0000881453-17-000179.txt : 20180412 0000881453-17-000179.hdr.sgml : 20180412 20170929140958 ACCESSION NUMBER: 0000881453-17-000179 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 16 REFERENCES 429: 333-198420 FILED AS OF DATE: 20170929 DATE AS OF CHANGE: 20171003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL ANNUITIES LIFE ASSURANCE CORP/CT CENTRAL INDEX KEY: 0000881453 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 061241288 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-220115 FILM NUMBER: 171110893 BUSINESS ADDRESS: STREET 1: ONE CORPORATE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039261888 MAIL ADDRESS: STREET 1: ONE CORPORATE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SKANDIA LIFE ASSURANCE CORP/CT DATE OF NAME CHANGE: 19920929 S-3/A 1 palacs3gma333220combo.htm S-3 PALAC S-3 GMA 333-220115 Combined Document

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2017
REGISTRATION NO. 333-220115           
 
  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 

Pre-Effective Amendment No.1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933  

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
(Exact Name of Registrant as Specified in its Charter) 

ARIZONA
(State or other jurisdiction of incorporation or organization)
06-1241288
(I.R.S. Employer Identification Number)
C/O PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
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) 

J. MICHAEL LOW, ESQ.
c/o KUTAK ROCK LLP
8601 North Scottsdale Road, Suite 300
Scottsdale, Arizona 85253-2738
(480) 429-4874
(Name, address, including zip code, and telephone number, including area code, of agent for service)  
 

COPIES TO:
MICHAEL A. PIGNATELLA
VICE PRESIDENT
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
ONE CORPORATE DRIVE
SHELTON, CONNECTICUT 06484
(203) 402-3814
 




Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of Registration Statement.

EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, File No. 333-220115, includes facing pages and Part II, including exhibits. This Pre-Effective Amendment No. 1 incorporates by reference the supplements and prospectuses contained in the Form S-3 filed on August 22, 2017.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   ¨
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
 
 
 
 
 
 
 
Large accelerated filer
 
¨
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
x
 

Smaller reporting company
 
¨
 
 
 
 
 
 
 
Emerging growth company
 
¨
 
 
 
 
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
_______________________________
CALCULATION OF REGISTRATION FEE
 
 
 
 
 
 
 
 
 
 
 
Title of each class of
securities to be registered
 
Amount
to be
registered
 
Proposed
maximum
offering price
per unit(1)
 
Proposed
maximum
aggregate
offering price
 
Amount of
registration fee
Market Value Adjusted Annuity Contracts
 
$148,418,713
 
$1.00
 
$0
 
$0
 
 
 



(1)
Interests in the market value adjustment account are sold on a dollar basis, not on the basis of a price per share or unit.

This filing is being made under the Securities Act of 1933 to register $148,418,713 of interests in market value adjusted annuity contracts.  The interests being registered herein are carried over, as unsold securities, from an existing Form S-3 registration statement of the same issuer (333-198420) filed on August 27, 2014.  Because a filing fee of $19,116 previously was paid with respect to those securities, there is no filing fee under this registration statement.  In accordance with Rule 415 (a)(6), the offering of securities on the earlier registration statement will be deemed terminated as of the effective date of this registration statement.
This Registration Statement contains a combined prospectus under Rule 429 under the Securities Act of 1933 which relates to the Form S-3 registration statement (File No. 333-198420), initially filed August 27, 2014, by Prudential Annuities Life Assurance Corporation. Upon effectiveness, this Registration Statement, which is a new Registration Statement, will also act as a post-effective amendment to such earlier Registration Statement.
Audited financial statements for variable annuity separate accounts registered under the Investment Company Act of 1940 are not included in this Form S-3 registration statement. Prudential Annuities Life Assurance Corporation incorporates by reference its annual report for the year ending 12/31/16 on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of Exchange Act and all documents subsequently filed by Prudential Annuities Life Assurance Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
Risk Factors are discussed in the sections of the prospectus included in Part 1 of this Form concerning the Market Value Adjustment option.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of each prospectus included in this registration statement. Any representation to the contrary is a criminal offense.
The principal underwriter for these securities, Prudential Annuities Distributors, Inc. is not required to sell any specific number or dollar amount of securities, but will use its best efforts to sell the securities offered. The offering under this registration statement will conclude three years from the effective date of this registration statement, unless terminated earlier by the Registrant. See each prospectus included in Part 1 hereof for the date of the prospectus.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission may determine.
 

GMA


 

 
===============================================================================

PART II
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
REGISTRATION FEES

There is no filing fee due under this registration statement, because the units registered herein are carried over from a predecessor registration statement.
 
FEDERAL TAXES

The company estimates the federal tax effect associated with the deferred acquisition costs attributable to each $1,000,000 of annual purchase payments to be approximately $2,500.
 
STATE TAXES

Currently, some states charge up to 3.5% of premium taxes or similar taxes on annuities. The company estimates that  premium taxes in the amount of $35,000  would be owed if 3.5% premium tax was owed on $1,000,000, of purchase payments. To the extent sales are limited to New York, there would be no premium taxes as New York does not currently have a premium tax.
 
PRINTING COSTS

Prudential Annuities Life Assurance Corporation estimated that the printing cost will be subsumed in the printing costs for the companion variable annuities.
 
LEGAL COSTS

This registration statement was prepared by Prudential attorneys whose time is allocated to Prudential Annuities Life Assurance Corporation.
 
ACCOUNTING COSTS

The independent registered public accounting firm that audits the company's financial statements charges approximately $10,000 in connection with each set of S-3 registration statements filed by the company with the Commission on a given date. The fee is allocated among the filings.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
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 ("Prudential Annuities"), 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 Prudential Annuities' 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 16. EXHIBITS
 
(a) Exhibits
 
(1)(a) Underwriting Agreement between Prudential Annuities Distributors, Inc. and Prudential Annuities Life Assurance Corporation. (Note 1)

(1)(b) First Amendment to Underwriting Agreement. (Note 1)
 
(4) Instruments defining the rights of security holders, including indentures incorporated by reference to Registration Statements. (Note 1)
 
(5) Opinion of Counsel as to legality of the securities being registered. (Note 1)
 
(23) Written consent of Independent Registered Public Accounting Firm (Note 1)
 
(24)(a) Power of Attorney for John Chieffo. (Note 1) 
 
(24)(b) Power of Attorney for Lori D. Fouché. (Note 1)

(24)(c) Power of Attorney for Richard F. Lambert. (Note 1)

(24)(d) Power of Attorney for Kenneth Y. Tanji. (Note 1)

(24)(e) Power of Attorney for Arthur W. Wallace (Note 1)
 
(Note 1) Filed herewith.
 

ITEM 17. UNDERTAKINGS
 
The undersigned registrant hereby undertakes:

(1) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2) 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.

(3) That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;




(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5)  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.

(6)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, 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.
 
