Form 485BPOS FORTITUDE LIFE INSURANCE
Filed with the Securities and Exchange Commission on December 20, 2024
REGISTRATION NO. 333-71654
INVESTMENT COMPANY ACT NO. 811-05438
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 75
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 229
FORTITUDE LIFE INSURANCE & ANNUITY COMPANY VARIABLE ACCOUNT B
(Exact Name of Registrant)
FORTITUDE LIFE INSURANCE & ANNUITY COMPANY
(Name of Depositor)
10 EXCHANGE PLACE, Suite 2210
JERSEY CITY, NEW JERSEY 07302
(615) 981-8801
(Address and telephone number of Depositor’s principal executive offices)
FORTITUDE LIFE INSURANCE & ANNUITY COMPANY
C/O CT CORPORATION
3800 NORTH CENTRAL AVENUE, SUITE 460
PHOENIX, ARIZONA 85012
(602) 248-1145
(Name, address and telephone number of agent for service)
COPIES TO:
RICHARD E. BUCKLEY
SENIOR VICE PRESIDENT & ASSISTANT GENERAL COUNSEL
FORTITUDE LIFE INSURANCE & ANNUITY COMPANY
10 EXCHANGE PLACE, Suite 2210
JERSEY CITY, NEW JERSEY 07302
(615) 981-8801
Approximate Date of Proposed Sale to the Public: Continuous
It is proposed that this filing become effective: (check appropriate space)
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immediately upon filing pursuant to paragraph (b) of Rule 485 |
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on December 31, 2024 pursuant to paragraph (b) of Rule 485 |
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60 days after filing pursuant to paragraph (a)(i) of Rule 485 |
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on __________ pursuant to paragraph (a)(i) of Rule 485 |
If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
EXPLANATORY NOTE:
Registrant is filing this Post-Effective Amendment No. 75 to Registration Statement No. 333-71654 for the purpose of including in the Registration Statement a Prospectus supplement. This Post-Effective Amendment incorporates by reference the Prospectuses and Statement of Additional Information included in Part A and Part B, respectively, of Post-Effective Amendment No. 73 filed on April 25, 2024.
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Fund Type
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Portfolio Company and Adviser/Subadviser
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Current Expenses
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Average Annual Total Returns
(as of 12/31/2024)
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1-Year
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5-Year
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10-Year
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Fixed Income
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AST Bond Portfolio 2036*, ‡, 1, 2
PGIM Fixed Income
PGIM Limited
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0.81%
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N/A
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N/A
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N/A
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AST Bond Portfolio 2036
The Portfolio will commence operations on or about January 2, 2025.
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ITEM 27. EXHIBITS:
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(a) |
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(b) |
Not applicable. Fortitude Life Insurance & Annuity Company maintains custody of all assets. |
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Not Applicable |
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(k) |
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(l)(1) |
Written Consent of Independent Registered Public Accounting Firm. (Filed Herewith) |
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Not Applicable |
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Not Applicable |
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Not Applicable |
ITEM 28. DIRECTORS AND OFFICERS OF THE DEPOSITOR:
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NAME AND PRINCIPAL BUSINESS ADDRESS* |
POSITION AND OFFICES WITH DEPOSITOR |
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Alon Neches |
President and Chief Executive Officer, Director |
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Jeffrey S. Burman |
Executive Vice President, General Counsel, and Secretary |
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Ciara A. Burnham |
Director |
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Sean F. Coyle |
Executive Vice President and Chief Operating Officer |
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Douglas A. French |
Director |
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Richard Patching |
Director |
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Jeffrey Condit |
Principal Accounting Officer |
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Brian T. Schreiber |
Chairman, and Director |
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Samuel J. Weinhoff |
Director |
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Greta Hager |
Executive Vice President, and Chief Financial Officer, Director |
| * | The address of each Director and Officer named is 10 Exchange Place, Suite 2210, Jersey City, New Jersey 07302. |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT:
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FGH Parent, L.P. (Bermuda)(1) |
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Fortitude Group Holdings, LLC (Delaware) |
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Fortitude U.S. Reinsurance Company (Arizona) |
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Fortitude Re Investments, LLC (Delaware) |
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Fortitude Group Services, Inc. (Delaware) |
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Fortitude Life Insurance & Annuity Company Variable Account B (Arizona) |
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Fortitude International Ltd. (Bermuda) |
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Fortitude International Reinsurance 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 and wholly owned investment subsidiary subcompanies. 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. |
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 Fortitude Life Insurance & Annuity Company (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 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 the Company, among other insurers. The separate account, through which the variable annuities are issued, is the Fortitude Life Insurance & Annuity Company Variable Account B. In addition, PAD serves as principal underwriter for variable annuities issued by Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, and The Prudential Insurance Company of America. The separate accounts of those insurance companies are the Pruco Life Flexible Premium Variable Annuity Account, the Pruco Life of New Jersey Flexible Premium Variable Annuity Account, The Prudential Qualified Individual Variable Contract Account, The Prudential Individual Variable Contract Account, Prudential’s Annuity Plan Account, Prudential’s Investment Plan Account, and Prudential’s Annuity Plan Account-2.
