485BPOS 1 combo.htm 485BPOS COMBO

Filed with the Securities and Exchange Commission on May 13, 2022
REGISTRATION NO. 033-62793
INVESTMENT COMPANY ACT NO. 811-5438
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 27
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 223
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PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(Exact Name of Registrant)
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
(Name of Depositor)
ONE CORPORATE DRIVE
SHELTON, CONNECTICUT 06484
(615) 981-8801
(Address and telephone number of Depositor's principal executive offices)
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J. MICHAEL LOW, ESQ
C/O KUTAK ROCK LLP
8601 NORTH SCOTTSDALE ROAD, SUITE 300
SCOTTSDALE, ARIZONA 85253-2738
(480) 429-4874
(Name, address and telephone number of agent for service)
COPIES TO:
JEFFREY BURMAN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
C/O FORTITUDE GROUP SERVICES, INC.
10 EXCHANGE PLACE, 22ND FLOOR
JERSEY CITY, NEW JERSEY 07302
(615) 981-8801
Approximate Date of Proposed Sale to the Public: Continuous
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It is proposed that this filing become effective: (check appropriate space)
[ X ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on ________ pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on __________ pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.



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EXPLANATORY NOTE:

Registrant is filing this Post-Effective Amendment No. 27 to Registration Statement No. 033-62793 for the purpose of including in the Registration Statement a Prospectus supplement. The Prospectus and the Statement of Additional Information, including financial statements filed therewith, are incorporated into Parts A and B of this Post-Effective Amendment by reference to Post-Effective Amendment No. 26 filed on April 19, 2022.
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PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B

Supplement dated May 13, 2022
to Prospectuses dated May 1, 2022

This Supplement should be read in conjunction with the current Prospectus for your Annuity and should be retained for future reference. 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 that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information.
This Supplement contains information about changes to Portfolios of the Advanced Series Trust available through your Annuity and updates other information in the Prospectus for your Annuity. Please check your Annuity Prospectus to determine which of the following changes affect the Annuity that you own. If you would like another copy of the current Annuity Prospectus, please call us at 1-800-879-7012.
AST T. Rowe Price Large-Cap Growth Portfolio - Portfolio Name Change and Subadviser Additions:
Effective on or about June 13, 2022 (the "Effective Date"), contingent on shareholder approval of the mergers listed below under “AST Portfolios – Mergers”, all references to AST T. Rowe Price Large-Cap Growth Portfolio will be changed as follows:
Current Portfolio NameNew Portfolio Name
AST T. Rowe Price Large-Cap Growth PortfolioAST Large-Cap Growth Portfolio
Additionally, on the Effective Date, Clearbridge Investments, LLC, Jennison Associates LLC and Massachusetts Financial Services Company will be added as subadvisers to the Portfolio.
AST Portfolios – Mergers:
Subject to shareholder approval, effective on or about June 13, 2022 (the “Effective Date”), the following Target Portfolios will be merged into the following Acquiring Portfolios, as noted below. As of the Effective Date, all references to the Target Portfolios will be replaced with the corresponding Acquiring Portfolio, respectively.
Target PortfoliosAcquiring Portfolios
AST Jennison Large-Cap Growth Portfolio
AST Loomis Sayles Large-Cap Growth Portfolio
AST MFS Growth Portfolio		AST Large-Cap Growth Portfolio
AST Goldman Sachs Small-Cap Value PortfolioAST Small-Cap Value Portfolio
For each of the mergers listed above, on the Effective Date, the Target Portfolio will no longer be available under your annuity contract, and any Account Value allocated to the Sub-account investing in each of the Target Portfolios will be transferred to the Sub-account investing in the corresponding Acquiring Portfolio, as noted above. Your Account Value in the units of the Sub-account investing in the Acquiring Portfolio will be equal to your Account Value of the units of the Sub-account invested in the Target Portfolio immediately prior to the merger.
Please note that you may transfer Account Value out of your Target Portfolio into an investment option available under your Annuity contract any time prior to the Effective Date. Such transfers will be free of charge and will not count as one of your annual free transfers under your Annuity contract. Also, for a period of 60 days after the Effective Date, any Account Value that was transferred to your Acquiring Portfolio as a result of the merger can be transferred into an investment option available under your Annuity contract free of charge and will not count as one of your annual free transfers. It is important to note that any investment option into which you make your transfer will be subject to the transfer limitations described in your Prospectus. Please refer to your Prospectus for detailed information about investment options.
After the Effective Date, the Target Portfolios will no longer exist and, unless you instruct us otherwise, any outstanding instruction you have on file with us that designates a Target Portfolio will be deemed an instruction for the corresponding Acquiring Portfolio. This includes, but is not limited to, Systematic Withdrawals and Dollar Cost Averaging.