 
 
 
 

 
 




 



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-3 and has duly caused this Pre-Effective Amendment No.1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on the 29th day of September, 2017.
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
(Registrant) 
By:
 
/s/ Lori D. Fouché*
 
 
President and Chief Executive Officer
 
 
 
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
DATE

/s/ Lori D. Fouché*

Director, President and Chief Executive Officer

September 29, 2017
Lori D. Fouché*

 
 
John Chieffo*
Chief Financial Officer, Executive Vice President and Director (Principal Accounting Officer)
September 29, 2017
John Chieffo

 
 
Richard F. Lambert*
Director
September 29, 2017
Richard F. Lambert

 
 
Kenneth Y Tanji*
Director
September 29, 2017
Kenneth Y. Tanji

 
 
Arthur W. Wallace*
Director
September 29, 2017
Arthur W. Wallace

 
 


By:
 
/s/ Douglas E. Scully
 
 
Douglas E. Scully
 
*
Executed by Douglas E. Scully on behalf of those indicated pursuant to Power of Attorney.














EXHIBIT INDEX
 
 
Underwriting Agreement
 
 
 
First Amendment to Underwriting Agreement
 
 
 
Instruments defining rights of security holders
 
 
 
Opinion of Counsel as to legality of the securities being registered.
 
 
 
Written Consent of Independent Registered Public Accounting Firm.
 
 
 
Power of Attorney for John Chieffo
 
 
 
Power of Attorney for Lori D. Fouché
 
 
 
Power of Attorney for Richard F. Lambert
 
 
 
Power of Attorney for Kenneth Y. Tanji
 
 
 
Power of Attorney for Arthur W. Wallace


 
EX-1.A 2 principaluagma.htm EXHIBIT 1.A Exhibit

PRINCIPAL UNDERWRITER AGREEMENT
AGREEMENT dated September 18/th/, 2003 by and between American Skandia Life Assurance Corporation ("American Skandia"), a Connecticut corporation, on its own behalf and on behalf of American Skandia Life Assurance Corporation Variable Account B ("Variable Account B") and American Skandia Marketing, Incorporated ("ASM, Inc."), a Delaware corporation.
WITNESSETH:
WHEREAS, Variable Account B is an account established and maintained by American Skandia pursuant to the laws of the State of Connecticut to support variable annuities issued by American Skandia (the "Annuities"), under which income, gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the Annuities, credited to or charged against such account without regard to other income, gains, or losses of American Skandia; and
WHEREAS, American Skandia, as depositor, has registered, on behalf of Variable Account B, as registrant, the Annuities under the Securities Act of 1933 (the "Securities Act"), and has registered such account as a unit investment trust under the provisions of the Investment Company Act of 1940 (the "Investment Company Act"), to issue and sell the Annuities to the public through ASM, Inc. acting as principal underwriter; and
WHEREAS, ASM, Inc. is registered as a broker-dealer under the Securities Exchange Act of 1934 (the "Securities Exchange Act") and is a member of the National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the parties have previously executed a Distribution and Sales Agreement and now wish to supersede that agreement; and
NOW, THEREFORE, in consideration of the mutual undertakings between the parties and the commissions paid to ASM, Inc., American Skandia and ASM, Inc. hereby agree as follows:
1. Principal Underwriter. American Skandia grants to ASM, Inc. the exclusive right, during the term of this Agreement, subject to the registration requirements of the Securities Act and the Investment Company Act and the provisions of the Securities Exchange Act, to be the distributor and principal underwriter of the Annuities. ASM, Inc. is responsible for compliance with the foregoing laws, and the rules and regulations thereunder, and all other securities laws, rules and regulations relating to the underwriting of sales and distributions. American Skandia will pay ASM, Inc. commissions for acting as principal underwriter, and ASM, Inc. will remit all of such commissions to the broker-dealers that sell the Annuities pursuant to the Sales Agreements described in paragraph 2 below.
2. Sales Agreements. ASM, Inc. is authorized to enter into written agreements, on such terms and conditions as ASM, Inc. may determine not inconsistent with this Agreement, with organizations which agree to participate in the distribution of the Annuities and to use their best efforts to solicit applications for Annuities. Such organizations and their agents or representatives soliciting applications for the Annuities shall be duly and appropriately licensed, registered or otherwise qualified for the sale of such Annuities (and the riders and other contracts offered in connection therewith) under the insurance laws and any applicable blue-sky laws of each state or other jurisdiction in which such Annuities, riders and contracts may be lawfully sold and in which American Skandia is licensed to sell such Annuities, riders and other contracts. Unless an organization is exempt from registration as a broker/dealer for the sale of



Principal Underwriting Agreement
Variable Account B
Page 2 of 4
certain securities, including registered insurance products, each organization shall be registered both as a broker/dealer under the Securities Exchange Act and a member of the NASD, or if not so registered or not such a member, then the agents and representatives of such organization soliciting applications for contracts shall be agents and registered representatives of a registered broker/dealer and NASD member which is the parent of such organization and which maintains full responsibility for the training, supervision, and control of the agents or representatives selling the Annuities. ASM, Inc. shall have the responsibility for supervision of all such organizations only to the extent required by law.
3. Life Insurance Agents. ASM, Inc. is authorized to appoint the organizations described in paragraph 2 above as independent general agents of American Skandia for the sale of the Annuities and any riders or contracts in connection therewith.
4. Suitability. ASM, Inc. shall oversee generally the process under which distributors engaged by it make suitability determinations, recognizing that each distributor, as the entity interacting principally with the customer, bears ultimate responsibility for assessing suitability.
5. Promotional Materials, Prospectuses. ASM, Inc. shall have the responsibility for consulting with American Skandia with respect to the design and the drafting, legal review and filing of sales promotion materials, and, if permitted by law, for the preparation of individual sales proposals related to the sale of the Annuities. ASM, Inc. shall file with the NASD all sales literature and advertising.
6. Records. ASM, Inc. shall maintain and preserve for the periods prescribed by law such accounts, books and other documents as are required of it by applicable laws and regulations. Such books, accounts and records shall be maintained so as to clearly and accurately disclose the nature and details of the transactions.
7. Independent Contractor. ASM, Inc. shall act as an independent contractor and nothing herein contained shall constitute ASM, Inc. or its agents or employees as employees of American Skandia in connection with the sale of the Annuities.
8. Non-Exclusivity. This agreement is non-exclusive with respect to ASM, Inc. ASM, Inc. may render services, whether of like or unlike kind to those described herein, to or for others, and whether as underwriter, distributor, or dealer.
9. (a.) Investigations and Proceedings. ASM, Inc. and American Skandia agree to cooperate fully in any insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Annuities distributed under this Agreement. ASM, Inc. and American Skandia further agree to cooperate with each other in any securities regulatory investigation or proceeding or judicial proceeding with respect to American Skandia, ASM, Inc., their affiliates and their agents or representatives to the extent that such investigation or proceeding is in connection with Annuities distributed under this Agreement. Without limiting the foregoing:
(i) ASM, Inc. will be notified promptly of any customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by American Skandia with respect to ASM, Inc.



