Filed with the Securities and Exchange Commission on October 7, 2003
Registration No. 333-26695
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 9
On Form S-2
Registration Statement Under The Securities Act of 1933*
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of incorporation or organization)
63
(Primary Standard Industrial Classification Code Number)
06-1241288
(I.R.S. Employer Identification No.)
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
TIMOTHY P. HARRIS, CORPORATE SECRETARY
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy To:
LAURA K. KEALEY, ESQ.
COUNSEL
One Corporate Drive, Shelton, Connecticut 06484 (203) 944-5477
Approximate date of commencement of proposed sale to the public:
October 8, 2003 or as soon as practicable after the effective date of this Registration Statement
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following: X .
If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of the Form, check the following: .
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Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
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Annuity Contracts $ $
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*The proposed aggregate offering price is estimated solely for determining the registration fee. The amount to be registered and
the proposed maximum offering price per unit are not applicable since these securities are not issued in predetermined amounts or
units.
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ASPro
NOTE
Registrant is filing this Post-Effective Amendment to Registration Statement No. 333-26695 for the purpose of including in the
Registration Statement a Prospectus Supplement which adds a new optional benefit to the variable annuity contract described in the
registration statement and amends certain other disclosure as described in the registration statement. Additionally, the
Prospectus Supplement contains language regarding this new optional benefit which affects the companion Registration Statement No.
333-26685 on Form N-4. Other than as set forth herein, the Post-Effective Amendment does not amend or delete any other part of
this Registration Statement.
ASPro (S-2)
Supplement to Prospectus Dated May 1, 2003
Supplement dated October 13, 2003
This Supplement should be retained with the current Prospectus for your annuity contract issued by American Skandia Life Assurance
Corporation ("American Skandia"). If you do not have a current Prospectus, please contact American Skandia at 1-800-766-4530.
WHO IS AMERICAN SKANDIA?
The following paragraph is added to this section of the prospectus:
Effective May 1, 2003, Skandia U.S. Inc., the sole shareholder of ASI, which is the parent of American Skandia, was purchased by
Prudential Financial, Inc. Prudential Financial is a New Jersey insurance holding company whose subsidiary companies serve
individual and institutional customers worldwide and include The Prudential Insurance Company of America, one of the largest life
insurance companies in the U.S. These companies offer a variety of products and services, including life insurance, property and
casualty insurance, mutual funds, annuities, pension and retirement related services and administration, asset management,
securities brokerage, banking and trust services, real estate brokerage franchises, and relocation services.
GUARANTEED RETURN OPTION PlusSM (GRO PlusSM)
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The Guaranteed Return Option Plus described below is being offered as of October 13, 2003 in those jurisdictions where we have
received regulatory approval, and will be offered subsequently in other jurisdictions when we receive regulatory approval in those
jurisdictions. Certain terms and conditions may differ between jurisdictions once approved. The program can be elected by new
purchasers on the Issue Date of their Annuity, and can be elected by existing Annuity Owners on either the anniversary of the
Issue Date of their Annuity or on a date other than that anniversary, as described below under "Election of the Program". The
Guaranteed Return Option Plus is not available if you elect the Guaranteed Return Option program, the Guaranteed Minimum
Withdrawal Benefit rider or the Guaranteed Minimum Income Benefit rider.
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We offer a program that, after a seven-year period following commencement of the program (we refer to the end of that seven-year
period as the "maturity date") and on each anniversary of the maturity date thereafter, guarantees your Account Value will not be
less than your Account Value on the effective date of your program (called the "Protected Principal Value"). The program also
offers you the opportunity to elect a second, enhanced guaranteed amount at a later date if your Account Value has increased,
while preserving the guaranteed amount established on the effective date of your program. The enhanced guaranteed amount (called
the "Enhanced Protected Principal Value") guarantees that, after a separate seven-year period following election of the enhanced
guarantee and on each anniversary thereafter, your Account Value will not be less than your Account Value on the effective date of
your election of the enhanced guarantee.
The program monitors your Account Value daily and, if necessary, systematically transfers amounts between variable investment
options you choose and Fixed Allocations used to support the Protected Principal Value(s). The program may be appropriate if you
wish to protect a principal amount against market downturns as of a specific date in the future, but also wish to invest in the
variable investment options to participate in market increases. There is an additional charge if you elect the Guaranteed Return
Option Plus program.
