Registration No. 333-95959 October 13, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. Exact name of trust:
American Skandia Life Assurance Corporation Separate Account F
B. Name of depositor:
American Skandia Life Assurance Corporation
C. Complete address of depositor's principal executive offices:
One Corporate Drive, Shelton, CT 06484
D. Name and complete address of agent for service:
Scott K. Richardson, Esq.
American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, CT 06484
It is proposed that this filing will become effective
(check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on October 23, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on pursuant to paragraph (a)(1) of rule 485
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
E. Title and amount of securities being registered:
Flexible Premium Variable Life Insurance.
The Registrant elects to register an indefinite number of securities by
this registration statement in accordance with Rule 24f-2 under the
Investment Company Act of 1940.
F. Proposed maximum aggregate offering price to the public of the
securities being registered:
G. Amount of filing fee:
None
H. Approximate date of proposed public offering
As soon as practicable after the effective date of this Registration
Statement.
[ ] Check box if it is proposed that this filing will become effective
on ______________ at ____________ pursuant to Rule 487.
Champion IIB
NOTE
Registrant is filing this Post-Effective Amendment to Registration Statement No.
333-95959 for the purpose of including in the Registration Statement a
Prospectus Supplement which adds new variable sub-accounts to the variable life
policy described in the registration statement, announces a fund substitution
and amends certain other disclosure in the registration statement. Other than as
set forth herein, the Post-Effective Amendment does not amend or delete any
other part of this Registration Statement.
Horizon
Supplement to Prospectus Dated May 1, 2000
Supplement dated October 23, 2000
This Supplement should be retained with the current Prospectus for your variable
life policy issued by American Skandia Life Assurance Corporation ("American
Skandia"). If you do not have a current prospectus, please contact American
Skandia at 1-800-SKANDIA.
A. NOTICE OF SUBSTITUTION
American Skandia has filed an exemptive application with the Securities and
Exchange Commission ("SEC") to substitute the following "Replaced
Portfolio/Sub-Account" with the "Substitute Portfolio/Sub-account". The Replaced
Portfolios/Sub-accounts described below are only available until the effective
date of the Substitution, at which time they will cease to be offered as
investment options. The Substitute Portfolios/Sub-accounts are only available as
of the date of the Fund Substitution and are only available to those Contract
Owners affected by the Fund Substitution.
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REPLACED PORTFOLIO/SUB-ACCOUNT SUBSTITUTE PORTFOLIO/SUB-ACCOUNT
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Alger American Growth portfolio of The Alger American Fund/AA AST Alger Growth portfolio of American Skandia Trust/AST
Growth Sub-account Alger Growth Sub-account
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The Alger American Fund - Growth: seeks long-term capital AST Alger Growth: seeks long-term capital growth. The
appreciation. The Portfolio focuses on growing companies Portfolio invests primarily in equity securities, such as
that generally have broad product lines, markets, financial common or preferred stocks, that are listed on U.S.
resources and depth of management. Under normal exchanges or in the over-the-counter market. The Portfolio
circumstances, the Portfolio invests primarily in the equity focuses on growing companies that generally have broad
securities of large companies. The Portfolio considers a product lines, markets, financial resources and depth of
large company to have a market capitalization of $1 billion management. The Portfolio normally invests at least 65%
or greater. of its total assets in equity securities of companies
that, at the time of purchase of the securities, have total
market capitalizations of $1 billion or greater.
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
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Alger American MidCap Growth portfolio of The Alger American AST Alger Mid-Cap Growth portfolio of American Skandia
Fund/AA MidCap Growth Sub-account Trust/AST Alger Mid-Cap Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
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The Alger American Fund - MidCap Growth: seeks long-term AST Alger Mid-Cap Growth: seeks long-term capital growth.
capital appreciation. The Portfolio focuses on midsize The Portfolio invests primarily in equity securities, such
companies with promising growth potential. Under normal as common or preferred stocks, that are listed on U.S.
circumstances, the Portfolio invests primarily in the equity exchanges or in the over-the-counter market. Under normal
securities of companies having a market capitalization within circumstances, the Portfolio invests primarily in the
the range of companies in the S&P MidCap 400 Index equity securities of companies having a market
capitalization within the range of companies in the S&P
MidCap 400 Index.
