Filed with the Securities and Exchange Commission on January 18, 2001
Registration No. 333-26695
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 5
On Form S-2
Registration Statement Under The Securities Act of 1933*
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
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(Exact name of registrant as specified in its charter)
CONNECTICUT
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(State or other jurisdiction of incorporation or organization)
63
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(Primary Standard Industrial Classification Code Number)
06-1241288
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(I.R.S. Employer Identification No.)
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
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(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
M. PRISCILLA PANNELL, CORPORATE SECRETARY
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy To:
SCOTT K. RICHARDSON, ESQ.
SENIOR COUNSEL
One Corporate Drive, Shelton, Connecticut 06484 (203) 925-6922
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Approximate date of commencement of proposed sale to the public:
January 22, 2001 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 additional disclosure regarding new fixed allocations
for use with dollar cost averaging programs and short-term investment programs described in the registration statement.
Additionally, the Supplement contains language regarding the variable investment options of the annuity which effect 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)
ASPro -SUPP. (01/22/2001) 1 ASP
Supplement to Prospectus Dated May 1, 2000, Revised Effective October 23, 2000
Supplement dated January 22, 2001
This Supplement should be retained with the current Prospectus for your variable 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-SKANDIA.
I. ADDITIONAL VARIABLE INVESTMENT OPTIONS
The underlying Portfolios shown below are being offered as Sub-accounts under your Annuity.
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Underlying Mutual Fund Portfolio Annual Expenses
(as a percentage of the average net assets of the underlying Portfolios)
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Management Other 12b-1 Fees Total Annual Fee Net
Fees Expenses Portfolio Waivers Annual
UNDERLYING PORTFOLIO Operating and Fund
Expenses Expense Operating
Reimburse-mentExpenses
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ProFund VP:
Biotechnology 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Energy 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Financial 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Healthcare 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Real Estate 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Technology 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Telecommunications 0.75% 1.00% 0.25% 2.00% N/A 2.00%
Utilities 0.75% 1.00% 0.25% 2.00% N/A 2.00%
OTC 0.75% 0.95% 0.25% 1.95% N/A 1.95%
Bear 0.75% 0.95% 0.25% 1.95% N/A 1.95%
Bull Plus 0.75% 0.95% 0.25% 1.95% N/A 1.95%
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EXPENSE EXAMPLES
The Expense Examples shown below are being added with respect to the new Portfolios that are being offered as Sub-accounts under
your Annuity.
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Expense Examples
(amounts shown are rounded to the nearest dollar)
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If you surrender your Annuity at the end If you do not surrender your Annuity at
of the applicable time period, you would the end of the applicable time period
pay the following expenses on a $1,000 or begin taking annuity payments at
investment, assuming 5% annual return on such time, you would pay the following
assets: expenses on a $1,000 investment,
assuming 5% annual return on assets:
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After: After:
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Sub-Account: 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
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ProFund VP Biotechnology 110 167 221 375 35 107 181 375
ProFund VP Energy 110 167 221 375 35 107 181 375
ProFund VP Financial 110 167 221 375 35 107 181 375
ProFund VP Healthcare 110 167 221 375 35 107 181 375
ProFund VP Real Estate 110 167 221 375 35 107 181 375
ProFund VP Technology 110 167 221 375 35 107 181 375
ProFund VP Telecommunications 110 167 221 375 35 107 181 375
ProFund VP Utilities 110 167 221 375 35 107 181 375
ProFund VP OTC 110 166 219 371 35 106 179 371
ProFund VP Bear 110 166 219 371 35 106 179 371
ProFund VP Bull Plus 110 166 219 371 35 106 179 371
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The following is being added to the section entitled "Investment Options?"
INVESTMENT OPTIONS
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PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
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Sector funds generally diversify their investments across particular economic sectors or a single industry. However, because those
investments are limited to a comparatively narrow segment of the economy, the Portfolios are generally not as diversified as other
Portfolios. Sector funds tend to be more volatile than other types of funds. The value of fund shares may go up and down more rapidly
than other funds. Each sector of the economy may also have different regulatory or other risk factors that can cause greater fluctuations
in the share price. Please read the prospectus for the Portfolios for further details about the risks of the particular sector of the
economy. Each ProFund VP sector Portfolio will concentrate its investments in a particular industry or group of industries to
approximately the same extent the applicable Index is so concentrated.
