Form: 424B3

Prospectus [Rule 424(b)(3)]




 
PRUCO LIFE INSURANCE COMPANY
 
PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
 
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
 
 
PRUDENTIAL PREMIER(R) ADVISOR/SM/ VARIABLE ANNUITY ("ADVISOR SERIES")
 
FLEXIBLE PREMIUM DEFERRED ANNUITY
 
Supplement, dated October 19, 2015,
to Prospectuses dated April 27, 2015 and April 30, 2015
 
This Supplement should be read and retained with the Prospectus for your Annuity. This Supplement is intended to update certain information in the Prospectus for the variable annuity you own and is not intended to be a prospectus or offer for any other variable annuity listed here that you do not own. If you would like another copy of the current Prospectus, please call us at 1-888-PRU-2888 or visit www.prudentialannuities.com.
 
We are issuing this supplement to reflect changes to the Advanced Series Trust ("AST") Portfolios that will become effective on October 19, 2015.
 
ADDITIONAL AST PORTFOLIOS
 
Effective on October 19, 2015, the following Portfolios are being added to your Annuity as variable investment options:
 
·  
AST MANAGED ALTERNATIVES PORTFOLIO
 
·  
AST MORGAN STANLEY MULTI-ASSET PORTFOLIO
 
·  
AST NEUBERGER BERMAN LONG/SHORT PORTFOLIO
 
·  
AST WELLINGTON MANAGEMENT REAL TOTAL RETURN PORTFOLIO
 
For Annuities with no optional living benefits:  If you do not currently own an optional living benefit, you are permitted to allocate Purchase Payments (if permitted under your Annuity) and make transfers both to and from each of these Portfolios.
 
For Annuities with optional living benefits: If you currently own an optional living benefit, these Portfolios are not available to you as variable investment options.
 
In conjunction with the changes described above, we have revised the table in the Prospectuses titled, “Underlying Mutual Fund Portfolio Annual Expenses” in “Summary of Contract Fees and Charges.”
 

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
(as a percentage of the average net assets of the underlying Portfolios)
 
For the year ended December 31, 2014 (restated to reflect current fees as of July 1, 2015)
FUNDS
           
Total
   
       
Broker Fees
Acquired
Annual
 
Net Annual
   
Distribution
Dividend
and Expenses
Portfolio
Portfolio
Fee Waiver
Fund
Management
Other
(12b-1)
Expense on
on Short
Fees &
Operating
or Expense
Operating
Fees
Expenses
Fees
Short Sales
Sales
Expenses
Expenses
Reimbursement
Expenses
AST Managed Alternatives Portfolio*
0.15%
0.06%
0.00%
0.00%
0.07%
1.31%
1.59%
0.05%
1.54%
AST Morgan Stanley Multi-Asset Portfolio*
1.04%
0.18%
0.25%
0.00%
0.00%
0.00%
1.47%
0.05%
1.42%
AST Neuberger Berman Long/Short  Portfolio*
1.04%
0.13%
0.25%
0.00%
0.24%
0.00%
1.66%
0.00%
1.66%
AST Wellington Management Real Total Return Portfolio*
1.04%
0.15%
0.25%
0.00%
0.00%
0.00%
1.44%
0.02%
1.42%
*See notes immediately below for important information about this fund.
 
AST Managed Alternatives Portfolio The Portfolio will commence operations on or about July 13, 2015. Estimate based in part on assumed average daily net assets of $250 million for the Portfolio for the fiscal period ending December 31, 2015. The Investment Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio's investment management fee plus other expenses (exclusive in all cases of taxes, interest, brokerage commissions and extraordinary expenses) plus Underlying Portfolio (as defined below) fees and expenses (excluding dividends on securities sold short and brokers fees and expenses on short sales) does not exceed 1.47% of the Portfolio's average daily net assets through June 30, 2016. The waiver in the table above is 0.05%, rather than 0.12%, because the waiver does not apply to 0.07% of the acquired fund fees and expenses, which accounts for dividend expenses and broker fees and expenses on short sales at the Underlying Portfolio level. This arrangement may not be terminated or modified prior to June 30, 2016 without the prior approval of the Trust's Board of Trustees.
 
AST Morgan Stanley Multi-Asset Portfolio The Portfolio will commence operations on or about July 13, 2015. Estimate based in part on assumed average daily net assets of $100 million for the Portfolio for the fiscal period ending December 31, 2015. The Investment Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio's investment management fees plus other expenses (exclusive in all cases of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 1.42% of the Portfolio's average daily net assets through June 30, 2016. The expense limitation may not be terminated or modified prior to June 30, 2016 without the prior approval of the Trust's Board of Trustees
 
AST Neuberger Berman Long/Short Portfolio The Portfolio will commence operations on or about July 13, 2015. Estimate based in part on assumed average daily net assets of $100 million for the Portfolio for the fiscal period ending December 31, 2015.
 
AST Wellington Management Real Total Return Portfolio The Portfolio will commence operations on or about July 13, 2015. Estimate based in part on assumed average daily net assets of $100 million for the Portfolio for the fiscal period ending December 31, 2015. The investment manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio's investment management fees plus other expenses (exclusive in all cases of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 1.42% of the Portfolio's average daily net assets through June 30, 2016. The expense limitation may not be terminated or modified prior to June 30, 2016 without the prior approval of the Trust's Board of Trustees.
 

In the section titled, “Investment Options,” we add the following summary descriptions for the new Portfolios described above to the Investment Objectives table as follows:

PORTFOLIO
NAME
INVESTMENT
OBJECTIVES
PORTFOLIO
ADVISER/SUBADVISER(S)
AST Managed Alternatives Portfolio
Seeks long-term capital appreciation with a focus on downside protection.
Prudential Investments LLC
AST Morgan Stanley Multi-Asset Portfolio
Seeks total return.
Morgan Stanley Investment Management, Inc.
AST Neuberger Berman Long/Short Portfolio
Seeks long term capital appreciation with a secondary objective of principal preservation.
Neuberger Berman Management LLC
AST Wellington Management Real Total Return Portfolio
Seeks long-term real total return.
Wellington Management Company LLP



 
THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.



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