Principal Underwriting Agreement
Variable Account B
Page 3 of 4
(ii) ASM, Inc. will promptly notify American Skandia of any customer complaint or notice of any regulatory investigation or proceeding received by ASM, Inc. or its affiliates with respect to ASM, Inc. or any agent or representative in connection with any Annuities distributed under this Agreement or any activity in connection with any such Annuities.
(b.) In the case of a material customer complaint against both American Skandia and ASM, Inc., ASM, Inc. and American Skandia will cooperate in investigating such complaint and any response to such complaint will be sent to the other party to this Agreement for approval not less than five (5) business days prior to it being sent to the customer or regulatory authority, except that if a more prompt response is required, the proposed response may be communicated by telephone or facsimile.
10. Limitations on Liability. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder on the part of ASM, Inc., ASM, Inc. shall not be subject to liability to Variable Account B or American Skandia for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any such Annuity or security.
11. Assignment and Termination. This Agreement may not be assigned nor duties hereunder delegated without the signed written consent of the other party. This Agreement shall terminate automatically if it shall be assigned without such approval. This Agreement may be terminated at any time by either party hereto on 60 days' written notice to the other party hereto, without the payment of any penalty. Upon termination of this Agreement all authorizations, rights and obligations shall cease except (i) the obligation to settle accounts hereunder, including commissions on premiums subsequently received for Annuities in effect at the time of termination and (ii) the agreements contained in paragraphs 9 and 10 hereof.
12. Regulation. This Agreement shall be subject to the provisions of the Securities Act, the Investment Company Act and the Securities Exchange Act and the rules, regulations and rulings thereunder, and of the NASD, from time to time in effect, including such exemptions from the Investment Company Act as the Securities and Exchange Commission may grant, and the terms hereof shall be interpreted and construed in accordance therewith. Without limiting the generality of the foregoing, the term "assigned" shall not include any transaction exempted from section 15(b) (2) of the Investment Company Act. ASM, Inc. shall submit to all regulatory and administrative bodies having jurisdiction over the operations of American Skandia or Variable Account B, present or future, any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations.
13. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
14. Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Connecticut.
15. Complete Agreement. This Agreement contains the entire agreement between the parties with respect to the underwriting and distribution of Annuities issued through Variable Account B, and supersedes any prior agreements or understandings with respect to the subject matter thereof, including, but not limited to, the Distribution and Sales Agreement previously executed by the parties, and may not be altered or amended except by an agreement in writing, signed by both parties.



Principal Underwriting Agreement
Variable Account B
Page 4 of 4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION

By: /s/ Robert Arena
-----------------------------
Robert Arena

Attest:

/s/ Kathleen A. Chapman
-------------------------
Secretary (Assistant)

AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION as Depositor to
American
Skandia Life Assurance
Corporation Variable
Account B

By: /s/ Robert Arena
-----------------------------
Robert Arena

Attest:

/s/ Kathleen A. Chapman
-------------------------
Secretary (Assistant)
AMERICAN SKANDIA MARKETING,
INCORPORATED

By: /s/ Lincoln R. Collins
-----------------------------
Lincoln R. Collins

Attest:

/s/ Kathleen A. Chapman
-------------------------
Secretary (Assistant)


EX-1.B 3 firstamendmentpuagma.htm EXHIBIT 1.B Exhibit


FIRST AMENDMENT TO THE
PRINCIPAL UNDERWRITER AGREEMENT
 
AGREEMENT dated as of October 1, 2010 by and between Prudential Annuities Life Assurance Company (“Company”), a Connecticut corporation, on its own behalf and on behalf of Prudential Annuities Life Assurance Company Variable Account B (“Variable Account B”) and PRUDENTIAL ANNUITIES DISTRIBUTORS, INC. (“Distributor”), a Connecticut corporation.
 
WITNESSETH
 
WHEREAS, the parties have previously executed a Principal Underwriting Agreement dated September 18 th , 2003 now wish to amend that agreement to provide for a reimbursement of allocated expenses by COMPANY to PAD;
 
NOW, THEREFORE, in consideration of the mutual undertakings between the parties and the commissions paid to DISTRIBUTOR, COMPANY and DISTRIBUTOR hereby agree as follows:
 
Paragraph 1 of the Agreement is amended to delete the entire paragraph and replace it with the following provision: 
1.
 Principal Underwriter.  COMPANY grants to DISTRIBUTOR the exclusive right, during the term of this
Agreement, subject to the registration requirements of the Securities Act and the Investment Company Act
and the provisions of the Securities Exchange Act, to be the distributor and principal underwriter of the
Annuities.  DISTRIBUTOR is responsible for compliance with the foregoing laws, and the rules and
regulations thereunder, and all other securities laws, rules and regulations thereunder, and all other securities
laws, rules and regulations relating to the underwriting of sales and distributions.  COMPANY will pay
DISTRIBUTOR commissions for acting as principal underwriter, and DISTRIBUTOR will remit all of
such commissions to the broker-dealers that sell the Annuities pursuant to the Sales Agreements
described in paragraph 2 below.  COMPANY shall reimburse DISTRIBUTOR for the costs and expenses
incurred by DISTRIBUTOR in furnishing or obtaining the services, materials and supplies required by the
terms of the Agreement.
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
 
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
 
By:   /s/George M. Gannon
 
Print Name:    George M. Gannon
 
Title:   Sr. Vice President


PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
 
as Depositor to
Prudential Annuities Life Assurance
Corporation Variable Account B
 
By:   /s/George M. Gannon
 
Print Name:    George M. Gannon
 
Title:   Sr. Vice President


 PRUDENTIAL ANNUITIES DISTRIBUTORS, INC.
 
By:   /s/George M. Gannon
 
Print Name:    George M. Gannon

 Title:   President


EX-4 4 palaccontractgma198420.htm EXHIBIT 4 Exhibit

AMERICAN SKANDA LIFE ASSURANCE CORPORATION
A Stock Company
This Certificate is a summary of the provisions of a group annuity contract. The contract owner and contract number are as shown in the Schedule made part of this Certificate.
Signed for American Skandia Life Assurance Corporation:
M. Patricia Paez Gordon Boronow
Secretary President
GROUP DEFERRED ANNUITY CERTIFICATE
NON-PARTICIPATING




TABLE OF CONTENTS

DEFINITIONS....................................................................5
MULTIPLE CERTIFICATES..........................................................7
YOUR RIGHTS AND DESIGNATION OF BENEFICIARY.....................................7
ACCUMULATION PERIOD............................................................8
SURRENDERS....................................................................10
DEATH BENEFITS................................................................12
GENERAL PROVISIONS............................................................14
SETTLEMENT PROVISIONS.........................................................16
ANNUITY TABLES................................................................19

Your enrollment form as well as any riders and endorsements are attached.





