PRINCIPAL UNDERWRITER AGREEMENT
AGREEMENT dated October , 1997 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 Separate Account F
("Separate Account F") and American Skandia Marketing, Incorporated ("ASM,
Inc."), a Delaware corporation.
WITNESSETH:
WHEREAS, Separate Account F is an account established and maintained by American
Skandia pursuant to the laws of the State of Connecticut to support variable
life insurance policies issued by American Skandia (the "Variable Life Insurance
policies"), under which income, gains and losses, whether or not realized, from
assets allocated to such account, are, in accordance with the Variable Life
Insurance policies, credited to or charged against such account without regard
to other income, gains, or losses of American Skandia;
WHEREAS, American Skandia, as depositor, has registered, on behalf of Separate
Account F, as registrant, the Variable Life Insurance policies 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 Variable Life Insurance
policies to the public through ASM, Inc., acting in the capacity 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");
NOW, THEREFORE, 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 Variable Life Insurance
policies issued by American Skandia. 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 of such
Variable Life Insurance policies.
2. Sales Agreements. ASM, Inc. is authorized to negotiate the terms of and
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
Variable Life Insurance policies and to use their best efforts to
solicit applications for Variable Life Insurance policies. Such
organizations and their agents or representatives soliciting
applications for Variable Life Insurance policies shall be duly and
appropriately licensed, registered or otherwise qualified for the sale
of such Variable Life Insurance policies (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 Variable Life Insurance policies, riders and contracts may
be lawfully sold and in which American Skandia is licensed to sell such
Variable Life Insurance policies, 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
under the Securities Exchange Act, each organization shall be
registered as a broker-dealer under the Securities Exchange Act and be
a member in good standing of the NASD, or if not so registered or not
such a member, then the agents and representative of such organization
soliciting applications for Variable Life Insurance policies shall be
agents and registered representatives of a registered broker-dealer who
is an 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 Variable Life
Insurance policies. 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 Variable Life Insurance
policies and any riders or contracts in connection therewith. American
Skandia 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 ASM, Inc.; provided that American Skandia reserves the
right to refuse to appoint any proposed agent or sub-agent of such
agent or, once appointed, to terminate any agent or sub-agent of such
agent.
4. Suitability. ASM, Inc. shall take reasonable steps to inform brokers
and dealers of their duty to not make recommendations to an applicant
to purchase a Variable Life Insurance policy in the absence of
reasonable grounds to believe that the purchase of the Variable Life
Insurance policy 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 Variable Life
Insurance policy for such a period of time that American Skandia's
acquisition costs are amortized over a reasonable period of time.
5. Promotional Materials, Prospectuses. ASM, Inc. shall have the
responsibility for consulting with American Skandia 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 Variable Life Insurance
policies.
6. Records. ASM, Inc. shall maintain and preserve for the periods
prescribed such accounts, books and other documents as are required of
it by applicable laws and regulations. The books, accounts and records
of American Skandia, Separate Account F and ASM, Inc. 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. 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 Variable Life Insurance policies.
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. Investigations and Proceedings.
(a) ASM, Inc. and American Skandia agree to cooperate fully with
each other in any insurance regulatory investigation or
proceeding or judicial proceeding arising in connection with
the Variable Life Insurance policies distributed under this
Agreement. ASM, Inc. and American Skandia further agree to
cooperate fully 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 Variable
Life Insurance policies distributed under this Agreement.
Without limiting the foregoing:
(i) American Skandia will promptly notify ASM, Inc. of
any customer complaint or notice of any regulatory
investigation or proceeding or judicial proceeding
received by American Skandia with respect to ASM,
Inc. in connection with Variable Life Insurance
policies distributed under this Agreement.
(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 Variable
Life Insurance policies distributed under this
Agreement or any activity in connection with any such
Variable Life Insurance policies.
(b) In the case of a substantive customer complaint against both
American Skandia and ASM, Inc., ASM, Inc. and American Skandia
will fully 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
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 Separate Account F or to any Policy Owner or
party in interest under any such Variable Life Insurance policy 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 Variable Life Insurance policy or security.
11. Guarantee. American Skandia undertakes to guarantee the performance of
all of ASM, Inc.'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 Variable Life
Insurance policies issued in connection with Separate Account F.
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 Variable Life
Insurance policies in effect at the time of termination and (ii) the
agreements contained in paragraph 9 hereof.
13. 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 Separate Account F, 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 Variable Life Insurance policies issued through Separate Account F,
and supersedes any prior agreements or understanding with respect to
the subject matter thereof, 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:
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Corporate Secretary
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
SEPARATE ACCOUNT F
By: _____________________________
Attest:
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Corporate Secretary
AMERICAN SKANDIA MARKETING, INCORPORATED
By: ____________________________
Attest:
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Corporate Secretary