424B3: Prospectus [Rule 424(b)(3)]
Published on
As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-103474
PRUCO LIFE INSURANCE COMPANY
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
STRATEGIC PARTNERS(SM) ADVISOR
STRATEGIC PARTNERS(SM) ANNUITY ONE
STRATEGIC PARTNERS(SM) ANNUITY ONE 3
STRATEGIC PARTNERS(SM) FLEXELITE
STRATEGIC PARTNERS(SM) PLUS
STRATEGIC PARTNERS(SM) PLUS 3
STRATEGIC PARTNERS(SM) SELECT
SUPPLEMENT, DATED DECEMBER 5, 2005
TO
PROSPECTUSES, DATED MAY 2, 2005
We are issuing this supplement to describe certain changes to the
above-referenced prospectuses, including changes made with respect to certain
portfolios of The Prudential Series Fund, Inc. (Series Fund) and certain
portfolios of American Skandia Trust (AST). In addition, we have added five
additional portfolios of AST (AST Asset Allocation Portfolios) that are being
offered as new variable investment options under each of the above-referenced
products. The Board of Directors/Trustees of each of the Series Fund and AST has
approved the sub-adviser/name changes to be effective as of December 5, 2005:
THE PRUDENTIAL SERIES FUND, INC. - SUB-ADVISER/NAME CHANGES
- Prudential Equity Portfolio. GE Asset Management, Incorporated has
been removed as sub-adviser to a portion of the portfolio. Salomon
Brothers Asset Management, Inc. (an existing co-sub-adviser to the
Portfolio) has assumed responsibility for the assets previously
managed by GE Asset Management, Incorporated. Jennison Associates
LLC will continue to manage a portion of the portfolio.
- Prudential Global Portfolio. LSV Asset Management, Marsico Capital
Management, LLC, T. Rowe Price Associates, Inc. and William Blair &
Company, LLC have replaced Jennison Associates LLC as sub-advisers
to the portfolio. Each new sub-adviser is responsible for managing a
portion of the portfolio.
- SP AllianceBernstein Large-Cap Growth Portfolio. T. Rowe Price
Associates, Inc. has replaced Alliance Capital Management, L.P. as
sub-adviser, and the portfolio will now be known as the SP T. Rowe
Price Large-Cap Growth Portfolio.
- SP Goldman Sachs Small Cap Value Portfolio. Salomon Brothers Asset
Management Inc. has been added as a sub-adviser, and will manage a
portion of the portfolio. Goldman Sachs Asset Management, L.P. will
continue to manage a portion of the portfolio. The portfolio will
now be known as the SP Small-Cap Value Portfolio.
AMERICAN SKANDIA TRUST - FUND MERGERS/SUB-ADVISER/NAME CHANGES
- AST Alger All-Cap Growth Portfolio has merged into the AST Neuberger
Berman Mid-Cap Growth Portfolio, which is sub-advised by Neuberger
Berman Management Inc. The investment objective and investment
policies of the AST Neuberger Berman Mid-Cap Growth Portfolio remain
unchanged. However, the fees have changed as reflected in the table
below.
- AST AllianceBernstein Growth + Value Portfolio has merged into the
AST AllianceBernstein Managed Index 500 Portfolio, which is managed
by Alliance Capital Management, L.P. The investment objective and
investment policies of the AST AllianceBernstein Managed Index 500
Portfolio remain unchanged. However, the fees have changed as
reflected in the table below.
- AST Gabelli All-Cap Value Portfolio. EARNEST Partners, LLC and Wedge
Capital Management, LLP have replaced GAMCO Investors, Inc. as
sub-advisers, and the portfolio will now be known as the AST Mid-Cap
Value Portfolio. Under normal circumstances, the portfolio will now
invest at least 80% of the value of its assets in mid-capitalization
companies.
- AST Hotchkis & Wiley Large-Cap Value Portfolio. J.P. Morgan
Investment Management, Inc. has been added as a sub-adviser, and
will manage a portion of the portfolio. Hotchkis & Wiley Capital
Management, LLC will continue to manage a portion of the portfolio.
