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.
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
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
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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.
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.
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(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.
14. Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Connecticut.
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AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION
CORPORATION
By: /s/ Xxxxxx Xxxxx ----------------------------- Xxxxxx Xxxxx |
Attest: /s/ Xxxxxxxx X. Xxxxxxx ------------------------- Secretary (Assistant) |
AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION as Depositor to
American
Skandia Life Assurance
Corporation Variable
Account B
CORPORATION as Depositor to
American
Skandia Life Assurance
Corporation Variable
Account B
By: /s/ Xxxxxx Xxxxx ----------------------------- Xxxxxx Xxxxx |
Attest: /s/ Xxxxxxxx X. Xxxxxxx ------------------------- Secretary (Assistant) |
AMERICAN SKANDIA MARKETING,
INCORPORATED
INCORPORATED
By: /s/ Lincoln X. Xxxxxxx ----------------------------- Lincoln X. Xxxxxxx |
Attest: /s/ Xxxxxxxx X. Xxxxxxx ------------------------- Secretary (Assistant) |