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ProFund VP Biotechnology: seeks daily investment results that correspond to the performance
of the Dow Jones U.S. Biotechnology Index ("Index"). The Index measures the performance of
the biotechnology sector of the U.S. equity market. The Portfolio invests primarily in equity ProFund Advisors LLC
securities of, or in instruments that provide exposure to, biotechnology companies engaged in
genetic research, and/or the marketing and development of recombinant DNA products. Companies
represented in this sector may include companies that may be newly formed and that have
relatively small market capitalizations.
SECTOR
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ProFund VP Energy: seeks daily investment results that correspond to the performance of the
Dow Jones U.S. Energy Sector Index ("Index"). The Index measures the performance of the
energy sector of the U.S. equity market. The Portfolio invests primarily in equity securities ProFund Advisors LLC
of, or in instruments that provide exposure to, energy companies engaged in the business of
oil equipment and services, oil-major, oil-secondary and pipelines.
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ProFund VP Financial: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Financial Sector Index ("Index"). The Index measures the performance of
the financial economic sector of the U.S. equity market. The Portfolio invests primarily in
equity securities of, or in instruments that provide exposure to, financial services
companies, including regional banks, major international banks, insurance companies, companies ProFund Advisors LLC
that invest, directly or indirectly in real estate, Fannie Mae, credit card insurers, check
cashing companies, mortgage lenders, investment advisors, savings and loans, savings banks,
thrifts, building associations and societies, credit unions, securities broker-dealers,
including investment banks and merchant banks, online brokers, publicly traded stock exchanges
and specialty finance companies.
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ProFund VP Healthcare: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Healthcare Sector Index ("Index"). The Index measures the performance of
the healthcare sector of the U.S. equity market. The Portfolio invests primarily in equity
securities of, or in instruments that provide exposure to, health care providers, ProFund Advisors LLC
biotechnology companies and manufacturers of medical supplies, advanced medical devices and
pharmaceuticals.
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ProFund VP Real Estate: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Real Estate Index ("Index"). The Index measures the performance of the
real estate industry sector of the U.S. equity market. The Portfolio invests primarily in
equity securities of, or in instruments that provide exposure to, hotel and resort companies ProFund Advisors LLC
and real estate investment trusts (REITs) that invest in apartments, office and retail
properties. REITs are passive investment vehicles that invest primarily in income-producing
real estate or real estate related loans or interests.
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PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
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ProFund VP Technology: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Technology Sector Index ("Index"). The Index measures the performance of
the technology sector of the U.S. equity market. The Portfolio invests primarily in equity
securities of, or in instruments that provide exposure to, companies involved in the ProFund Advisors LLC
development and production of technology products, including computer hardware and software,
telecommunications equipment, microcomputer components, integrated computer circuits and
office equipment utilizing technology.
SECTOR
(Cont.)
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ProFund VP Telecommunications: seeks daily investment results that correspond to the
performance of the Dow Jones U.S. Telecommunications Sector Index ("Index"). The Index
measures the performance of the telecommunications sector of the U.S. equity market. The
Portfolio invests primarily in equity securities of, or in instruments that provide exposure ProFund Advisors LLC
to, telecommunications companies including fixed line communications and wireless
communications.
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ProFund VP Utilities: seeks daily investment results that correspond to the performance of
the Dow Jones U.S. Utilities Sector Index ("Index"). The Index measures the performance of
the utilities sector of the U.S. equity market. The Portfolio invests primarily in equity ProFund Advisors LLC
securities of, or in instruments that provide exposure to, utility companies, including
electric utilities, gas utilities and water utilities.
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The ProFund VP OTC, Bear and Bull Plus portfolios are available to all Owners. It is recommended that only those Owners who engage a
financial advisor to allocate their funds in strategic or tactical asset allocation strategies invest in these portfolios. There can be
no assurance that any financial advisor will successfully predict market fluctuations.
The Portfolios principally invest in futures contracts on the applicable index, options on futures contracts and financial instruments
such as equity caps, collars and floors, swaps, American Depository Receipts and options on the index. The Portfolios may also invest in
stocks that the Advisor believes should simulate the movement of the applicable index.
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ProFund VP OTC: seeks daily investment results that correspond to the performance of the
NASDAQ 100 Index(TM). The NASDAQ 100 Index(TM)is comprised primarily of large capitalization ProFund Advisors LLC
companies, most with a technology or growth orientation. If the Portfolio is successful in
meeting its objective, it should increase or decrease in value in direct proportion to any
increase or decrease in value of the NASDAQ 100 Index(TM).