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We expect to receive the SEC Exemptive Order and complete the Substitution by
the end of November 2000. Those Contract Owners effected by the Substitution
will receive additional information from American Skandia notifying them of
their rights under the SEC Exemptive Order.
For a 30 day period following the Substitution, Contract Owners will be allowed
to transfer Account Value out of the Replaced Portfolio/Sub-account to any other
investment options available under the Annuity. Any such transfers during this
period will not count in determining whether the maximum number of free
transfers has been exceeded. Additionally, the transfer of Account Value from
the Replaced Portfolio/Sub-account to the Substitute Portfolio/Sub-account would
also not be subject to a transfer fee nor count in determining whether the
maximum number of free transfers have been exceeded. The Substitution will not
affect your rights or our obligations under the Annuity and American Skandia
will bear any expenses in connection with the Substitution.
<PAGE>
B. ADDITIONAL VARIABLE INVESTMENT OPTIONS
The underlying Portfolios shown below are being offered as Sub-accounts under
your Policy.
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Underlying Mutual Fund Portfolio Annual Expenses
(as a percentage of the average net assets of the underlying Portfolios)
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--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
Management Other 12b-1 Fees Total Annual Fee Net
Fees Expenses Portfolio Waivers and Annual
UNDERLYING PORTFOLIO Operating Expense Fund
Expenses Reimbursement 1 Operating
Expenses
--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
American Skandia Trust: 2
<S> <C> <C> <C> <C> <C> <C>
AST Scudder Japan 3 1.00% 0.36% 0.04% 1.40% 0.00% 1.40%
AST Federated Aggressive Growth 3 0.95% 0.23% 0.04% 1.22% 0.00% 1.22%
AST Alger Mid-Cap Growth 4 0.80% 0.23% 0.00% 1.03% 0.18% 0.85%
AST Alger Growth 4 0.75% 0.23% 0.00% 0.98% 0.19% 0.79%
AST Kinetics Internet 3 1.00% 0.23% 0.04% 1.27% 0.00% 1.27%
AST Janus Strategic Value 3 1.00% 0.23% 0.04% 1.27% 0.00% 1.27%
AST Lord Abbett Bond-Debenture 3 0.80% 0.23% 0.04% 1.07% 0.00% 1.07%
AST Gabelli All-Cap Value 3 0.95% 0.23% 0.04% 1.22% 0.00% 1.22%
Rydex Variable Trust:
Nova 0.75% 0.80% None 1.55% 0.00% 1.55%
Ursa 0.90% 0.83% None 1.73% 0.00% 1.73%
OTC 0.75% 0.80% None 1.55% 0.00% 1.55%
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1 The Investment Manager of American Skandia Trust has agreed to reimburse
and/or waive fees for certain Portfolios until at least April 30, 2001. The
caption "Total Annual Fund Operating Expenses" reflects the Portfolios'
fees and expenses before such waivers and reimbursements, while the caption
"Net Annual Fund Operating Expenses" reflects the effect of such waivers
and reimbursements.
2 American Skandia Trust (the "Trust") adopted a Distribution Plan (the
"Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940
to permit an affiliate of the Trust's Investment Manager to receive
brokerage commissions in connection with purchases and sales of securities
held by Portfolios of the Trust, and to use these commissions to promote
the sale of shares of such Portfolios. The staff of the Securities and
Exchange Commission takes the position that commission amounts received
under the Distribution Plan should be reflected as distribution expenses of
the Portfolios. The Portfolios would pay the same or comparable commission
amounts irrespective of the Distribution Plan; accordingly, total returns
for the Portfolios are not expected to be adversely affected. The
Distribution Fee estimates are derived from data regarding each Portfolio's
brokerage transactions, and the proportions of such transactions directed
to selling dealers, for the period ended December 31, 1999. However, it is
not possible to determine with accuracy actual amounts that will be
received under the Distribution Plan. Such amounts will vary based upon the
level of a Portfolio's brokerage activity, the proportion of such activity
directed under the Distribution Plan, and other factors.