GENPRODSUP3

AST Large-Cap Growth Portfolio – Portfolio Addition
Subject to shareholder approval of the mergers listed above, on the Effective Date, the AST Large-Cap Growth Portfolio will be added to your Annuity as a variable investment option.
The following is added to the table captioned “Portfolios Available Under the Annuity” in the “Appendix A” section of the Prospectus with respect to the addition of the AST Large-Cap Growth Portfolio:

Fund TypePortfolio Company and Adviser/SubadviserCurrent ExpensesAverage Annual Total Returns
 (as of 12/31/21)
1-Year5-Year10-Year
Equity
AST Large-Cap Growth Portfolio (formerly AST T. Rowe Price Large-Cap Growth Portfolio)*, 1

T. Rowe Price Associates, Inc.
0.88%17.11%24.63%20.03%
1 These Portfolios are also offered in other variable annuity contracts that utilize a predetermined mathematical formula to manage the guarantees offered in connection with optional benefits.
Those other variable annuity contracts offer certain optional living benefits that utilize a predetermined mathematical formula (the “formula”) to manage the guarantees offered in connection with those optional benefits. The formula monitors each contract Owner’s Account Value daily and, if necessary, will systematically transfer amounts among investment options. The formula transfers funds between the Sub-accounts for those variable annuity contracts and an AST bond Portfolio Sub-account or a fixed account (those AST bond Portfolios or a fixed account may not be available in connection with the annuity contracts offered through this prospectus). You should be aware that the operation of the formula in those other variable annuity contracts may result in large-scale asset flows into and out of the underlying Portfolios that are available with your contract. These asset flows could adversely impact the underlying Portfolios, including their risk profile, expenses and performance. Because transfers between the Sub-accounts and the AST bond Sub-account or a fixed account can be frequent and the amount transferred can vary from day to day, any of the underlying Portfolios could experience the following effects, among others:
(a)a Portfolio’s investment performance could be adversely affected by requiring a subadviser to purchase and sell securities at inopportune times or by otherwise limiting the subadviser’s ability to fully implement the Portfolio’s investment strategy;
(b)the subadviser may be required to hold a larger portion of assets in highly liquid securities than it otherwise would hold, which could adversely affect performance if the highly liquid securities underperform other securities (e.g., equities) that otherwise would have been held; and
(c)a Portfolio may experience higher turnover and greater negative asset flows than it would have experienced without the formula, which could result in higher operating expense ratios and higher transaction costs for the Portfolio compared to other similar funds.
The efficient operation of the asset flows among Portfolios triggered by the formula depends on active and liquid markets. If market liquidity is strained, the asset flows may not operate as intended. For example, it is possible that illiquid markets or other market stress could cause delays in the transfer of cash from one Portfolio to another Portfolio, which in turn could adversely impact performance.
Before you allocate to the Sub-account with the Portfolios listed above, you should consider the potential effects on the Portfolios that are the result of the operation of the formula in the variable annuity contracts that are unrelated to your Variable Annuity. Please work with your financial professional to determine which Portfolios are appropriate for your needs.
* This information includes annual expenses that reflect temporary fee reductions.

You may wish to consult with your financial professional to determine if your existing allocation instructions should be changed before or after the Effective Date.


THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.