The guarantees provided by the program exist only on the applicable maturity date(s) and on each anniversary of the maturity
date(s) thereafter. However, due to the ongoing monitoring of your Account Value and the transfer of Account Value between
variable investment options and Fixed Allocations to support our future guarantees, the program may provide some protection from
significant market losses if you choose to surrender the Annuity or begin receiving annuity payments prior to a maturity date.
KEY FEATURE - Protected Principal Value/Enhanced Protected Principal Value
The Guaranteed Return Option Plus offers a base guarantee as well as the option of electing an enhanced guarantee at a later date.
|X| Base Guarantee: Under the base guarantee, American Skandia guarantees that on the maturity date and on each anniversary
of the maturity date thereafter, your Account Value will be no less than the Protected Principal Value.
On the maturity date and on each anniversary after the maturity date, if your Account Value is below the Protected Principal
Value, American Skandia will apply additional amounts to your Annuity from its general account to increase your Account Value
to be equal to the Protected Principal Value.
|X| Enhanced Guarantee: On any anniversary following commencement of the program, you can establish an enhanced guaranteed
amount based on your current Account Value. Under the enhanced guarantee, American Skandia guarantees that at the end of the
seven year period following the election of the enhanced guarantee (also referred to as its "maturity date"), and on each
anniversary of the maturity date thereafter, your Account Value will be no less than the Enhanced Protected Principal Value.
You can elect an enhanced guarantee more than once; however, a subsequent election supersedes the prior election of an
enhanced guarantee. Election of an enhanced guarantee does not impact the base guarantee. In addition, you may elect an "auto
step-up" feature that will automatically increase your base guarantee (or enhanced guarantee, if previously elected) on each
anniversary of the program (and create a new, seven year maturity period for the new enhanced guarantee) if the Account Value
as of that anniversary exceeds the existing base guarantee (or enhanced guarantee, if previously elected) by 7% or more. You
may also elect to terminate an enhanced guarantee. If you elect to terminate the enhanced guarantee, the base guarantee will
remain in effect.
If you have elected the enhanced guarantee, on the guarantee's maturity date and on each anniversary of the maturity date
thereafter, if your Account Value is below the Enhanced Protected Principal Value, American Skandia will apply additional
amounts to your Annuity from its general account to increase your Account Value to be equal to the Enhanced Protected
Principal Value.
Any amounts added to your Annuity will be applied, if necessary, to any Fixed Allocations needed to support the applicable
guarantee amount as of the maturity date or any anniversary of the maturity date. Any remaining amounts will be allocated
pro-rata to your Account Value based on your current Sub-account allocations. We will notify you of any amounts added to your
Annuity under the program. The Protected Principal Value is referred to as the "Base Guarantee" and the Enhanced Protected
Principal Value is referred to as the "Step-up Guarantee" in the rider we issue for this benefit.
Withdrawals under your Annuity
Withdrawals from your Annuity, while the program is in effect, will reduce the base guarantee under the program as well as any
enhanced guarantee. Cumulative annual withdrawals up to 5% of the Protected Principal Value as of the effective date of the
program (adjusted for any subsequent Purchase Payments and any Credits applied to such Purchase Payments) will reduce the
applicable guaranteed amount by the actual amount of the withdrawal (referred to as the "dollar-for-dollar limit"). If the amount
withdrawn is greater than the dollar-for-dollar limit, the portion of the withdrawal equal to the dollar-for-dollar limit will be
treated as described above, and the portion of the withdrawal in excess of the dollar-for-dollar limit will reduce the base
guarantee and the enhanced guarantee proportionally, according to the formula as described in the rider for this benefit (see the
examples of this calculation below). Withdrawals will be taken pro-rata from the variable investment options and any Fixed
Allocations. Withdrawals will be subject to all other provisions of the Annuity, including any Contingent Deferred Sales Charge
or Market Value Adjustment that would apply.
Charges for other optional benefits under the Annuity that are deducted as an annual charge in arrears will not reduce the
applicable guaranteed amount under the Guaranteed Return Option Plus program, however, any partial withdrawals in payment of
charges for the Plus40(TM)Optional Life Insurance Rider will be treated as withdrawals and will reduce the applicable guaranteed
amount.