3 These Portfolios commenced operations in October 2000. "Other Expenses" and
"12b-1 Fees" shown are based on estimated amounts for the fiscal year
ending December 31, 2000.
4 These Portfolios commenced operations in October 2000, however, they are
only available as of the date of the Fund Substitution and are only
available to those Contract Owners affected by the Fund Substitution.
"Other Expenses" and "12b-1 Fees" shown are based on estimated amounts for
the fiscal year ending December 31, 2000.
The following is being added to the section entitled "Variable Investment
Options?"
VARIABLE INVESTMENT OPTIONS
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?
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PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
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<S> <C> <C>
AST Scudder Japan: seeks long-term capital growth. The Scudder Kemper
Portfolio pursues its investment objective by investing at Investments, Inc.
least 80% of net assets in Japanese securities (those issued
by Japan-based companies or their affiliates, or by any
INTER-NATIONAL company that derives more than half of its revenues from
EQUITY Japan). The Portfolio may invest in stocks of any size,
including up to 30% of its net assets in smaller companies
that are traded over-the-counter. The Portfolio's focus on a
single country could give rise to increased risk, as the
Portfolio's investments will not be diversified among
countries having varying characteristics and market
performance.
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AST Federated Aggressive Growth: seeks capital growth. The Federated Investment
Portfolio pursues its investment objective by investing in Counseling
equity securities of companies offering superior prospects
for earnings growth. The Portfolio focuses its investments
SMALL CAP on the equity securities of smaller companies, but it is not
GROWTH subject to any specific market capitalization requirements.
The Portfolio may invest in foreign issuers through American
Depositary Receipts. The Portfolio's strategies with respect
to security analysis, market capitalization and sector
allocation are designed to produce a portfolio of stocks
whose long-term growth prospects are significantly above
those of the S&P 500 Index.
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<PAGE>
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PORTFOLIO
STYLE/ INVESTMENT OBJECTIVES/POLICIES ADVISOR/
TYPE SUB-ADVISOR
------------------- ------------------------------------------------------------------------------------------------ ---------------
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Sector funds generally diversify their investments across particular economic
sectors or a single industry. However, because those investments are limited to
a comparatively narrow segment of the economy, sector funds are generally not as
diversified as most mutual funds. Sector funds tend to be more volatile than
other types of funds. The value of fund shares may go up and down more rapidly
than other funds. Each sector of the economy may also have different regulatory
or other risk factors that can cause greater fluctuations in the share price.
Please read the prospectus for the underlying sector fund for further details
about the risks of the particular sector of the economy.
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AST Kinetics Internet: seeks long-term growth of capital. Kinetics Asset
Under normal circumstances, the Portfolio invests at least Management,Inc.
65% of its total assets in common stocks, convertible
securities, warrants and other equity securities having the
characteristics of common stocks, such as American
SECTOR Depositary Receipts and International Depositary Receipts,
of domestic and foreign companies that are engaged in the
Internet and Internet-related activities. Portfolio
securities will be selected by the Sub-advisor from
companies that are engaged in the development of hardware,
software and telecommunications solutions that enable the
transaction of business on the Internet by individuals and
companies, as well as companies that offer products and
services primarily via the Internet. The Portfolio seeks to
invest in the equity securities of companies whose research
and development efforts may result in higher stock values.
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AST Janus Strategic Value: seeks long-term growth of Janus Capital
capital. The Portfolio pursues its objective by investing Corporation
primarily in common stocks with the potential for long-term
growth of capital using a "value" approach. This value
approach emphasizes investments in companies the Sub-advisor
LARGE CAP believes are undervalued relative to their intrinsic worth.