GENPRODSUP3

PART C
OTHER INFORMATION
ITEM 27. EXHIBITS:
(a)
(b)Not applicable. Prudential Annuities Life Assurance Corporation maintains custody of all assets.
(c) (1)
(2)
(d) (1)
(2)
(3)
(4)
(5)
(e)
(f) (1)
(2)
(3)
(g)Not Applicable
(h) (1)
(2)
(3)
(4)
(5)
(6)
(7)


(8)
(9)
(10)
(11)
(12)
(i) (1)
(2)
(j)Not Applicable
(k)
(l) (1)
(2)
(m)Not Applicable
(n)Not Applicable
(o)Not Applicable



ITEM 28. DIRECTORS AND OFFICERS OF THE DEPOSITOR:
NAME AND PRINCIPAL BUSINESS ADDRESSPOSITION AND OFFICES WITH DEPOSITOR
James Bracken
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		President and Chief Executive Officer, Director
Jeffrey S. Burman
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Senior Vice President, General Counsel and Secretary
Ciara A. Burnham
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Director
Sean F. Coyle
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Senior Vice President and Chief Operating Officer
Douglas A. French
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Director
Adam J. Greenhut
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Assistant Secretary
Jeffrey P. Mauro
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Senior Vice President and Chief Investment Officer
John M. McGregor
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Senior Vice President
Brian P. Orndorff
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Vice President and Director of Tax
Richard Patching
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Director
Jamie Schmerer
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Director of Internal Audit
Brian T. Schreiber
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Director
Andrew Sooboodoo
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Senior Vice President and Chief Risk Officer
Alan Stewart
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Vice President and Treasurer
Kai Talarek
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Senior Vice President and Chief Financial Officer, Director
James West
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Chief Actuary
Samuel J. Weinhoff
10 Exchange Place, 22nd Floor
Jersey City, New Jersey 07302		Director



ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT:
FGH Parent, L.P. (Bermuda) (1)
Fortitude Group Holdings, LLC (Delaware)
Fortitude Reinsurance Company Ltd. (Bermuda)
Fortitude Re Investments, LLC (Delaware)
Fortitude Group Services, Inc. (Delaware)
Fortitude Life & Annuity Solutions, Inc. (Delaware)
Fortitude P&C Solutions, Inc. (Delaware)
Rx Life Insurance Company (Arizona) (2)
Prudential Annuities Life Assurance Corporation (Arizona) (3)
Prudential Annuities Life Assurance Corporation Variable Account B (Arizona)
Prudential Annuities Life Assurance Corporation Variable Account E (Arizona)
Prudential Annuities Life Assurance Corporation Variable Account F (Arizona)
Prudential Annuities Life Assurance Corporation Index Strategies Separate Account (Arizona)
Prudential Annuities Life Assurance Corporation Variable Account D (Arizona)
Prudential Annuities Life Assurance Corporation Variable Account Q (Arizona)
Fortitude International Ltd. (Bermuda)
Fortitude International Group Holdings Ltd. (United Kingdom)
Fortitude International Reinsurance Ltd. (Bermuda)
Fortitude Group Services Ltd. (Bermuda)

1.This organizational chart is presented on the basis of FGH Parent, L.P. being the ultimate controlling party of the Fortitude Re group of companies. This organizational chart does not include limited partners of limited partnerships and non-managing members of limited liability companies. The general partner of FGH Parent, L.P. does not have control over FGH Parent, L.P. and is therefore excluded from this organizational chart. This organizational chart does not include other Carlyle portfolio company investments or other entities through which such investments are made.
2.Rx Life Insurance Company is in the process of changing its name to Fortitude U.S. Reinsurance Company.
3.Prudential Annuities Life Assurance Corporation is in the process of changing its name to Fortitude Life Insurance & Annuity Company.
ITEM 30. INDEMNIFICATION:
The Registrant, in conjunction with certain of its affiliates, maintains insurance on behalf of any person who is or was a trustee, director, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of such other affiliated trust or corporation, against any liability asserted against and incurred by him or her arising out of his or her position with such trust or corporation.
Arizona, the state of organization of Prudential Annuities Life Assurance Corporation (the Company), permits entities organized under its jurisdiction to indemnify directors and officers with certain limitations. The relevant provisions of Arizona law permitting indemnification can be found in Section 10-850 et. seq. of the Arizona Statutes Annotated. The text of the Company's By-law, Article VI, which relates to indemnification of officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ITEM 31. PRINCIPAL UNDERWRITERS:
(a)    Prudential Annuities Distributors, Inc. (PAD)
PAD serves as principal underwriter for variable annuities issued by Prudential Annuities Life Assurance Corporation, among other insurers. The separate account, through which the bulk of the variable annuities are issued, is the Prudential Annuities Life Assurance Corporation Variable Account B.
(b)    Information concerning the directors and officers of PAD is set forth below:
NAMEPOSITIONS AND OFFICES WITH UNDERWRITER
Aismara J. Casanova
213 Washington Street
Newark, New Jersey 07102		President and Director