STRATEGIC OR
TACTICAL
ALLOCA-TION
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ProFund VP Bear: seeks daily investment results that correspond to the inverse (opposite) of
the performance of the S&P 500(R)Index. The S&P 500(R)Index is comprised of diverse, widely
traded, large capitalization companies. If the Portfolio is successful in meeting its
objective, it should increase in value in direct proportion to any decrease in the level of ProFund Advisors LLC
the S&P 500(R)Index. Conversely, its value will decrease in direct proportion to any increase
in the level of the S&P 500(R)Index.
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ProFund VP Bull Plus: seeks daily investment results that correspond to one and a half times
(150%) the performance of the S&P(R)500 Index. The S&P 500(R)Index is comprised of diverse,
widely traded, large capitalization companies. If the Portfolio is successful in meeting its
objective, it should gain approximately one and a half times as much as the S&P 500(R)Index ProFund Advisors LLC
when the prices of the securities in the S&P 500(R)Index rise on a given day and should lose
approximately one and a half times as much when such prices decline on a given day.
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Dow Jones has no relationship to the ProFunds VP, other than the licensing of the Dow Jones sector indices and its service marks
for use in connection with the ProFunds VP. The ProFunds VP are not sponsored, endorsed, sold, or promoted by Standard & Poor's
or NASDAQ, and neither Standard & Poor's nor NASDAQ makes any representations regarding the advisability of investing in the
ProFunds VP.
II. AVAILABLE INVESTMENT OPTIONS
Owners of Annuity contracts issued on or after January 22, 2001 will only be allowed to allocate Account Value to the Sub-accounts
noted below. Owners of Annuity contracts issued before January 22, 2001 will be allowed to allocate Account Value to all
Sub-accounts included in the Prospectus, except those that have previously been closed.
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SUB-ACCOUNTS OFFERED SUB-ACCOUNTS NOT OFFERED
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All Portfolios of American Skandia Trust except: Montgomery Variable Series: Emerging Markets
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|X| AST Janus Overseas Growth
|X| AST Janus Small-Cap Growth
|X| AST Alger Growth
|X| AST Alger Mid-Cap Growth
|X| AST Kinetics Internet
|X| AST Scudder Japan
Wells Fargo Variable Trust: Equity Income and Equity Value
Rydex Variable Trust: Nova, Ursa and OTC
INVESCO Variable Investment Funds, Inc.: Technology, Health
Sciences, Financial Services, Telecommunications, and Dynamics
Evergreen Variable Annuity Trust: Global Leaders and Special
Equity
ProFunds VP: Europe 30, UltraSmall-Cap, UltraOTC, OTC, Bear,
Bull Plus, Biotechnology, Energy, Financial, Healthcare, Real
Estate, Technology, Telecommunications and Utilities.
First Defined Portfolio Fund LLC: First Trust(R)10 Uncommon Values
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III. RYDEX VARIABLE TRUST SUB-ACCOUNT CLOSING
Effective March 16, 2001, the Nova, Ursa and OTC portfolios of Rydex Variable Trust will no longer be offered as Sub-accounts
under the Annuity. Owners of Annuity contracts issued on or after March 16, 2001 will not be allowed to allocate Account Value to
the Rydex Nova, Rydex Ursa or Rydex OTC Sub-accounts. Except as noted below, Owners of Annuity contracts issued before March 16,
2001, and/or their authorized financial professionals, will no longer be able to allocate additional Account Value or make
transfers into the Rydex Nova, Rydex Ursa or Rydex OTC Sub-accounts. Contract Owners and/or their authorized financial
professionals who elect to transfer Account Value out of the Rydex Sub-accounts on or after March 16, 2001 will not be allowed to
transfer Account Value into the Rydex Sub-accounts at a later date. Bank drafting, dollar cost averaging, asset allocation and
rebalancing programs that were effective on or before March 16, 2001 and included one or more of the Rydex Sub-accounts will be
allowed to continue. However, no changes involving the Rydex Sub-accounts may be made to such programs.