VALUE Realization of income is not a significant consideration
when choosing investments for the Portfolio. The Portfolio
will generally focus on the securities of larger companies,
however, it may invest in the securities of smaller
companies, including start-up companies offering emerging
products or services.
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AST Lord Abbett Bond-Debenture: seeks high current income Lord, Abbett & Co.
and the opportunity for capital appreciation to produce a
high total return. The Portfolio pursues its objective by
normally investing in high yield and investment grade debt
securities, securities convertible into common stock and
preferred stocks. Under normal circumstances, the Portfolio
BOND invests at least 65% of its total assets in fixed income
securities of various types. The Portfolio may find good
value in high yield securities, sometimes called
"lower-rated bonds" or "junk bonds," and frequently may have
more than half of its assets invested in those securities.
At least 20% of the Portfolio's assets must be invested in
any combination of investment grade debt securities, U.S.
Government securities and cash equivalents. The Portfolio
may also make significant investments in mortgage-backed
securities. Although the Portfolio expects to maintain a
weighted average maturity in the range of seven to nine
years, there are no restrictions on the overall Portfolio or
on individual securities.
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AST Gabelli All-Cap Value: seeks capital growth. The GAMCO Investors, Inc.
Portfolio pursues its objective by investing primarily in
readily marketable equity securities including common
stocks, preferred stocks and securities that may be
converted at a later time into common stock. The Portfolio
ALL-CAP may invest in the securities of companies of all sizes, and
EQUITY may emphasize either larger or smaller companies at a given
time based on the Sub-advisor's assessment of particular
companies and market conditions. The Portfolio focuses on
companies that appear underpriced relative to their private
market value ("PMV"). PMV is the value that the Portfolio's
Sub-advisor believes informed investors would be willing to
pay for a company.
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The Nova, Ursa and OTC portfolios of the Rydex Variable Trust are available to
all Owners. It is recommended that only those Owners who engage a financial
advisor to allocate their funds in strategic or tactical asset allocation
strategies invest in these portfolios. There can be no assurance that any
financial advisor will successfully predict market fluctuations.
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<S> <C> <C>
Rydex Variable Trust - Nova: seeks to provide investment PADCO Advisors II,
returns that are 150% of the daily price movement of the S&P Inc.
500 Composite Stock Price Index by investing to a
significant extent in futures contracts and options on
securities, futures contracts and stock indexes. If the
Portfolio meets its objective the value of its shares will
tend to increase by 150% of the daily value of any increase
in the S&P 500 Index. However, when the value of the S&P 500
Index declines, the value of its shares should also decrease
by 150% of the daily value of any decrease in the S&P 500
Index.
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STRATEGIC OR Rydex Variable Trust - Ursa: seeks to provide investment PADCO Advisors II,
TACTICAL results that will inversely correlate (e.g. be the opposite) Inc.
ALLOCATION to the performance of the S&P 500 Composite Stock Price
Index by investing to a significant extent in futures
contracts and options on securities, futures contracts and
stock indexes. The Portfolio will generally not invest in
the securities included in the S&P 500 Index. If the
Portfolio meets its objective the value of its shares will
tend to increase when the value of the S&P 500 Index is
decreasing. However, when the value of the S&P 500 Index is
increasing, the value of its shares should decrease by an
inversely proportional amount.
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Rydex Variable Trust - OTC: seeks to provide investment PADCO Advisors II,
results that correspond to a benchmark for over-the-counter Inc.
securities, currently the NASDAQ 100 Index(TM), by investing
principally in the securities of companies included in that
Index. The Portfolio may also invest in other instruments
whose performance is expected to correspond to that of the
Index, and may engage in futures and options transactions.
If the Portfolio meets its objective the value of its shares
will tend to increase by the amount of the increase in the
NASDAQ 100 Index(TM). However, when the value of the NASDAQ
100 Index(TM)declines, the value of its shares should also
decrease by the amount of the decrease in the value of the
Index(TM).