James F. Mullery
213 Washington Street
Newark, New Jersey 07102		Chairman, Chief Executive Officer and Director
Anju Nanda
One Corporate Drive
Shelton, Connecticut 06484		Senior Vice President and Director
Robert E. Boyle
655 Broad Street
Newark, New Jersey 07102		Senior Vice President and Director
Dianne D. Bogoian
One Corporate Drive
Shelton, Connecticut 06484		Senior Vice President and Director
Elizabeth Guerrera
One Corporate Drive
Shelton, Connecticut 06484		Vice President and Director
Patricia L. O'Shea
213 Washington Street
Newark, New Jersey 07102		Chief Operating Officer
Kevin M. Brayton
280 Trumbull Street
Hartford, Connecticut 06103		Senior Vice President and Director
Francine B. Boucher
213 Washington Street
Newark, New Jersey 07102		Chief Legal Officer, Vice President and Secretary
Kevin Chaillet
751 Broad Street
Newark, New Jersey 07102		Treasurer
Robert P. Smit
751 Broad Street
Newark, New Jersey 07102		Chief Financial Officer and Controller
Shane T. McGrath
280 Trumbull Street
Hartford, Connecticut 06103		Chief Compliance Officer and Vice President
Michael A. Pignatella
280 Trumbull Street
Hartford, Connecticut 06103		Vice President and Assistant Secretary
Jessica Conley
2101 Welsh Road
Dresher, Pennsylvania 19025		Vice President
Kelly Florio
751 Broad Street
Newark, New Jersey 07102		Anti-Money Laundering Officer
(c)     Commissions received by PAD during 2021 with respect to all individual annuities issued by PALAC.


NAME OF PRINCIPAL UNDERWRITER
NET UNDERWRITING DISCOUNTS AND COMMISSIONS

COMPENSATION ON REDEMPTION

BROKERAGE COMMISSIONS

OTHER
COMPENSATION

Prudential Annuities Distributors, Inc.*

$467,002,678.61

$-0-

$-0-

$-0-
* PAD did not retain any of these commissions.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS:
Accounts and records are maintained by Prudential Insurance Company of America as provider of administrative services at its offices in Shelton, Connecticut and Fort Washington, Pennsylvania.
Accounts and records are maintained by Fortitude Re at its offices in Jersey City, New Jersey.
ITEM 33. MANAGEMENT SERVICES:
None.



ITEM 34. FEE REPRESENTATION:
Prudential Annuities Life Assurance Corporation represents that the fees and charges deducted under the Contracts described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Prudential Annuities Life Assurance Corporation under the Contracts.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, duly authorized, in the City of Jersey City and the State of New Jersey on this 13th day of May 2022.

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
REGISTRANT
BY: PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
DEPOSITOR
James Bracken*
James Bracken
President and Chief Executive Officer, Director

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
DEPOSITOR

James Bracken*
James Bracken
President and Chief Executive Officer, Director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE
TITLE
James Bracken*President and Chief Executive Officer, DirectorMay 13, 2022
James Bracken(Principal Executive Officer)
Ciara A. Burnham*DirectorMay 13, 2022
Ciara A. Burnham
Douglas A. French*DirectorMay 13, 2022
Douglas A. French
Richard Patching*DirectorMay 13, 2022
Richard Patching
Brian T. Schreiber*DirectorMay 13, 2022
Brian T. Schreiber
Kai Talarek*Senior Vice President and Chief Financial Officer, DirectorMay 13, 2022
Kai Talarek(Principal Financial Officer)
Samuel J. Weinhoff*DirectorMay 13, 2022
Samuel J. Weinhoff
Jeffrey T. Condit*Serving in function of Principal Accounting OfficerMay 13, 2022
Jeffrey T. Condit
By:/s/ Jeffrey S. Burman
Jeffrey S. Burman
* Executed by Jeffrey S. Burman on behalf of those indicated pursuant to Power of Attorney.


EXHIBITS