SCHEDULE

PARTICIPANT: [JOHN DOE] CERTIFICATE NUMBER: [001-00001]
ANNUITANT: [JOHN DOE] ANNUITY DATE: [MAY 01, 2019]
ANNUITANT'S DATE OF BIRTH: (APRIL 01,1934)
ANNUITANT'S SEX: (MALE]

CERTIFICATE DATE: [MAY 01, 1989]
PREMIUM: [$5,000]
NET PREMIUM: ($20,000]
INITIAL GUARANTEE PERIOD: [05] YEAR[S]
NITIAL GUARANTEE RATE: [8.5%]
MINIMUM INTERIM VALUE: [$2,000]
CONTRACT OWNER: [XYZ Trust] CONTRACT NUMBER: [001]
SURRENDER CHARGE:
CERTIFICATE YEAR
  PERCENTAGE OF PREMIUM LIQUIDATED
 
 
1
6%
2
6%
3
6%
4
6%
5
6%
6
6%
  THEREAFTER
0%
OFFICE: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
TOWER ONE CORPORATE DRIVE
P.O. BOX 883
SHELTON. CONNECTICUT 06484




SCHEDULE (CONTINUED)
INTEREST RATE MINIMUM
INTEREST RATES ARE DETERMINED BY US. HOWEVER, RATES ARE SUBJECT TO A MINIMUM. THE MINIMUM FOR EACH GUARANTEE PERIOD IS BASED ON BOTH AN INDEX AND A REDUCTION TO THE INTEREST RATE DETERMINED ACCORDING TO THE INDEX.
EACH INDEX IS BASED ON THE PUBLISHED RATE FOR CERTIFICATES OF INDEBTEDNESS (BILLS, NOTES, OR BONDS, DEPENDING ON THE TERM OF INDEBTEDNESS) OF THE UNITED STATES TREASURY AT THE MOST RECENT TREASURY AUCTION HELD AT LEAST 30 DAYS PRIOR TO THE BEGINNING OF THE GUARANTEE PERIOD TO WHICH THE MINIMUM RATE IS TO APPLY. THE TERM (LENGTH OF TIME FROM ISSUANCE TO MATURITY) OF THE CERTIFICATES OF INDEBTEDNESS UPON WHICH THE INDEX IS BASED FOR ANY GUARANTEE PERIOD IS THE SAME AS THE GUARANTEE PERIOD. IF NO CERTIFICATES OF INDEBTEDNESS ARE AVAILABLE FOR SUCH TERM. THE NEXT SHORTEST TERM IS USED. IF THE UNITED STATES TREASURY'S AUCTION PROGRAM IS DISCONTINUED, WE WILL SUBSTITUTE INDEXES WHICH IN OUR OPINION ARE COMPARABLE. IF REQUIRED, IMPLEMENTATION OF SUCH SUBSTITUTE INDEXES WILL BE SUBJECT TO APPROVAL BY THE SECURITIES AND EXCHANGE COMMISSION AND THE INSURANCE DEPARTMENT OF THE JURISDICTION IN WHICH THIS CONTRACT IS DELIVERED.
THE REDUCTION USED IN DETERMINING THE MINIMUM IS 2.00 PERCENT OF INTEREST.
IN NO EVENT WILL THE MINIMUM BE LESS THAN ZERO.




DEFINITIONS
Annuitant: The person upon whose life this Certificate was issued.
Annuity Date: The date on which annuity payments are to commence.
Beneficiary(ies): The person or persons named by you, either as of the Certificate Date or at a later date, as the recipient of the death benefit.
Certificate: A summary of your rights and benefits under the contract shown in the Schedule. Issuance of such a summary evidences that your premium has been paid. It also represents an account we set up and maintain to track our obligations to you.
Certificate Date: The effective date of your participation under the contract shown in the Schedule in relation to the rights and benefits evidenced by this Certificate.
Certificate Years: Continuous 12 month periods commencing on the Certificate Date.
Contingent Annuitant: The person designated by you to become the Annuitant on the Annuitant's death prior to the Annuity Date.
Current Rate: The applicable interest rate we offer for an initial Guarantee Period. Current Rates are contained in a schedule of rates established by us from time to time for the Guarantee Periods then being offered.
Gross Surrender Value: As of any date, that portion of the Interim Value you specify for a full or partial surrender.
Guarantee Period: The period during which the rate at which interest is credited to your Certificate is guaranteed.
In Writing: In a written form satisfactory to us and filed at the Office.
Initial Guarantee Rate: The rate of interest credited during the initial Guarantee Period for a Certificate.
Interim Value: As of any date, the Net Premium credited to a Certificate plus all interest credited on such Net Premium, less the sum of the Gross Surrender Values and interest thereon from the date of each surrender, plus or minus any market value adjustment made when choosing an alternate Guarantee Period and interest thereon from the date the new Guarantee Period begins.
Net Premium: A premium less any applicable premium tax deducted upon receipt of a premium.
Net Surrender Value: The amount payable on a full or partial surrender after the application of any charges and market value adjustment.
Office: The location shown in the Schedule where all requests regarding transactions affecting this certificate are to be sent.
Subsequent Guarantee Rate: The rate of interest established by us for crediting to your Certificate during a subsequent Guarantee Period.
Surrender Date: The date we receive a completed request In Writing for a surrender.
we, us, our: American Skandia Life Assurance Corporation.
you, your: The participant shown in the Schedule.




MULTIPLE CERTIFICATES
If you chose to allocate your premium to more than one Guarantee Period, we issue multiple Certificates to you. The amount credited to this Certificate is shown in the Schedule.
Additional premium may not be added to your Certificate. Submission of additional premium would be evidenced by issuance of one or more additional Certificates.
If multiple Certificates have been issued to you and we receive any request from you such as a partial surrender request or a request to change the Beneficiary, we respond to the request only in relation to those Certificates indicated in the request. We do not change any designation under any Certificate or take any action in relation to a Certificate unless we receive instructions in relation to a specified Certificate.
Unless otherwise indicated, all rights and privileges provided under the contract are in relation to each Certificate separately.
YOUR RIGHTS AND DESIGNATION OF BENEFICIARY
You may exercise the rights, options and privileges granted participants by the contract shown in the Schedule or permitted by us. Your rights are subject to the rights of any assignee recorded by us and of any irrevocably designated Beneficiary.
The primary and contingent Beneficiaries were first named in your enrollment form. You may change any revocable Beneficiary during the Annuitant's lifetime by sending a request In Writing. The change takes effect on the date you sign the request, but does not apply to any payments we make before we receive the request.
Death benefits are payable to the Beneficiary. You may designate more than one primary or contingent Beneficiary. If you make such a designation, the proceeds are payable in equal shares to the survivors in the appropriate Beneficiary class, unless you request otherwise In Writing.
If the primary Beneficiary dies before death proceeds become payable, the proceeds are payable to the contingent Beneficiary. If no Beneficiary is alive when the death proceeds become payable or in the absence of any Beneficiary designation, the proceeds vest in you or your estate.
Common Disaster
If any Beneficiary dies with you or the Annuitant in a common disaster, it must be proved to our satisfaction that you or the Annuitant died first. Unless provided otherwise, the proceeds are payable as if such Beneficiary died first. If you and the Annuitant die in a common disaster, it must be proved to our satisfaction that the Annuitant died before you. Unless provided otherwise, the proceeds are payable as if you died before the Annuitant. If the Annuitant and the Contingent Annuitant die in a common disaster, it must be proved to our satisfaction that the Annuitant died first. Unless provided otherwise, the proceeds are payable as if the Contingent Annuitant died before the Annuitant.
Contingent Annuitant
You may designate a Contingent Annuitant if you are not the Annuitant. You may designate or change the Contingent Annuitant prior to the Annuity Date. The request must be In Writing. The designation or change takes effect on the date you sign the request, but does not apply to any payments we make before we receive the request. The Contingent Annuitant designation expires on the Annuity Date.
Change of Annuitant
You may change the Annuitant prior to the Annuity Date. The existing Annuitant and new Annuitant must be alive on the effective date of the change. The request must be In Writing. The change takes effect on the date you sign the request, but does not apply to any payments we make before we receive the request. The new Annuitant must meet our then current requirements for minimum and maximum ages.
ACCUMULATION PERIOD
Premiums
Issuance of a Certificate represents our acceptance of a premium payment and enrollment of a participant. The amount of Net Premium evidenced by this Certificate is shown in the Schedule. The value of your Certificate is determined in accordance with the terms of the contract shown in the Schedule.