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C. PORTFOLIO/SUB-ACCOUNT NAME CHANGES
1. Effective October 23, 2000 GAMCO Investors, Inc. will be the new portfolio
Sub-advisor for the AST T. Rowe Price Small Company Value portfolio. In
connection with this change the portfolio's name is changed to "AST Gabelli
Small-Cap Growth."
2. Effective August 8, 2000 T. Rowe Price International, Inc. became the new
portfolio sub-advisor for the AST T. Rowe Price Global Bond portfolio.
D. FREE TRANSFER LIMIT
TRANSFERS AND ALLOCATION SERVICES
[66] Are there any limits on transfers? The maximum number of transfers you can
make between investment options each Policy Year without being subject to a
Transfer Fee is increased from twelve (12) to twenty (20).
ASTr/FPVLI/FOCUS/HORIZON-SUPP. (10/23/2000) VLI (10/23/2000)
PART II - OTHER INFORMATION
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following papers and
documents:
The facing sheet.
The prospectus consisting of __ pages.
Representations and Undertakings.
The signatures.
Written consents of the following persons:
Legal Counsel Consent filed via EDGAR to this Registration Statement
No. 333-95959, Pre-Effective Amendment No. 1, filed April 27, 2000.
Ernst & Young LLP FILED HEREWITH
Corporate Actuary Consent filed via EDGAR to this Registration
Statement No. 333-58703 Pre-Effective Amendment No.1, filed April 27,
2000.
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The following exhibits which correspond to those required by paragraph
A of the instructions for exhibits to Form N-8B-2:
<S> <C> <C> <C> <C> <C> <C> <C>
1. A. (1) Resolution of the Board of Directors of the Company are incorporated
by reference to Registration Statement No. 333-38119 filed via EDGAR October 17, 1997.
(2) Not applicable.
(3) Distributing contracts:
(a) Principal Underwriting Agreement incorporated by reference
to Registration Statement No. 333-38119 filed via EDGAR October 17, 1997.
(b) Form of Revised Dealer Agreement being filed via EDGAR
with Post-Effective Amendment No. 7 to Registration
Statement No. 33-87010 on April 24, 1998.
(c) Not applicable.
(4) Not applicable.
(5) Form of Flexible Premium Variable Life Insurance Policy
(a) Single Life Version filed via EDGAR with Initial Registration Statement No.
333-95959, filed February 2, 2000.
(b) Last Survivor Version filed via EDGAR with Initial Registration Statement No.
333-95959, filed February 2, 2000.
(c) Endorsement-Accelerated Death Benefit filed via EDGAR with Initial Registration
Statement No. 333-95959, filed February 2, 2000.
(d) Endorsement-Guaranteed Continuation Provision filed via EDGAR with Initial
Registration Statement No. 333-95959, filed February 2, 2000.
(e) Endorsement-Medically-Related Waiver filed via EDGAR with Initial Registration
Statement No. 333-95959, filed February 2, 2000.
(6) Articles of Incorporation and By-laws of American Skandia Life Assurance Corporation,
incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement No.
33-87010, filed VIA EDGAR on March 2, 1998.
(7) Not applicable.
(8) Not applicable.
(9) Other material contracts. Not applicable
(10) Form of Application for Flexible Premium Variable Life Insurance Policy.
(11) Memorandum describing transfer and redemption procedures filed via EDGAR with
Initial Registration Statement No. 333-95959, filed on February 2, 2000.
(12) Hypothetical Illustrations of Death Benefits, Account Values and Cash Values filed via Edgar to
Registration Statement No. 333-95959, filed via EDGAR April 27, 2000.
2. Opinion and Consent of Counsel filed via EDGAR to this
Registration Statement No. 333-95959, Pre-Effective Amendment
No. 1, filed April 27, 2000.
3. No financial statements are to be omitted from the prospectus pursuant to instruction 1(b) or 1(c) of the
instructions as to the prospectus.