The portfolio will now be known as the AST Large-Cap Value
Portfolio.
- AST Small-Cap Value Portfolio. Salomon Brothers Asset Management
Inc. has been added as a sub-adviser, and will manage a portion of
the portfolio. Each of Integrity Asset Management, J.P. Morgan
Investment Management, Inc., and Lee Munder Investments, Ltd. will
continue to manage a portion of the portfolio.
We revise the section within the prospectuses entitled "Underlying Mutual Fund
Portfolio Annual Expenses" to include (i) the estimated fees for the AST
Neuberger Berman Mid-Cap Growth Portfolio after completion of the merger; (ii)
the estimated fees for the AST Alliance Bernstein Managed Index 500 Portfolio
after completion of the merger; and (iii) information regarding the estimated
fees for the five new AST Asset Allocation Portfolios (including applicable
footnotes):
1. Projected expenses based on current and anticipated Portfolio expenses
after the merger.
2. Specific management fees are 0.90% of average daily net assets to $1
billion, and 0.85% of average daily assets over $1 billion.
3. Until November 18, 2004, the Trust had a Distribution Plan under Rule
12b-1 to permit an affiliate of the Trust's Investment Managers to receive
brokerage commissions in connection with purchases and sales of securities
held by the Portfolios, and to use these commissions to promote the sale
of shares of the Portfolio. The Distribution Plan was terminated effective
November 18, 2004. The total annual portfolio operating expenses do not
reflect any brokerage commissions paid pursuant to the Distribution Plan
prior to the Plan's termination.
4. Management Fees, based in part on estimated amounts for the current fiscal
year. Each Asset Allocation Portfolio invests primarily in shares of one
or more Underlying Portfolios. The only management fee directly paid by an
Asset Allocation Portfolio is a 0.15% fee paid to the Investment Managers.
The management fee shown in the chart for each Asset Allocation Portfolio
is (i) the 0.15% management fee to be paid by the Asset Allocation
Portfolios to the Investment Managers plus (ii) a weighted average
estimate of the management fees to be paid by the Underlying Portfolios to
the Investment Managers, which are borne indirectly by investors in the
Asset Allocation Portfolio. Each weighted average estimate of the
management fees to be paid by the Underlying Portfolios is based on the
expected initial Underlying Portfolio allocation for the applicable Asset
Allocation Portfolio and the annual management fee rates for the
Underlying Portfolios as set forth in the current Prospectus for the
Underlying Portfolios. The management fees paid by an Asset Allocation
Portfolio may be greater or less than those indicated above.
5. Other Expenses, based on estimated amounts for the current fiscal year.
The other expenses shown in the chart for each Asset Allocation Portfolio
include: (i) the other expenses expected to be paid by the Asset
Allocation Portfolio to the Investment Managers and other service
providers plus (ii) a weighted average estimate of the other expenses to
be paid by the Underlying Portfolios to the Investment Managers and other
service providers,
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which are borne indirectly by investors in the Asset Allocation Portfolio.
Each weighted average estimate of the other expenses to be paid by the
Underlying Portfolios is based on the expected initial Underlying
Portfolio allocation for the applicable Asset Allocation Portfolio and the
annual operating expense ratios for the Underlying Portfolios as set forth
in the current Prospectus for the Underlying Portfolios. The other
expenses paid by an Asset Allocation Portfolio may be greater or less than
those indicated above. A description of the types of costs that are
included as other expenses for the Underlying Portfolios is set forth
under the caption "Management of the Trust - Other Expenses" in the
Underlying Portfolio Prospectus.
6. The fees presented here are detailed to two decimal places. The fees may
differ slightly if presented to more than two decimal places.
In the Expense Examples section of Pruco Life Insurance Company's Strategic
Partners FlexElite prospectus, Examples 2a, 2b, 3a, and 3b are replaced with the
following Examples, to correct what had appeared in the May 2, 2005 prospectus.