Initial Guarantee Periods
The initial Guarantee Period applicable to your Certificate is shown in the Schedule. We may offer different Guarantee Periods from time to time.
Subsequent Guarantee Periods
At the end of any Guarantee Period, a subsequent Guarantee Period commences. We may make available different Guarantee Periods upon renewal than those which were available when your certificate was issued. Each subsequent Guarantee Period for your Certificate lasts the same duration as the prior Guarantee Period or the next shortest one if that duration is no longer available unless we receive from you at our Office instructions In Writing at least two business days prior to the close of the Guarantee Period then ending. In no event may a subsequent Guarantee Period extend beyond the Annuity Date then in effect for your Certificate.
Alternate Guarantee Periods
You may choose an alternate Guarantee Period before your current Guarantee Period ends, subject to the following rules:
1. We must receive your request In Writing at our Office.
2. The beginning of the new Guarantee Period is the first business day after the date we receive all the information we need to process your request.
3. The Guarantee Period you choose must be one we are making available on the date the new Guarantee Period is to begin.
4. Your Annuity Date must be the first day of the month on or after an anniversary of the date on which the new Guarantee Period begins. If necessary to meet this requirement, you must choose a new Annuity Date before we will process your request.
5. The new Guarantee Period may not extend beyond the Annuity Date.
6. We will process only one such request per Certificate per Certificate Year.
The market value adjustment formula will be applied to your Certificate's Interim Value immediately prior to the beginning of the new Guarantee Period. No surrender charge will be assessed. The resulting Interim Value will be credited interest at the Subsequent Guarantee Rate for the new Guarantee Period.
Initial Guarantee Rate
We credit interest to your Certificate at the Initial Guarantee Rate shown in the Schedule during the initial Guarantee Period.
Subsequent Guarantee Rate
When a subsequent Guarantee Period begins, the Subsequent Guarantee Rates applied to your Certificate will not be less than the rate then applicable to new Certificates with the same Guarantee Period.
Minimum Interest Rate
Interest rates are subject to the minimum shown in the Schedule.
Crediting of Interest
Declared rates are effective annual rates of interest. The rate applicable throughout any Guarantee Period is the one in effect when such Guarantee Period begins.
Premium Taxes
We reserve the right to make an assessment for premium taxes, if applicable. The tax is deducted from the premium when received. Alternatively, we may assess premium taxes attributable to your Certificate when we determine your initial annuity payment.
SURRENDERS



General
You may request a full or partial surrender. Partial surrenders may only be made if:
(a) the Gross Surrender Value is at least $1,000; and
(b) the Gross Surrender Value plus $1,000 does not exceed the amount payable under the Certificate if it were completely surrendered on that date.
In the case of all full or partial surrenders the value of a Certificate will be reduced by the Gross Surrender Value on the Surrender Date and the Net Surrender Value will be payable to the Participant. The Net Surrender Value equals:

(A X C) - B, where:
A = the Gross Surrender Value;

B = the Surrender Charge, as of the date we receive the
surrender request In Writing, shown in the Contract Schedule;
and

C = the market value adjustment, described below, as of the date
we receive In Writing the surrender request.
Surrender Charge
The surrender charge applicable to each Certificate Year is shown in the Contract Schedule. The charge is a percentage of the Gross Surrender Value deemed to be a liquidation of premium. Surrenders or partial surrenders, except for those amounts taken under the free withdrawal provision, are deemed for the purpose of this charge to be first a liquidation of premium. Amounts taken under the free withdrawal privilege are not considered a liquidation of premium. On a partial surrender, Gross Surrender Value is deemed to come first from (a) any interest then available under the free withdrawal provision; then from (b) any premium not yet liquidated, and then from (c) any remaining interest.
Market Value Adjustment
The formula we use to determine the market value adjustment ("MVA") is:
[ (1+I) / (1+J+0.0025) ] N/12 where:

I is the Guarantee Rate applicable to the Guarantee
Period for your Certificate;

J is the Current Rate for the Guarantee Period equal to
the number of years (rounded to the next higher
number when occurring on other than an anniversary of
the beginning of the current Guarantee Period)
remaining in your current Guarantee Period; and

N is the number of months (rounded to the next higher
number when occurring on other than a monthly
anniversary of the beginning of the current Guarantee
Period) remaining in your Guarantee Period.

Nonetheless, a full or partial surrender at the end of a Guarantee Period is not affected by the MVA.
In the special case where I=J, the MVA is set equal to 1.
Free Withdrawal Privilege
Once each Certificate Year after the first, a portion of a partial surrender may be free of any applicable surrender charge or MVA. The amount available under this privilege is the interest credited to your Certificate for the prior Certificate Year.
Deferral of Payment



