for the addition or substitution of new index options.
(b)On page 6 of the prospectus in the “Summary” section, the second sentence of the fourth paragraph states that as a result of economic market conditions Pruco Life reserves the right to add and remove index strategies at any time. The statement should be conditioned by adding disclosure that an index strategy will not be removed during an index term and that any addition of an index strategy is subject to any regulatory requirements and approvals.
Response:
As requested, we have added disclosure that the addition or removal of an index strategy is subject to regulatory requirements and approvals. We have also added disclosure that removal of an index strategy would not impact existing contract holders currently allocated to an index strategy prior to the index strategy end date.
3.Comment:
In the “Special Terms” section, do the definitions of “Buffer” and “Cap Rate” need to be revised to be consistent with recent changes to the definitions of those terms in the FlexGuard nationwide product as those definitions were revised in recent POSAM filings?
Alberto H. Zapata, Esq.
November 28, 2022
Page 5
Response:
We have revised the definitions of “Buffer” and “Cap Rate” to be consistent with recent changes to the definitions of those terms in the FlexGuard nationwide product.
4.Comment:
In the “Special Terms,” “Summary” and “Index Strategies” sections, condition statements about rates and buffers by adding disclosure that cap rates, participation rates, and buffers are subject to contractual minimum rates and state those rates.
Response:
As requested, in the “Special Terms,” “Summary” and “Index Strategies” sections we have added or revised disclosure, as applicable, to state that Buffers, Cap Rates and Participation Rates are subject to Guaranteed Minimum Rates and minimum Buffer level, and to state those Rates.
5.Comment:
Consider the addition of charts and graphics to demonstrate how the index crediting strategies work (as in the FlexGuard Life index prospectus).
Response:
We will consider adding charts and graphics in future filings but will not add them in this filing.
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 OF NEW JERSEY
Pruco Life Insurance Company of New Jersey Flexible Premium Variable Annuity Account
A Prudential Financial Company
751 Broad Street, Newark, NJ 07102-3777
PRUDENTIAL FLEXGUARD® NEW YORK
Flexible Premium Deferred Index-Linked and Variable Annuity (“B SERIES”)
PROSPECTUS:
This prospectus describes the Variable Investment Sub-accounts available with Prudential FlexGuard New York B Series, a flexible premium deferred index-linked and variable annuity (“Annuity”) offered by Pruco Life Insurance Company of New Jersey (“Pruco Life of New Jersey”, “we”, “our”, or “us”). The Annuity provides for the potential accumulation of retirement savings through investment in certain Index Strategies and Variable Investment Sub-accounts and retirement income through annuitization. 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 New York, Flexible Premium Deferred Index-Linked and Variable Annuity (B Series), File Number 333-267233 (the “Index Strategies Prospectus”) which can be found on our website at [www.prudential.com/s3-Pruco-FlexGuard-indexed-va-Bshare].
Clients seeking information regarding their particular investment needs should contact a Financial Professional. The Annuity is offered as an individual annuity 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.
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 (60 days if the Contract is being issued as a replacement for another annuity contract or a life insurance policy). Upon cancellation, you will receive your Account 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 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 please visit the following webpage: [www.prudential.com/PLAZ-FlexGuard-B.]
The guarantees provided by the Annuity contracts and payments Pruco Life of New Jersey makes under the Annuity contracts are the obligations of, and subject to the creditworthiness and claims paying ability of, Pruco Life of New Jersey. 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.
Flexible premium deferred 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. 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.
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
FLEXGUARDNYBPROS
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, 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.
For currently available Index Strategies, please refer to our website at [www.prudential.com/s3-Pruco-FlexGuard-indexed-va-Bshare].
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 of New Jersey 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 of New Jersey 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 tolerance.
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 is 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 off