At the end of 2005, the Prudential Series Fund, Inc. will convert from a
Maryland corporation to a Delaware statutory trust. The Fund is making that
conversion for tax-related reasons. As a Delaware statutory trust, the
Prudential Series Fund will drop "Inc." from its name. We amend the references
in each prospectus to the Prudential Series Fund's name accordingly.
We revise Section 2 of each prospectus to (i) reflect revised investment
objectives/policies for certain portfolios (see table below); (ii) reflect the
name changes, sub-adviser changes, and fund mergers described above; (iii) add
the summary descriptions for each of the five new AST Asset Allocation
portfolios; (iv) delete the sentence stating "[t] he SP Aggressive Growth Asset
Allocation Portfolio, SP Balanced Asset Allocation Portfolio, SP Conservative
Asset Allocation Portfolio, and SP Growth Asset Allocation Portfolio invest in
other Prudential Series Fund Portfolios, and are managed by PI;"and (v) add a
new paragraph immediately preceding the investment objectives/policies table,
stating "Upon the introduction of the AST Asset Allocation Portfolios on
December 5, 2005, we ceased offering the Prudential Series Fund Asset Allocation
Portfolios to new purchasers and to existing contract owners who had not
previously invested in those Portfolios. However, a contract owner who had
contract value allocated to a Series Fund Asset Allocation Portfolio prior to
December 5, 2005 may continue to allocate purchase payments to that Portfolio
after that date. In addition, after December 5, 2005, we ceased offering the
Prudential Series Fund SP Large Cap Value Portfolio to new purchasers and to
existing contract owners who had not previously invested in that Portfolio.
However, a contract owner who had contract value allocated to the SP Large Cap
Value Portfolio prior to December 5, 2005 may continue to allocate purchase
payments to that Portfolio after that date."
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In Section 4 of the prospectuses for Pruco Life Insurance Company's Strategic
Partners FlexElite, Strategic Partners Annuity One 3, and Strategic Partners
Plus 3 only, we amend the 4th paragraph within the section entitled "Highest
Daily Value Death Benefit" to read as follows:
"For contracts sold prior to December 5, 2005, owners electing this
benefit were required to allocate contract value to one or more of the
following asset allocation portfolios of the Prudential Series Fund: SP
Balanced Asset Allocation Portfolio, SP Conservative Asset Allocation
Portfolio, and SP Growth Asset Allocation Portfolio. For contracts sold on
or after December 5, 2005, owners electing this benefit must allocate
contract value to one or more of the following asset allocation portfolios
of American Skandia Trust: AST Capital Growth Asset Allocation Portfolio,
AST Balanced Asset Allocation Portfolio, AST Conservative Asset Allocation
Portfolio, and AST Preservation Asset Allocation Portfolio."
In Section 5 of each of the above-referenced prospectuses (other than those for
Strategic Partners Select), we refer in two places to a requirement to allocate
contract value to one or more of the asset allocation portfolios of the
Prudential Series Fund. We amend those references to state instead:
"For contracts sold prior to December 5, 2005, owners electing this
benefit were required to allocate contract value to one or more of the
following asset allocation portfolios of the Prudential Series Fund: SP
Balanced Asset Allocation Portfolio, SP Conservative Asset Allocation
Portfolio, and SP Growth Asset Allocation Portfolio. Owners electing this
benefit on or after December 5, 2005 must allocate contract value to one
or more of the following asset allocation portfolios of American Skandia
Trust: AST Capital Growth Asset Allocation Portfolio, AST Balanced Asset
Allocation Portfolio, AST Conservative Asset Allocation Portfolio, and AST
Preservation Asset Allocation Portfolio."
This supplement should be read and retained with the current prospectus for your
annuity contract. If you would like another copy of a current prospectus or a
statement of additional information, please contact us at (888) PRU-2888. This
supplement is intended to update information in the May 2, 2005 prospectus for
the variable annuity you own, and is not intended to be a prospectus or offer
for any other variable annuity referenced here that you do not own.
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