We may defer payment of any partial or total surrender for the period permitted by law. In no event may this deferral of payment exceed 6 months from the date of receipt of the request to partially or totally surrender. If we defer payment for more than 30 days, we pay interest of at least 4% per year on the amount deferred.
DEATH BENEFITS
Your Death or the Annuitant's Death If Prior to the Annuity Date
Your Death
The amount of the death benefit is determined as of the date we receive due proof In Writing of your death if occurring before the Annuity Date. We reserve the right to require both due proof of death and evidence satisfactory to us that the Annuitant did not predecease you. Your spouse may elect to forego payment of the death benefit and become the participant if:
a) your death occurs prior to the Annuity Date;
b) you predecease the Annuitant and any Contingent Annuitant; and
c) your spouse is the designated Beneficiary on the date of your death.
For purposes of this provision, the death of the first of any joint participant is deemed your death.
Death of Annuitant
The designated Contingent Annuitant becomes the Annuitant as of the Annuitant's date of death. A death benefit is payable as of the date we receive due proof In Writing of the Annuitant's death occurring before the Annuity Date if:
a) there is no designated Contingent Annuitant; or
b) the Contingent Annuitant predeceases the Annuitant.
We reserve the right to require evidence satisfactory to us that you did not predecease the Annuitant.
Death Benefit
For purposes of this provision, "death" means the earlier of either your death or, if there is no Contingent Annuitant, the Annuitant's death. The amount payable on death prior to the Annuity Date and before the beginning of the Certificate Year which starts following the earlier of your or the Annuitant's 85th birthday is the greater of (a) or (b), where:
a) is the Interim Value of your Certificate times the MVA as of the date we receive due proof of death; and
b) is the premium shown in the Schedule, less the sum of all prior Gross Surrender Values.
The death benefit at any later date prior to the Annuity Date equals the Interim Value of your Certificate times the MVA, as of the date we receive due proof of death.
The death benefit is reduced by any annuity payments made prior to the date we receive due proof In Writing of death.
The death benefit may be taken in one sum or under any of the options described in the Settlement Provisions. In the event of your death, the benefit must be distributed within five years of the date of death or over a period not extending beyond the life expectancy of the Beneficiary or over the life of the Beneficiary. Distribution after your death must commence within one year of the date of death.
Your Death If On Or After the Annuity Date
Benefits are paid at least as rapidly as under the annuity option then in effect if you die on or after the Annuity Date. For purposes of this provision, the death of the first of any joint participants is deemed your death.
Death of the Annuitant On Or After the Annuity Date
Any remaining certain payments are payable to the Beneficiary if the Annuitant dies after the Annuity Date.



The commuted value of any remaining certain payments is payable in one sum to the Beneficiary's estate if the Beneficiary dies subsequent to the Annuitant's death after the Annuity Date.
GENERAL PROVISIONS
Entire Contract
The contract shown in the Schedule, including any attached riders or endorsements, the attached copy of the application and any supplemental applications and endorsements are the entire contract. As to your Certificate, the contract also includes the copy of the enrollment form attached to your Certificate. All statements made in an application and/or an enrollment form are deemed to be representations and not warranties. No statement is used to void the contract or defend against a claim unless it is contained in the application or supplemental application or an enrollment form.
Only our President, a Vice President or Secretary may change or waive any provisions of the contract. Any change or waiver must be In Writing. We are not bound by any promises or representations made by or to any other person.
Error in Age [or Sex]
If the age [or sex] of an Annuitant has been misstated, we make adjustments to conform to the facts. Any underpayments by us are made up immediately and any overpayments are charged against future amounts becoming payable.
Assignment
You may assign your rights under the contract at any time prior to the Annuity Date. No assignment is binding on us unless it is In Writing. We are not responsible for the validity of any assignment.
Nonparticipation
The contract does not share in our profits or surplus earnings.
Elections, Designations, Changes and Requests
All elections, designations, changes and requests must be In Writing and are effective only after they have been approved by us, subject to any transactions made by us before receipt of such notices. We inform you of any changes to the contract shown in the Schedule that materially affect your rights. We reserve the right to require that this Certificate be returned to our Office for endorsement of any change to such contract or any change affecting only this Certificate.
Claims of Creditors
To the extent permitted by law, no payment under the contract shown in the Schedule is subject to the claims of the creditors of the Contract Owner, you or any other participant, Annuitant or Beneficiary.
Proof of Survival
The payment of any annuity is subject to evidence satisfactory to us that the payee is alive on the date such payment is otherwise due.
Tax Reporting
We intend to make all required regulatory reports regarding taxable events in relation to this Certificate. Such events may include, but are not limited to:
a) annuity payments;
b) payment of death benefits;
c) surrender of value from a Certificate in excess of the tax basis; and
d) assignments.
Facility of Payment



We reserve the right, in settlement of full liability, to make payments to a guardian, relative or other person if a payee is legally incompetent.
Modification of the Contract
The contract shown in the Schedule may be modified at any time by written agreement between the Contract Owner and us. No modification affects your rights under Certificates issued or the amount or term of any annuity begun prior to the effective date of the modification unless it is required to conform such contract to any Federal or State statutes. No modification of such contract affects the method by which we determine the Interim Value of your Certificate.
SETTLEMENT PROVISIONS
Annuities
Fixed dollar annuity payments are available under the contract. Such annuities remain fixed as to dollar amount throughout the payment period. We use our then current interest, expense and mortality assumptions when payments begin in determining the amount of each payment. However, we guarantee not to use an interest assumption of less than 4% per year, compounded yearly.
Annuity Date
You select the Annuity Date In Writing. The Annuity Date must be the first day of the first month on or after the end of a Guarantee Period. It must also be after the third Certificate Year. It can be changed at any time but such requests must be received In Writing at least 30 days before the current Annuity Date. In the absence of an election In Writing, the Annuity Date is the start of the Certificate Year first following the Annuitant's 85th birthday.
Annuity Option Election
All elections to receive payments under an annuity option are subject to our then current rules as to minimum monthly payment amounts.
You may have elected on the enrollment form to have the value of your Certificate applied under any one of the annuity options described below. You may change this choice any time prior to 30 days before the Annuity Date. Such requests must be In Writing.
If no annuity option is selected, then payments automatically commence on the Annuity Date under the second option, with 120 payments certain, if the monthly payment amount equals or exceeds our then current minimum. Otherwise, payment is made in one sum.
Annuity options in addition to those shown are available with our consent.
You may elect to have any amount of the proceeds due to the Beneficiary applied under any of the options described below, subject to our rules for minimum annuity payment amounts. In the absence of an election prior to proceeds becoming due, the Beneficiary may make such an election. Such election must be In Writing within one year after proceeds are payable.
Proof of Age
We reserve the right to require submission prior to commencement of any annuity payments of evidence satisfactory to us of the age of any payee upon whose life payment amounts are calculated.
Annuity Options
Option One: Life Annuity
An annuity payable monthly during the lifetime of the payee, ceasing with the last payment due prior to the death of the payee.
Option Two: Life Annuity With 120, 180 or 240 Monthly Payments Certain
An annuity providing monthly income to the payee for a fixed period of 120 months, 180 months or 240 months (as selected) and for as long thereafter as the payee lives.
Option Three: Joint and Last Survivor Life Annuity



An annuity payable monthly during the joint lifetime of the payee and a secondary payee and thereafter during the remaining lifetime of the survivor, ceasing with the last payment prior to the death of the survivor.
Option Four: Payments for a Designated Period
An annuity payable for a specified number of years. The number of years is subject to our then current rules.
ANNUITY TABLES
The attached tables show the minimum dollar amount of each monthly payment for each $1,000 applied under the options. The amounts payable when annuity payments commence may be higher, based on our then current assumptions as to interest, expenses and mortality, but will not be lower.
Under options one and two, the amount of each payment depends on the age [and sex] of the payee at the time the first payment is due. Under option three, the amount of each payment depends on the age [and sex] of both payees at the time the first payment is due.
The tables shown are based on interest at 4% per year compounded annually and the [1983a Individual Annuity Mortality Table set back one year for males and two years for females.]
The payee's settlement age is the payee's age, last birthday, on the date of the first payment, minus the age adjustment. The age adjustments are shown below. They are based on the date of the first payment. The age adjustment does not exceed the age of the payee.