American Skandia intends to file an application with the Securities and Exchange Commission to substitute the Rydex Nova, Rydex
Ursa and Rydex OTC Sub-accounts with corresponding portfolios of ProFunds VP. The proposed substitution will not affect your
rights or our obligations under the Annuity. Those Contract Owners effected by the proposed substitution will receive additional
information from American Skandia notifying them of their rights under the SEC Exemptive Order once received.
IV. NEW FIXED INVESTMENT OPTION GUARANTEE PERIODS
Effective January 22, 2001, American Skandia is offering new Fixed Allocations for use with certain optional investment programs.
These special purpose Fixed Allocations are subject to limitations and restrictions, as described below. We reserve the right to
terminate offering these special purpose Fixed Allocations at any time.
A. American Skandia offers Fixed Allocations with Guarantee Periods of 5 months or 11 months exclusively for use with a
Dollar Cost Averaging program ("DCA Fixed Allocations"). DCA Fixed Allocations are designed to automatically transfer
Account Value in either 6 or 12 payments under a Dollar Cost Averaging program. DCA Fixed Allocations may only be
established by Contract Owners with their initial Purchase Payment or additional Purchase Payments. Contract Owners may
not transfer existing Account Value to a DCA Fixed Allocation.
Account Value allocated to the DCA Fixed Allocation will be transferred to the Sub-accounts you choose under the Dollar Cost
Averaging program. Dollar Cost Averaging transfers will begin on the day following the date the DCA Fixed Allocation is
established and each month following until the entire principal amount plus earnings is transferred. NOTE: When a Dollar Cost
Averaging program is established from a Fixed Allocation, the fixed rate of interest we credit to your Account Value is applied to
a declining balance due to the transfers of Account Value to the Sub-accounts during the Guarantee Period. This will reduce the
effective rate of return on the DCA Fixed Allocation over the Guarantee Period. Please refer to the section entitled "Do You
Offer Dollar Cost Averaging" for additional information about establishing a dollar cost averaging program.
Transfers from Fixed Allocations as part of a Dollar Cost Averaging program are not subject to a Market Value Adjustment. If you
terminate the Dollar Cost Averaging program before the entire principal amount plus earnings has been transferred to the
Sub-account(s), you must transfer all remaining Account Value to any other investment option. Unless you provide alternate
instructions at the time you terminate the Dollar Cost Averaging program, Account Value will be transferred to the AST Money
Market Sub-account. A Market Value Adjustment will apply if you terminate the Dollar Cost Averaging program before the entire
principal amount plus earnings has been transferred to the Sub-account(s).
B. American Skandia offers Fixed Allocations with Guarantee Periods of 3 months or 6 months exclusively for use as a
short-term Fixed Allocation ("Short-term Fixed Allocations"). Short-term Fixed Allocations may only be established by
Contract Owners with their initial Purchase Payment or additional Purchase Payments. Contract Owners may not transfer
existing Account Value to a Short-term Fixed Allocation.
On the Maturity Date of the Short-term Fixed Allocation, the Account Value will be transferred to the Sub-account(s) you choose at
the inception of the program. If no instructions are provided, such Account Value will be transferred to the AST Money Market
Sub-account. Short-term Fixed Allocations may not be renewed on the Maturity Date. If you surrender the Annuity or transfer any
Account Value from the Short-term Fixed Allocation to any other investment option before the end of the Guarantee Period, a Market
Value Adjustment will apply.
MARKET VALUE ADJUSTMENT
For purposes of the DCA Fixed Allocations and Short-term Fixed Allocations, the Market Value Adjustment formula is modified as
follows: The definition of "J" within the MVA formula will be equal to the fixed rate of interest for new DCA Fixed Allocations
of the applicable 5 or 11 month Guarantee Period or new Short-term Fixed Allocations of the applicable 3 or 6 month Guarantee
Period. If American Skandia no longer offers DCA Fixed Allocations or Short-term Fixed Allocations on the date that a Market
Value Adjustment is being calculated, the definition of "J" within the MVA formula will be equal to the fixed rate of interest for
the applicable Fixed Allocations on the date that the Fixed Allocation program was terminated. Please refer to the section
entitled "How does the Market Value Adjustment Work?" for a description of the MVA formula.
V. SPOUSAL ASSUMPTION
The following paragraph is being added to the "Death Benefit" section of your Annuity.