(b) Information concerning the directors and officers of PAD is set forth below:
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NAME |
POSITIONS AND OFFICES WITH UNDERWRITER |
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Tracey Carroll |
President and Director |
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Christina A. Hartnett |
Vice President and Chief Operating Officer |
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Anju Nanda |
Chairman, Chief Executive Officer and Director |
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Elizabeth K. Dietrich |
Director |
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Donald Mallavia |
Director |
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Kevin M. Brayton |
Senior Vice President and Director |
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Jordan Thomsen |
Chief Legal Officer and Secretary |
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Kevin Chaillet |
Treasurer |
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Robert P. Smit |
Chief Financial Officer and Controller |
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Shane T. McGrath |
Chief Compliance Officer and Vice President |
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Suzanne Amari |
Director |
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Amy M. Woltman |
Vice President and Assistant Secretary |
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Jessica Conley |
Vice President |
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Kelly Florio |
Anti-Money Laundering Officer |
(c) Commissions received by PAD during 2023 with respect to all individual annuities issued by the Company.
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NAME OF PRINCIPAL UNDERWRITER |
NET UNDERWRITING |
COMPENSATION ON |
BROKERAGE COMMISSIONS |
OTHER |
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Prudential Annuities Distributors, Inc.* |
$98,619,373.99 |
$-0- |
$-0- |
$-0- |
| * | PAD did not retain any of these commissions. |
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS:
Provided in the Registrant’s most recent report on Form N-CEN.
None.
The Company 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 the Company 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 20th day of December 2024.
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FORTITUDE LIFE INSURANCE & ANNUITY COMPANY VARIABLE ACCOUNT B |
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By: |
Alon Neches* |
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Alon Neches |
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President and Chief Executive Officer, Director |
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FORTITUDE LIFE INSURANCE & ANNUITY COMPANY |
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By: |
Alon Neches* |
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Alon Neches |
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President and Chief Executive Officer, Director |
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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.
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SIGNATURE |
TITLE |
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Alon Neches*
Alon Neches |
President and Chief Executive Officer, Director |
December 20, 2024 |
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Ciara A. Burnham*
Ciara A. Burnham |
Director |
December 20, 2024 |
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Douglas A. French*
Douglas A. French |
Director |
December 20, 2024 |
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Richard Patching*
Richard Patching |
Director |
December 20, 2024 |
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Brian T. Schreiber*
Brian T. Schreiber |
Chairman, Director |
December 20, 2024 |
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Greta Hager*
Greta Hager |
Executive Vice President and Chief Financial Officer, Director |
December 20, 2024 |
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Samuel J. Weinhoff*
Samuel J. Weinhoff |
Director |
December 20, 2024 |
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Jeffrey T. Condit*
Jeffrey T. Condit |
Principal Accounting Officer |
December 20, 2024 |
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By: |
/s/ Richard E. Buckley |
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Richard E. Buckley |
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| * | Executed by Richard E. Buckley on behalf of those indicated pursuant to Power of Attorney. |
EXHIBITS
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Exhibit No. |
Description |
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(l)(1) |
Written Consent of Independent Registered Public Accounting Firm. |
ATTACHMENTS / EXHIBITS
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