Annuitization
 Year
Attained Age
 Set Back
  2000 - 2009
1
  2010 - 2019
2
2020 and later
3





Amount of Monthly Payment For Each $1,000 Applied
First and Second Options - Single Life Annuities With:

Male Payee Female Payee
Monthly Payments Monthly Payments
Guaranteed Guaranteed

None 120 180 240 None 120 180 240
Age $ $ $ $ $ $ $ $

50 4.79 4.74 4.68 4.60 4.39 4.37 4.35 4.31
55 5.19 5.11 5.01 4.88 4.69 4.66 4.62 4.56
60 5.73 5.59 5.42 5.18 5.09 5.04 4.96 4.85
65 6.49 6.22 5.89 5.48 5.65 5.54 5.39 5.18
70 7.56 6.98 6.37 5.73 6.42 6.19 5.90 5.52
75 9.06 7.83 6.80 5.89 7.55 7.03 6.44 5.78
80 11.18 8.67 7.10 5.97 9.24 8.00 6.90 5.93


Third Option - Joint and Last Survivor Annuity

Age of
Male Age of Female Payee
Payee 35 40 45 50 55 60 65 70 75 80
$ $ $ $ $ $ $ $ $ $
50 3.78 3.88 4.00 4.12 4.25 4.37 4.48 4.57 4.64 4.70
55 3.79 3.91 4.04 4.19 4.36 4.52 4.69 4.83 4.95 5.04
60 3.81 3.93 4.07 4.25 4.45 4.67 4.90 5.12 5.31 5.47
65 3.82 3.94 4.10 4.29 4.52 4.79 5.10 5.42 5.72 5.99
70 3.82 3.95 4.12 4.32 4.58 4.89 5.27 5.70 6.15 6.58
75 3.83 3.96 4.13 4.35 4.62 4.97 5.40 5.93 6.55 7.21
80 3.83 3.97 4.14 4.36 4.65 5.02 5.50 6.11 6.89 7.79

Fourth Option - Payments for a Designated Period

No. Amount of No. Amount of No. Amount of No. Amount of
Yrs. Mthly. Pymts. Yrs. Mthly. Pymts. Yrs. Mthly. Pymts. Yrs. Mthly. Pymts.

10 10.06 16 7.00 22 5.64 28 4.90
11 9.31 17 6.71 23 5.49 29 4.80
12 8.69 18 6.44 24 5.35 30 4.72
13 8.17 19 6.21 25 5.22
14 7.72 20 6.00 26 5.10
15 7.34 21 5.81 27 5.00

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Shelton, Connecticut
A stock Company
GROUP DEFERRED ANNUITY CERTIFICATE
NON-PARTICIPATING



EX-5 5 gmaopinionletter.htm EXHIBIT 5 Exhibit



 
 
 
palacexhibitopinionle_image1.jpg
 
Douglas E. Scully
Vice President, Corporate Counsel
 
 
 
 
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777
Tel 203 925-6960
douglas.scully@prudential.com
September 29, 2017
Prudential Annuities Life Assurance Corporation
One Corporate Drive
Shelton, CT 06484
 
RE:
Prudential Annuities Life Assurance Corporation (“Registrant”)
Registration Statement on Form S-3
Dear Sir/Madam:
In my capacity as Vice President and Corporate Counsel of The Prudential Insurance Company of America, I have reviewed the establishment of the Prudential Annuities Life Assurance Corporation Separate Account D (the “Account”) by the Board of Directors of Prudential Annuities Life Assurance Corporation (“PALAC”) as a non-unitized separate account for assets applicable to certain market value adjustment annuity contracts, pursuant to the provisions of Section 20-2601 et seq. of the Arizona Insurance Code. I was responsible for the oversight of the preparation and review of certain Registration Statements on Form S-3 filed by PALAC in 2017 with the U.S. Securities and Exchange Commission under the Securities Act of 1933 for the registration of certain market value adjustment annuity contracts issued with respect to the Account.
I am of the following opinion: (1) PALAC was duly organized under the laws of Arizona and is a validly existing corporation; (2) the Account has been duly created and is validly existing as a non-unitized separate account pursuant to the provisions of Arizona law, and (3) the market value adjustment annuity contracts are legal and binding obligations of PALAC in accordance with their terms. In arriving at the foregoing opinion, I have made such examination of law and examined such records and other documents as I judged to be necessary or appropriate.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Douglas E. Scully
Douglas E. Scully


EX-23 6 consentletter220115.htm EXHIBIT 23 Exhibit



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

We hereby consent to the incorporation by reference in this Pre-Effective Amendment No, 1 to Registration Statement on Form S-3 of our report dated March 23, 2017 relating to the financial statements, which appears in Prudential Annuities Life Assurance Corporation's Annual Report on Form 10-K for the year ended December 31, 2016. We also consent to the reference to us under the heading “Experts’’ in the Statement of Additional Information as originally filed with the SEC and incorporated by reference in the Registration Statement on Form S-3 filed on August 22, 2017, which is incorporated by reference in this Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3.

/s/ PricewaterhouseCoopers LLP
New York, NY
September 29, 2017



EX-24.A 7 poajchieffo198420.htm EXHIBIT 24.A Exhibit

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below, being a director or officer of Prudential Annuities Life Assurance Corporation, does hereby make, constitute and appoint Lynn K. Stone, Douglas S. Morrin, Michael A. Pignatella, Douglas E. Scully, Kristin M. Gemski, and Richard H. Kirk, and each of them severally, as his true and lawful attorney-in-fact and agent with all power and authority on his behalf to sign his name, in any and all capacities, on Form S-3 registration statements of Prudential Annuities Life Assurance Corporation pertaining to, but not limited to, APEX, APEX II, ASAP I, ASAP II, ASAP III, ASXT, ASTX Four, ASL, ASL II, AS Pro, Wells VA +, AS Impact, Galaxy 3, Galaxy 2, XT6, XT8, Choice 2000, AS Cornerstone, Wells Apex, Wells, Alliance and GMA (including certain private label versions of those products.)

This grant of authority extends to any and all amendments to such registration statements, and also grants such attorneys-in-fact full power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting.

The undersigned does hereby ratify and confirm all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

The undersigned has subscribed hereunder this 24th day of July, 2017.