The following examples of dollar-for-dollar and proportional reductions assume that: 1.) the Issue Date and the effective date of
the GRO PlusSM program are October 13, 2003; 2.) an initial Purchase Payment of $250,000; 3.) a base guarantee amount of $250,000;
and 4.) a dollar-for-dollar limit of $12,500 (5% of $250,000):
Example 1. Dollar-for-dollar reduction
A $10,000 withdrawal is taken on November 29, 2003 (in the first Annuity Year). No prior withdrawals have been taken. As the
amount withdrawn is less than the Dollar-for-dollar Limit:
o The base guarantee amount is reduced by the amount withdrawn (i.e., by $10,000, from $250,000 to $240,000).
o The remaining dollar-for-dollar limit ("Remaining Limit") for the balance of the first Annuity Year is also reduced by
the amount withdrawn (from $12,500 to $2,500).
Example 2. Dollar-for-dollar and proportional reductions
A second $10,000 withdrawal is taken on December 18, 2003 (still within the first Annuity Year). The Account Value immediately
before the withdrawal is $180,000. As the amount withdrawn exceeds the Remaining Limit of $2,500 from Example 1:
o the base guarantee amount is first reduced by the Remaining Limit (from $240,000 to $237,500);
o The result is then further reduced by the ratio of A to B, where:
o A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or $7,500).
o B is the Account Value less the Remaining Limit ($180,000 - $2,500, or $177,500).
The resulting base guarantee amount is: $237,500 x ( 1 - $7,500 / $177,500), or $227,464.79.
o The Remaining Limit is set to zero (0) for the balance of the first Annuity Year.
Example 3. Reset of the Dollar-for-dollar Limit
A $10,000 withdrawal is made on December 19, 2004 (second Annuity Year). The Remaining Limit has been reset to the
dollar-for-dollar limit of $12,500. As the amount withdrawn is less than the dollar-for-dollar limit:
o The base guarantee amount is reduced by the amount withdrawn (i.e., reduced by $10,000, from $227,464.79 to $217,464.79).
o The Remaining Limit for the balance of the second Annuity Year is also reduced by the amount withdrawn (from $12,500 to
$2,500).
KEY FEATURE - Allocation of Account Value
In general, you have discretion over the allocation of your Account Value that remains allocated in the variable investment
options. However, we reserve the right to prohibit investment in certain Portfolios if you participate in the program. Account
Value is only transferred to and maintained in Fixed Allocations to the extent we, in our sole discretion, deem it is necessary to
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support our guarantee(s) under the program. This permits your Annuity to participate in the upside potential of the Sub-accounts
while only transferring amounts to Fixed Allocations to protect against significant market downturns. We monitor fluctuations in
your Account Value each business day, as well as the prevailing interest rates on Fixed Allocations, the remaining duration(s)
until the applicable maturity date(s) and the amount of Account Value allocated to Fixed Allocation(s) relative to a "reallocation
trigger", which determines whether Account Value must be transferred to or from Fixed Allocation(s). While you are not notified
when your Account Value reaches a reallocation trigger, you will receive a confirmation statement indicating the transfer of a
portion of your Account Value either to or from Fixed Allocation(s).
|X| If your Account Value is greater than or equal to the reallocation trigger, your Account Value in the variable investment
options will remain allocated according to your most recent instructions. If a portion of Account Value was previously
allocated to a Fixed Allocation to support the applicable guaranteed amount, all or a portion of those amounts may be
transferred from the Fixed Allocation and re-allocated to the variable investment options pro-rata according to your current
allocations (including the model allocations under any asset allocation program you may have elected). A Market Value
Adjustment will apply when we reallocate Account Value from a Fixed Allocation to the variable investment options, which may
result in a decrease or increase in your Account Value.
|X| If your Account Value is less than the reallocation trigger, a portion of your Account Value in the variable investment
options will be transferred to a new Fixed Allocation(s) to support the applicable guaranteed amount. These amounts are
transferred on a pro-rata basis from the variable investment options. The new Fixed Allocation(s) will have a Guarantee
Period equal to the time remaining until the applicable maturity date(s). The Account Value allocated to the new Fixed
Allocation(s) will be credited with the fixed interest rate(s) then being credited to a new Fixed Allocation(s) maturing on
the applicable maturity date(s) (rounded to the next highest yearly duration). The Account Value will remain invested in each
applicable Fixed Allocation until the applicable maturity date unless, at an earlier date, your Account Value is greater than
or equal to the reallocation trigger and, therefore, amounts can be transferred to the variable investment options while
maintaining the guaranteed protection under the program (as described above).
