PRINCIPAL UNDERWRITER AGREEMENT
AGREEMENT dated _______ ___, 1993 by and between American Skandia Life Assurance
Corporation ("Skandia Life"), a Connecticut corporation, on its own behalf and
on behalf of American Skandia Life Assurance Corporation Variable Account B
("Variable Account B") and Skandia Life Equity Sales Corporation ("SLESCO"), a
Delaware corporation.
WITNESSETH:
WHEREAS, Variable Account B is an account established and maintained by Skandia
Life pursuant to the laws of the State of Connecticut to support variable
annuities issued by Skandia Life (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 Skandia Life;
WHEREAS, Skandia Life, 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 SLESCO
acting as principal underwriter; and
WHEREAS, SLESCO 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 Agreement and now
wish to revise and replace that agreement;
NOW, THEREFORE, Skandia Life and SLESCO hereby agree as follows:
1. Principal Underwriter. Skandia Life grants to SLESCO 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
Annuities. SLESCO 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.
2. Sales Agreements. SLESCO is authorized to enter into written agreements, on
such terms and conditions as SLESCO may determine not inconsistent with this
Agreement, with organizations which agree to participate in the distribution of
Annuities and to use their best efforts to solicit applications for Annuities.
Such organizations and their agents or representatives soliciting applications
for 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 Skandia Life 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 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
representative 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. SLESCO shall have the responsibility for
supervision of all such organizations only to the extent required by law.
3. Life Insurance Agents. SLESCO is authorized to appoint the organizations
described in paragraph 2 above as independent general agents of Skandia Life for
the sale of the Annuities and any riders or contracts in connection therewith.
Skandia Life will undertake to obtain all required insurance agent licenses
and/or appointments in the appropriate states or jurisdictions for the
designated agents or representatives of those organizations so appointed by
SLESCO; provided that Skandia Life reserves the right to refuse to appoint any
proposed agent or sub-agent of such agent, or once appointed to terminate the
same.
4. Suitability. SLESCO shall take reasonable steps to inform brokers and dealers
of their duty to not make recommendations to an applicant to purchase a Contract
in the absence or reasonable grounds to believe that the purchase of the
Contract is suitable for such applicant. While not limited to the following, it
is the duty of such brokers and dealers to determine suitability based on
information furnished to an agent after reasonable inquiry of such applicant
concerning the applicant's insurance and investment objectives, financial
situation and needs, and the likelihood of whether the applicant will persist
with the Contract for such a period of time that Skandia Life's acquisition
costs are amortized over a reasonable period of time.
5. Promotional Materials, Prospectuses. SLESCO shall have the responsibility for
consulting with Skandia Life with respect to the design and the drafting and
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.
6. Records. SLESCO shall maintain and preserve for the periods prescribed such
accounts, bodies and other documents as are required of it by applicable laws
and regulations. The books, accounts and records of Skandia Life, Variable
Account B and SLESCO as to all transactions hereunder shall be maintained so as
to clearly and accurately disclose the nature and details of the transactions.
7. Independent Contractor. SLESCO shall act as an independent contractor
and nothing herein contained shall constitute SLESCO or its agents or employees
as employees of Skandia Life in connection with the sale of the Annuities.
8. Non-Exclusivity. This agreement is non-exclusive with respect to SLESCO.
SLESCO 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. Investigations and Proceedings.
(a) SLESCO and Skandia Life agree to cooperate fully in any insurance regulatory
investigation or proceeding or judicial proceeding arising in connection with
the Annuities distributed under this Agreement. SLESCO and Skandia further agree
to cooperate with each other in any securities regulatory investigation or
proceeding or judicial proceeding with respect to Skandia Life, SLESCO, 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) SLESCO will be notified promptly of any customer complaint or notice of any
regulatory investigation or proceeding or judicial proceeding received by
Skandia Life with respect to SLESCO.
(ii) SLESCO will promptly notify Skandia Life of any customer complaint or
notice of any regulatory investigation or proceeding received by SLESCO or its
affiliates with respect to SLESCO or any agent or representative in connection
with any Contract distributed under this Agreement or any activity in connection
with any such Contract.
(b) In the case of a substantive customer complaint against both Skandia Life
and SLESCO, SLESCO and Skandia Life 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 shall be communicated by telephone
or telefax.
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 SLESCO, SLESCO shall not be subject to liability to Separate
Account B or to any Contract Owner or party in interest under any such Annuity
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. Guarantee. Skandia Life undertakes to guarantee the performance of all of
SLESCO's obligations, imposed by Section 27 (f) of the Investment Company Act,
as amended, and paragraph (b) of Rule 27d-2 adopted by the Securities and
Exchange Commission, to make refunds of charges required of the principal
underwriter of Annuities issued in connection with Variable Account B.
12. 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 paragraph 9
hereof.
13. Regulation. This Agreement shall be subject of 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.
SLESCO shall submit to all regulatory and administrative bodies having
jurisdiction over the operations of Skandia Life 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.
14. 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.
15. Applicable Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Connecticut.
16. Complete Agreement. This Agreement contains the entire agreement between the
parties with respect to the underwriting and distribution of Annuities issued
through Separate Account B, and supersedes any prior agreements or understanding
with respect to the subject matter thereof, including, but not limited to, the
Distribution Agreement previously executed by the parties, and may not be
altered or amended except by an agreement in writing, signed by both parties.
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: ___________________________
Attest:
-----------------------------
AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION
SEPARATE ACCOUNT B
By: __________________________
Attest:
-----------------------------
Secretary
SKANDIA LIFE EQUITY
SALES CORPORATION
By: __________________________
Attest:
-----------------------------
Secretary