/s/John Chieffo
John Chieffo


EX-24.B 8 poalfouche198420.htm EXHIBIT 24.B Exhibit

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below, being a director or officer of Prudential Annuities Life Assurance Corporation, does hereby make, constitute and appoint Lynn K. Stone, Douglas S. Morrin, Michael A. Pignatella, Douglas E. Scully, Kristin M. Gemski, and Richard H. Kirk, and each of them severally, as her true and lawful attorney-in-fact and agent with all power and authority on her behalf to sign her name, in any and all capacities, on Form S-3 registration statements of Prudential Annuities Life Assurance Corporation pertaining to, but not limited to, APEX, APEX II, ASAP I, ASAP II, ASAP III, ASXT, ASTX Four, ASL, ASL II, AS Pro, Wells VA +, AS Impact, Galaxy 3, Galaxy 2, XT6, XT8, Choice 2000, AS Cornerstone, Wells Apex, Wells, Alliance and GMA (including certain private label versions of those products.)

This grant of authority extends to any and all amendments to such registration statements, and also grants such attorneys-in-fact full power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting.

The undersigned does hereby ratify and confirm all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

The undersigned has subscribed hereunder this 1st day of August, 2017.



Lori D. Fouché
Lori D. Fouché



EX-24.C 9 poarlambert198420.htm EXHIBIT 24.C Exhibit

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below, being a director or officer of Prudential Annuities Life Assurance Corporation, does hereby make, constitute and appoint Lynn K. Stone, Douglas S. Morrin, Michael A. Pignatella, Douglas E. Scully, Kristin M. Gemski, and Richard H. Kirk, and each of them severally, as his true and lawful attorney-in-fact and agent with all power and authority on his behalf to sign his name, in any and all capacities, on Form S-3 registration statements of Prudential Annuities Life Assurance Corporation pertaining to, but not limited to, APEX, APEX II, ASAP I, ASAP II, ASAP III, ASXT, ASTX Four, ASL, ASL II, AS Pro, Wells VA +, AS Impact, Galaxy 3, Galaxy 2, XT6, XT8, Choice 2000, AS Cornerstone, Wells Apex, Wells, Alliance and GMA (including certain private label versions of those products.)

This grant of authority extends to any and all amendments to such registration statements, and also grants such attorneys-in-fact full power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting.

The undersigned does hereby ratify and confirm all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

The undersigned has subscribed hereunder this 24th day of July, 2017.



/s/Richard F. Lambert
Richard F. Lambert




EX-24.D 10 poaktanji198420.htm EXHIBIT 24.D Exhibit

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below, being a director or officer of Prudential Annuities Life Assurance Corporation, does hereby make, constitute and appoint Lynn K. Stone, Douglas S. Morrin, Michael A. Pignatella, Douglas E. Scully, Kristin M. Gemski, and Richard H. Kirk, and each of them severally, as his true and lawful attorney-in-fact and agent with all power and authority on his behalf to sign his name, in any and all capacities, on Form S-3 registration statements of Prudential Annuities Life Assurance Corporation pertaining to, but not limited to, APEX, APEX II, ASAP I, ASAP II, ASAP III, ASXT, ASTX Four, ASL, ASL II, AS Pro, Wells VA +, AS Impact, Galaxy 3, Galaxy 2, XT6, XT8, Choice 2000, AS Cornerstone, Wells Apex, Wells, Alliance and GMA (including certain private label versions of those products.)

This grant of authority extends to any and all amendments to such registration statements, and also grants such attorneys-in-fact full power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting.

The undersigned does hereby ratify and confirm all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

The undersigned has subscribed hereunder this 24th day of July, 2017.



/s/Kenneth Y. Tanji
Kenneth Y. Tanji





EX-24.E 11 poaawallace198420.htm EXHIBIT 24.E Exhibit

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below, being a director or officer of Prudential Annuities Life Assurance Corporation, does hereby make, constitute and appoint Lynn K. Stone, Douglas S. Morrin, Michael A. Pignatella, Douglas E. Scully, Kristin M. Gemski, and Richard H. Kirk, and each of them severally, as his true and lawful attorney-in-fact and agent with all power and authority on his behalf to sign his name, in any and all capacities, on Form S-3 registration statements of Prudential Annuities Life Assurance Corporation pertaining to, but not limited to, APEX, APEX II, ASAP I, ASAP II, ASAP III, ASXT, ASTX Four, ASL, ASL II, AS Pro, Wells VA +, AS Impact, Galaxy 3, Galaxy 2, XT6, XT8, Choice 2000, AS Cornerstone, Wells Apex, Wells, Alliance and GMA (including certain private label versions of those products.)

This grant of authority extends to any and all amendments to such registration statements, and also grants such attorneys-in-fact full power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting.

The undersigned does hereby ratify and confirm all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

The undersigned has subscribed hereunder this 31st day of July, 2017.



/s/Arthur W. Wallace
Arthur W. Wallace


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preeffpalacs3transmit_image1.jpg


Kristin M. Gemski
Vice President, Corporate Counsel



 
The Prudential Insurance Company of America
751 Broad Street, Newark, NJ 07102-3777
Tel 203 402-3176
kristin.gemski@prudential.com


                                                                            

    
September 29, 2017

Office of Insurance Products
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
RE:
Prudential Annuities Life Assurance Corporation (“Registrant”)
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3
File Nos. 333-220102; 333-220103; 333-220104; 333-220105; 333-220108; 333-220109;
333-220110; 333-220111; 333-220112; 333-220113; 333-220114; 333-220115
Dear Sir/Madam:
Submitted for filing under the Securities Act of 1933 are the above-referenced Pre-Effective Amendments No. 1 to the registration statements on Form S-3.
It is our intention that these filings become effective on October 3, 2017, or as soon as practicable. We request accelerated effectiveness pursuant to Rule 461, and are enclosing acceleration requests herewith.
Please call me at (203) 402-3176 if you have any questions.
Very truly yours,
/s/Kristin M. Gemski
Kristin M. Gemski




CORRESP 18 filename18.htm Document
preeffpalacs3accelera_image1.jpg


Kristin M. Gemski
Vice President, Corporate Counsel



 
The Prudential Insurance Company of America
751 Broad Street, Newark, NJ 07102-3777
Tel 203 402-3176
kristin.gemski@prudential.com


                                                          
September 29, 2017


Office of Insurance Products
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
RE:
Registrant: Prudential Annuities Life Assurance Corporation (“Registrant”)
Principal Underwriter: Prudential Annuities Distributors, Inc.
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3
File Nos. 333-220102; 333-220103; 333-220104; 333-220105; 333-220108; 333-220109;
333-220110; 333-220111; 333-220112; 333-220113; 333-220114; 333-220115
Dear Sir/Madam:
Acceleration of the above-referenced registration statements to October 3, 2017 is hereby requested pursuant to Rule 461 of Regulation C.
Please call me at (203) 402-3176 if you have any questions.
Very truly yours,

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

/s/ Kristin M. Gemski
Kristin M. Gemski
Vice President

PRUDENTIAL ANNUITIES DISTRIBUTORS, INC.

/s/Michael A. Pignatella
Michael A. Pignatella
Vice President