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If a significant amount of your Account Value is systematically transferred to Fixed Allocations to support the Protected
Principal Value and/or the Enhanced Protected Principal Value during prolonged market declines, less of your Account Value may be
immediately available to participate in the upside potential of the variable investment options if there is a subsequent market
recovery. During the period prior to the maturity date of the base guarantee or any enhanced guarantee, or any anniversary of
such maturity date(s), a significant portion of your Account Value may be allocated to Fixed Allocations to support any applicable
guaranteed amount(s). If your Account Value is less than the reallocation trigger and new Fixed Allocations must be established
during periods where the interest rate(s) being credited to such Fixed Allocations is extremely low, a larger portion of your
Account Value may need to be transferred to Fixed Allocations to support the applicable guaranteed amount(s).
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Separate Fixed Allocations may be established in support of the Protected Principal Value and the Enhanced Protected Principal
Value (if elected). There may also be circumstances when a Fixed Allocation will be established only in support of the Protected
Principal Value or the Enhanced Protected Principal Value. If you elect an enhanced guarantee, it is more likely that a portion
of your Account Value may be allocated to Fixed Allocations and will remain allocated for a longer period of time to support the
Enhanced Protected Principal Value, even during a period of positive market performance and/or under circumstances where Fixed
Allocations would not be necessary to support the Protected Principal Value. Further, there may be circumstances where Fixed
Allocations in support of the Protected Principal Value are transferred to the variable investment options while Fixed Allocations
in support of an Enhanced Protected Principal Value are not transferred because they must remain invested in the Fixed Allocation
in support of the higher enhanced guarantee.
American Skandia uses an allocation mechanism based on assumptions of expected and maximum market volatility to determine the
reallocation trigger. The allocation mechanism is used to determine the allocation of Account Value between Fixed Allocations and
the Sub-accounts you choose. American Skandia reserves the right to change the allocation mechanism and the reallocation trigger
at its discretion, subject to regulatory approval where required. Changes to the allocation mechanism and/or the reallocation
trigger may be applied to existing programs where allowed by law.
Election of the Program
The Guaranteed Return Option Plus program can be elected at the time that you purchase your Annuity, or on any business day
thereafter (prior to annuitization). If you elect the program after the Issue Date of your Annuity, the program will be effective
as of the business day that we receive the required documentation in good order at our home office, and the guaranteed amount will
be based on your Account Value as of that date. If you previously elected the Guaranteed Return Option program and wish to elect
the Guaranteed Return Option Plus program, your prior Guaranteed Return Option program will be terminated (including the
guaranteed amount(s)) and the Guaranteed Return Option Plus program will be added to your Annuity based on the current Account
Value. This election of GRO PlusSM may result in a market value adjustment, which could increase or decrease your Account Value.
Termination of the Program
The Annuity Owner can elect to terminate the enhanced guarantee but maintain the protection provided by the base guarantee. The
Annuity Owner also can terminate the Guaranteed Return Option Plus program entirely. An Annuity Owner who terminates the program
entirely can subsequently elect to participate in the program again (based on the Account Value on that date) by furnishing the
documentation we require. In a rising market, an Annuity Owner could, for example, terminate the program on a given business day
and two weeks later reinstate the program with a higher base guarantee (and a new maturity date). However, your ability to
reinstate the program is limited by the following: (A) in any Annuity Year, we do not permit more than two program elections and
(B) a program reinstatement cannot be effected on the same business day on which a program termination was effected.