4. Not applicable.
5. Financial Data Schedules.
6. Not applicable.
7. Opinion and Consent of certifying actuary filed via EDGAR to
this Registration Statement No. 333-95959 Pre-Effective
Amendment No. 1, filed April 27, 2000.
8. Opinion and Consent of Ernst & Young LLP FILED HEREWITH
9. a) Powers of Attorney are incorporated by reference to Registration Statement No.
333-38119 filed via EDGAR October 17, 1997.
b) Directors Kennedy and Winson filed via EDGAR with Post-
Effective Amendment No. 4 to Registration Statement No. 333-25733.
c) Powers of Attorney for Directors Abram, Chan, Ian
Kennedy, Thwaites and Ullman filed via EDGAR with
Post-Effective Amendment No. 11 to Registration
Statement No. 33-87010.
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<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.
RULE 484 UNDERTAKING ON INDEMNIFICATION
Article XIII of the By-laws of American Skandia Life Assurance Corporation, a
Connecticut corporation, (the "Corporation") provides for indemnification of its
officers, directors, and employees as follows:
SECTION 1. Proceedings Other Than by or in the Right of the Corporation.
------------------------------------------------------------
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigate
(other than an action by or in the right of the Corporation) by reason of the
fact that he, or the person whose representative he is, is or was a shareholder,
director, officer, employee or agent of the Corporation, or is or was serving
solely at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines,
penalties, and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if the person is
successful on the merits in the defense of the proceeding or as provided in
Section 3 hereof, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, the person had no reasonable
cause to believe his conduct was unlawful or if upon application to the court as
provided in Section 5 hereof, the court shall have determined that in view of
all the circumstances such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine; except that,
in connection with an alleged claim based upon his purchase or sale of
securities of the Corporation or of another enterprise, which he serves or
served at the request of the Corporation, the Corporation shall only indemnify
such person after the court shall have determined, on application as provided in
Section 5 hereof, that in view of all the circumstances such person is fairly
and reasonably entitled to be indemnified, and then for such amount as the court
shall determine. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendre or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation or of the participants and
beneficiaries of such employee benefit plan or trust and consistent with the
provisions of such employee benefit plan or trust, or, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
SECTION 2. Proceedings by or in the Right of the Corporation.
-------------------------------------------------
The Corporation shall indemnify any person who was or is a party or threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, by or in the right of the Corporation, to procure a judgment in its
favor by reason of the fact that he, or the person whose legal representative he
is, is or was a shareholder, director, officer, employee or agent of the
Corporation, or is or was serving solely at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or enterprise, against expenses (including attorney fees)
actually and reasonably incurred by him in connection with such proceeding in
relation to matters as to which such person, or the person whose legal
representative his is, is finally adjudged not to have breached his duty to the
Corporation, or where the court, on application as provided in Section 6 hereof,
shall have determined that in view or all the circumstances such person is
fairly and reasonably entitled to be indemnified, and then for such amount as
the court shall determine. The Corporation shall not so indemnify any such
person for amounts paid to the Corporation, to a plaintiff or to counsel for a
plaintiff in settling or otherwise disposing of a proceeding, with or without
court approval; or for expenses incurred in defending a proceeding which is
settled or otherwise disposed of without court approval.
<PAGE>
SECTION 3. Determination of Right of Indemnification.
-----------------------------------------
The conclusion provided for in Section 1 hereof may be reached by any of the
following: (1) The Board of Directors of the Corporation by a consent in writing
signed by a majority of those directors who were not parties to such proceeding;
(2) independent legal counsel selected by a consent in writing signed by a
majority of those directors who were not parties to such proceeding; (3) in the
case of any employee or agent who is not an officer or director of the
Corporation, the Corporation's general counsel; or (4) the shareholders of the
Corporation by the affirmative vote of at least a majority of the voting power
of shares not owned by parties to such proceeding, represented at an annual or
special meeting of shareholders, duly called with notice of such purpose stated.
