Stagecoach Flex - Prudential Annuities

with the SEC under the Investment Company Act of 1940 ("Investment Company Act") as a unit investment trust, which is a type ofinvestment company. The SEC does not supervise investment policies, management or practices of Separate Account B.Prior to November 18, 2002, Separate Account B was organized as a single separate account with six different Sub-account classes,each of which was registered as a distinct unit investment trust under the Investment Company Act. Effective November 18, 2002,each Sub-account class of Separate Account B will be consolidated into the unit investment trust formerly named American SkandiaLife Assurance Corporation Variable Account B (Class 1 Sub-accounts), which will subsequently be renamed American Skandia LifeAssurance Corporation Variable Account B. Each Sub-account of Separate Account B will have multiple Unit Prices to reflect thedaily charge deducted for each combination of the applicable Insurance Charge, Distribution Charge (when applicable) and the chargefor each optional benefit offered under Annuity contracts funded through Separate Account B. The consolidation of Separate AccountB will have no impact on Annuity Owners.We reserve the right to make changes to the Sub-accounts available under the Annuity as we determine appropriate. We may offernew Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts at our sole discretion. We may also close Sub-accounts toadditional Purchase Payments on existing Annuity contracts or close Sub-accounts for Annuities purchased on or after specified dates.We may also substitute an underlying mutual fund or portfolio of an underlying mutual fund for another underlying mutual fund orportfolio of an underlying mutual fund, subject to our receipt of any exemptive relief that we are required to obtain under theInvestment Company Act. We will notify Owners of changes we make to the Sub-accounts available under the Annuity.Values and benefits based on allocations to the Sub-accounts will vary with the investment performance of the underlying mutualfunds or fund portfolios, as applicable. We do not guarantee the investment results of any Sub-account. Your Account Valueallocated to the Sub-accounts may increase or decrease. You bear the entire investment risk. There is no assurance that theAccount Value of your Annuity will equal or be greater than the total of the Purchase Payments you make to us.Separate Account DDuring the accumulation period, assets supporting our obligations based on Fixed Allocations are held in American Skandia LifeAssurance Corporation Separate Account D, also referred to as "Separate Account D". Such obligations are based on the fixed interestrates we credit to Fixed Allocations and the terms of the Annuities. These obligations do not depend on the investment performanceof the assets in Separate Account D. Separate Account D was established by us pursuant to Connecticut law.There are no units in Separate Account D. The Fixed Allocations are guaranteed by our general account. An Annuity Owner whoallocates a portion of their Account Value to Separate Account D does not participate in the investment gain or loss on assetsmaintained in Separate Account D. Such gain or loss accrues solely to us. We retain the risk that the value of the assets in SeparateAccount D may drop below the reserves and other liabilities we must maintain. Should the value of the assets in Separate Account Ddrop below the reserve and other liabilities we must maintain in relation to the annuities supported by such assets, we will transferassets from our general account to Separate Account D to make up the difference. We have the right to transfer to our general accountany assets of Separate Account D in excess of such reserves and other liabilities. We maintain assets in Separate Account Dsupporting a number of annuities we offer.We currently employ investment managers to manage the assets maintained in Separate Account D. Each manager we employ isresponsible for investment management of a different portion of Separate Account D. From time to time additional investmentmanagers may be employed or investment managers may cease being employed. We are under no obligation to employ or continue toemploy any investment manager(s) and have sole discretion over the investment managers we retain.We are not obligated to invest according to specific guidelines or strategies except as may be required by Connecticut and other stateinsurance laws.WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?Each underlying mutual fund is registered as an open-end management investment company under the Investment Company Act.Shares of the underlying mutual fund portfolios are sold to separate accounts of life insurance companies offering variable annuity andvariable life insurance products. The shares may also be sold directly to qualified pension and retirement plans.Contract described herein is no longer available for sale.Voting RightsWe are the legal owner of the shares of the underlying mutual funds in which the Sub-accounts invest. However, under SEC rules,you have voting rights in relation to Account Value maintained in the Sub-accounts. If an underlying mutual fund portfolio requests avote of shareholders, we will vote our shares based on instructions received from Owners with Account Value allocated to that Subaccount.Owners have the right to vote an amount equal to the number of shares attributable to their contracts. If we do not receivevoting instructions in relation to certain shares, we will vote those shares in the same manner and proportion as the shares for whichwe have received instructions. We will furnish those Owners who have Account Value allocated to a Sub-account whose underlying41