The program will terminate automatically upon: (a) the death of the Owner or the Annuitant (in an entity owned contract); (b) as
of the date Account Value is applied to begin annuity payments; or (c) upon full surrender of the Annuity. If you elect to
terminate the program prior to the applicable maturity date, the Guaranteed Return Option Plus will no longer provide a guarantee
of your Account Value. The surviving spouse may elect the benefit at any time after the death of the Annuity Owner. The
surviving spouse's election will be effective on the business day that we receive the required documentation in good order at our
home office, and the Account Value on that business day will be the Protected Principal Value.
The charge for the Guaranteed Return Option Plus program will no longer be deducted from your Account Value upon termination of
the program.
Special Considerations under the Guaranteed Return Option Plus
This program is subject to certain rules and restrictions, including, but not limited to the following:
|X| Upon inception of the program, 100% of your Account Value must be allocated to the variable investment options. No Fixed
Allocations may be in effect as of the date that you elect to participate in the program. However, the reallocation trigger
may transfer Account Value to Fixed Allocations as of the effective date of the program under some circumstances.
|X| Annuity Owners cannot allocate any portion of Purchase Payments or transfer Account Value to or from a Fixed Allocation
while participating in the program, and cannot participate in any dollar cost averaging program that transfers Account Value
from a Fixed Allocation to the variable investment options.
|X| Additional Purchase Payments (including any credits associated with such Purchase Payments) applied to the Annuity while
the program is in effect will increase the applicable guarantee amount by the actual amount of the Purchase Payment; however,
all or a portion of any additional Purchase Payments (including any credits associated with such Purchase Payments) may be
allocated by us to Fixed Allocations to support the additional amount guaranteed.
|X| Transfers from Fixed Allocations will be subject to the Market Value Adjustment formula under the Annuity; however, the
0.10% "cushion" feature of the formula will not apply. A Market Value Adjustment may be either positive or negative.
Transfer amounts will be taken from the most recently applied Fixed Allocation.
|X| Transfers from the Sub-accounts to Fixed Allocations or from Fixed Allocations to the Sub-accounts under the program will
not count toward the maximum number of free transfers allowable under the Annuity.
|X| Any amounts applied to your Account Value by American Skandia on the maturity date or any anniversary of the maturity
date will not be treated as "investment in the contract" for income tax purposes.
Charges under the Program
We deduct a charge equal to 0.25% of Account Value per year to participate in the Guaranteed Return Option Plus program. The
annual charge is deducted daily against your Account Value allocated to the Sub-accounts. Account Value allocated to Fixed
Allocations under the program is not subject to the charge. The charge is deducted to compensate American Skandia for: (a) the
risk that your Account Value on the maturity date is less than the amount guaranteed; and (b) administration of the program.
ASAP2 / FUSI AS2 / EVA / ASAP III / APEX / FUSI XT /EVA XT / WELLS XT / FUSI ASXT-4 / ASL / FUSI ASL /
WELLS ASL / WELLS APEX / AS PRO / WELLS VA+ / IMPACT / FT PORTFOLIOS / GAL 3 / ASL II /FUSI ASL II /
APEX II - SUPP. (GRO Only) - (10/13/2003) 92001b0903
ASPro
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution: Not Applicable.
Item 15. Indemnification of Directors and Officers: Under Section 33-320a of the Connecticut General Statutes, the Registrant
must indemnify a director or officer against judgments, fines, penalties, amounts paid in settlement and reasonable expenses
including attorneys' fees, for actions brought or threatened to be brought against him in his capacity as a director or officer
when certain disinterested parties determine that he acted in good faith and in a manner he reasonably believed to be in the best
interests of the Registrant. In any criminal action or proceeding, it also must be determined that the director or officer had no
reason to believe his conduct was unlawful. The director or officer must also be indemnified when he is successful on the merits
in the defense of a proceeding or in circumstances where a court determines that he is fairly and reasonable entitled to be
indemnified, and the court approves the amount. In shareholder derivative suits, the director or officer must be finally adjudged
not to have breached this duty to the Registrant or a court must determine that he is fairly and reasonably entitled to be
indemnified and must approve the amount. In a claim based upon the director's or officer's purchase or sale of the Registrants'
securities, the director or officer may obtain indemnification only if a court determines that, in view of all the circumstances,
he is fairly and reasonably entitled to be indemnified and then for such amount as the court shall determine. The By-Laws of
American Skandia Life Assurance Corporation ("ASLAC") also provide directors and officers with rights of indemnification,
consistent with Connecticut Law.