Spousal Beneficiary - Assumption of Annuity
You may name your spouse as your Beneficiary. If you and your spouse own the Annuity jointly, we assume that the sole primary
Beneficiary will be the surviving spouse unless you elect an alternative Beneficiary designation. Unless you elect an alternative
Beneficiary designation, the spouse Beneficiary may elect to assume ownership of the Annuity instead of taking the Death Benefit
payment. Any Death Benefit (including any optional Death Benefits) that would have been payable to the Beneficiary will become
the new Account Value as of the date we receive due proof of death and any required proof of a spousal relationship. As of the
date the assumption is effective, the surviving spouse will have all the rights and benefits that would be available under the
Annuity to a new purchaser of the same attained age. For purposes of determining any future Death Benefit for the surviving
spouse, the new Account Value will be considered as the initial Purchase Payment. No CDSC will apply to the new Account Value.
However, any additional Purchase Payments applied after the date the assumption is effective will be subject to all provisions of
the Annuity.
VI. OPTIONAL DEATH BENEFIT
The optional 7.2% Guaranteed Minimum Death Benefit (Option 2) was offered, in those states where approved, between May 15, 1999
and January 22, 2001. As of January 22, 2001, this optional Death Benefit is no longer being offered to new purchasers of the
Annuity. If purchased, this optional Death Benefit will apply for Contract Owners who purchased it during that period.
1
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, Incorporated, ("ASM, Inc."), 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, Inc. are covered under a directors and officers liability insurance policy issued by
an unaffiliated insurance company and an insurance policy issued to Skandia Insurance Company Ltd., their ultimate parent. Such
policy will reimburse ASLAC or ASM, Inc., 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, Inc., 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 J.P. Morgan Investment Management Inc. incorporated by reference to Post-Effective
Amendment No. 1 Registration Statement No. 333-00941, filed via EDGAR February 25, 1997.
(b) Agreement with Fleet Investment Advisors Inc., incorporated by reference to Post-Effective Amendment No.
1 Registration Statement No. 333-00941, filed via EDGAR February 25, 1997.
11 - 22 Not applicable
23a Consent of Ernst & Young LLP FILED HEREWITH
23b Opinion & Consent of Counsel filed via EDGAR with Post-Effective Amendment No. 4 to this Registration Statement No.
333-26695, filed April 26, 2000.
24 Power of Attorney
Directors Abram, Boronow, Campbell, Chan, Collins, Dokken, Kennedy, Mazzaferro, Moberg, Thwaites, Tracy,
Ullman and Winson filed with Post-Effective Amendment No. 1 to Registration Statement No. 333-53596.
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 General 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 23a Consent of Ernst & Young LLP
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 18th day of January, 2001.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Registrant
By:/s/ Kathleen A. Chapman Attest:/s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson
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
--------- ----- ----
(Principal Executive Officer)
Wade A. Dokken* President and Chief Executive Officer, January 18, 2001
--------------- -----------------
Wade A. Dokken Chairman of the Board and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Thomas M. Mazzaferro Executive Vice President and January 18, 2001
-----------------
Thomas M. Mazzaferro Chief Financial Officer
/s/ David R. Monroe Senior Vice President, Treasurer January 18, 2001
-----------------
David R. Monroe and Corporate Controller
(Board of Directors)
Patricia Abram*** Gordon C. Boronow* Malcolm M. Campbell*
----------------- ------------------ --------------------
Patricia Abram Gordon C. Boronow Malcolm M. Campbell
Wade A. Dokken* Y.K. Chan*** Lincoln R. Collins*
--------------- ------------ -------------------
Wade A. Dokken Y.K. Chan Lincoln R. Collins
Ian Kennedy*** Thomas M. Mazzaferro* Gunnar Moberg*
-------------- --------------------- --------------
Ian Kennedy Thomas M. Mazzaferro Gunnar Moberg
Christian Thwaites*** Bayard F. Tracy* Deborah G. Ullman***
--------------------- ---------------- --------------------
Christian Thwaites Bayard F. Tracy Deborah G. Ullman
Brett M. Winson**
-----------------
Brett M. Winson
*/**/***By: /s/ Kathleen A. Chapman
Kathleen A. Chapman
*Pursuant to Powers of Attorney previously filed with Initial Registration Statement No. 333-25733
**Pursuant to Power of Attorney filed with Post-Effective Amendment No. 4 to Registration Statement No. 333-25733
***Pursuant to Powers of Attorney filed with Post-Effective Amendment No. 11 to Registration Statement No. 33-87010