Such person shall also be entitled to apply to a court for such conclusion, upon
application as provided in Section 5 hereof, even though the conclusion reached
by any of the foregoing shall have been adverse to him or to the person whose
legal representative he is.
Insofar as indemnification for liability arising under the Securities Act of
1933 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 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.
REPRESENTATION AND UNDERTAKING
The Registrant and the Company hereby make the following representations and
undertakings:
(a) This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 (the "Act"). The Registrant and the Company elect to be
governed by Rule 6e-3(T)(b)(13)(i)(A) under the Act with respect to the Policies
described in the prospectus. The Policies are designed in such a way as to
qualify for the exemptive relief from various provisions of the Act afforded by
Rule 6e-3(T).
(b) The Company is relying on Paragraph (b)(13)(iii)(F) of Rule 6e-3(T) for the
deduction of the mortality and expense risk charges ("risk charges")assumed by
the Company under the Policies. The Company represents that the risk charges are
reasonable in relation to all of the risks assumed by the issuer under the
Policies. (Paragraph (b)(13)(iii)(F)(2)(ii)). Actuarial memoranda demonstrating
the reasonableness of these charges are maintained by the Company, and will be
made available to the Securities and Exchange Commission (the "Commission") on
request. (Paragraph (b)(13)(iii)(F)(3).
(c) The Company has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the separate account will benefit the
separate account and the contractholders and will keep and make available to the
Commission on request a memorandum setting forth the basis for this
representation. (Paragraph (b)(13)(iii)(F)(4)(ii)(A).
(d) The Company represents that the separate account will invest only in
management investment companies which have undertaken to have a board of
directors, a majority of whom are not interested persons of the company,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses. (Paragraph (b)(13)(iii)(F)(4)(ii)(B)(2).
(e) Pursuant to Rule 26(e) under the Act, the Company hereby represents that the
fees and charges deducted under the Policy described in the Prospectus, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Shelton, State of Connecticut, on the 13th day of
October, 2000.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
SEPARATE ACCOUNT F
(Registrant)
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Depositor)
<TABLE>
<S> <C> <C> <C> <C>
By: /s/ Lincoln R. Collins Attest: /s/ Kathleen A. Chapman
--------------------------------------- ---------------------------------------
Lincoln R. Collins, Senior Vice President Kathleen A. Chapman, Assistant Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
(Principal Executive Officer)
Wade A. Dokken* President and Chief Executive Officer, October 13, 2000
---------------
Wade A. Dokken Chairman of the Board and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Thomas M. Mazzaferro Executive Vice President and October 13, 2000
Thomas M. Mazzaferro Chief Financial Officer
/s/ David R. Monroe Senior Vice President, Treasurer October 13, 2000
David R. Monroe and Corporate Controller
(Board of Directors)
Patricia Abram*** Gordon C. Boronow* Malcolm M. Campbell*
----------------- ------------------ --------------------
Patricia Abram Gordon C. Boronow Malcolm M. Campbell
Wade A. Dokken* Y.K. Chan*** Lincoln R. Collins*
--------------- ------------ -------------------
Wade A. Dokken Y.K. Chan Lincoln R. Collins
Ian Kennedy*** Thomas M. Mazzaferro* Gunnar Moberg*
-------------- --------------------- --------------
Ian Kennedy Thomas M. Mazzaferro Gunnar Moberg
Christian Thwaites*** Bayard F. Tracy* Deborah G. Ullman***
--------------------- ---------------- --------------------
Christian Thwaites Bayard F. Tracy Deborah G. Ullman
Brett M. Winson**
-----------------
Brett M. Winson
</TABLE>
*/**/***By: /s/ Kathleen A. Chapman
Kathleen A. Chapman
[FN]
*Pursuant to Powers of Attorney previously filed with Initial Registration
Statement No. 333-25733
**Pursuant to Power of Attorney filed with Post-Effective Amendment No. 4
to Registration Statement No. 333-25733
***Pursuant to Powers of Attorney filed with Post-Effective Amendment No.
11 to Registration Statement No. 33-87010
</FN>