The foregoing statements are subject to the provisions of Section 33-320a.
Directors and officers of ASLAC and American Skandia Marketing, Inc. ("ASM") can also be indemnified pursuant to indemnity
agreements between each director and officer and American Skandia, Inc., a corporation organized under the laws of the state of
Delaware. The provisions of the indemnity agreement are governed by Section 45 of the General Corporation Law of the State of
Delaware.
The directors and officers of ASLAC and ASM are covered under a directors and officers liability insurance policy. Such policy
will reimburse ASLAC or ASM, as applicable, for any payments that it shall make to directors and officers pursuant to law and,
subject to certain exclusions contained in the policy, will pay any other costs, charges and expenses, settlements and judgments
arising from any proceeding involving any director or officer of ASLAC or ASM, as applicable, in his or her past or present
capacity as such.
Item 16. Exhibits and Financial Statement Schedules:
Exhibits Page
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1 Underwriting agreement incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement No.
333-25733, filed via EDGAR March 2, 1998.
2 Plan of acquisition, reorganization, arrangement, liquidation or succession Not applicable
3 Articles of incorporation and by-laws incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement No. 33-87010, filed via EDGAR March 2, 1998.
4 Instruments defining the rights of security holders, including indentures incorporated by reference to Pre-Effective
Amendment No. 1 to Registration Statement No. 333-26685, filed via EDGAR July 22, 1997
5 Opinion re legality Included as Exhibit 23(b)
6 - 9 Not applicable
10 Material contracts (Investment Management Agreement):
(a) Agreement with Alliance Capital Management L.P. incorporated by reference to Post-Effective No.
3 to Registration Statement No. 33-53507, filed via EDGAR April 26, 2002.
(b) Agreement with Blackrock Financial Management, Inc. incorporated by reference to Post-Effective
No. 3 to Registration Statement No. 33-53507, filed via EDGAR April 26, 2002.
11 - 22 Not applicable
23a Consent of Ernst & Young LLP incorporated by reference to Post-Effective Amendment No. 8 to this
Registration Statement No. 333-26695, filed April 28, 2003.
23b Opinion & Consent of Counsel FILED HEREWITH
24 Powers of Attorney for President and Director: David R. Odenath and Directors: James Avery, Vivian Banta, Richard
Carbone, Helen Galt and Ronald Joelson filed via EDGAR with Post-Effective Amendment No. 2 to this Registration
Statement No. 333-96577, filed August 6, 2003.
25 - 28 Not applicable
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An index to the financial statement schedules is omitted because it is not required or is not applicable.
Item 17. Undertakings: The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, post-effective amendments to this registration
statement:
(i) To include any prospectus required by section 10 (a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.
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LEGAL EXPERTS: The Counsel of American Skandia Life Assurance Corporation has passed on the legal matters with respect to Federal
laws and regulations applicable to the issue and sale of the Annuities and with respect to Connecticut law.
Exhibits
Exhibit 23b Opinion and Consent of Counsel FILED HEREWITH
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Shelton, State of Connecticut, on the 7th day of October , 2003.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Registrant
By: _______________________________________ Attest: _________________________
/s/ Timothy P. Harris, Corporate Secretary /s/ Kathleen A. Chapman
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
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(Principal Executive Officer)
David R. Odenath* Chief Executive Officer and President October 7, 2003
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David R. Odenath
(Principal Financial Officer and Principal Accounting Officer)
__________________ Executive Vice President and October 7, 2003
/s/ Anthony Piszel Chief Financial Officer
(Board of Directors)
James Avery* Vivian Banta* Richard Carbone*
------------ ------------ ----------------
James AveryVivian Banta Richard Carbone
Helen Galt* Ronald Joelson* David R. Odenath*
----------- --------------- -----------------
Helen Galt Ronald Joelson David R. Odenath
*By: _____________________________
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/s/ Timothy P. Harris
*Pursuant to Powers of Attorney filed with Post-Effective Amendment No. 2 to Registration Statement No. 333-96577
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Prudential Annuities Life Assurance
Filed: 7 Oct 03, 12:00am