Filed with the Securities and Exchange Commission on April 27, 1998
Registration No. 33-88362 Investment Company Act No. 811-8884
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-effective Amendment No. 3
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 3 SUB-ACCOUNTS)
(Exact Name of Registrant)
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Name of Depositor)
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 , TEL. #: (203) 926-1888
(Address of Depositor's Principal Executive Offices and
Depositor's Telephone Number
M. PRISCILLA PANNELL, CORPORATE SECRETARY
One Corporate Drive, Shelton, Connecticut 06484
(Name and Address of Agent for Service of Process)
Copy To:
JOHN T. BUCKLEY, ESQ.
WERNER & KENNEDY
1633 Broadway, New York, New York 10019 (212) 408-6900
Approximate Date of Proposed Sale to the Public:
May 1, 1998 or as soon as practicable after the effective date
of this Registration Statement.
It is proposed that this filing become effective: (check appropriate space) ___
immediately upon filing pursuant to paragraph (b) of Rule 485.
X on May 1, 1998 pursuant to paragraph (b) of Rule 485.
___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485.
___ on ___________ pursuant to paragraph (a)(i) of Rule 485.
___ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485.
___ on ___________ pursuant to paragraph (a)(ii) of Rule 485.
___ If checked, this post-effective amendment designates a new
effective date for a previously filed post-effective amendment.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit Price Fee
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American Skandia Life Assurance
Corporation Annuity Contracts Indefinite* Indefinite* $0
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*Pursuant to Rule 24f-2 of the Investment Company Act of 1940
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the Investment Company Act of
1940. The Rule 24f-2 Notice for Registrant's fiscal year 1997 was filed within
90 days of the close of the fiscal year.
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CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
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N-4 Item No. Prospectus Heading
1. Cover Page Cover Page
2. Definitions Definitions
3. Synopsis or Highlights Highlights
4. Condensed Financial Information (No condensed financial information - new Registrant),
Advertising
5. General Description of Registrant, Depositor Investment Options, Operations of the
and Portfolio Companies Separate Accounts, The Company
6. Deductions Charges Assessed or Assessable Against the Annuity, Charges Assessed
Against Assets, Charges of the Underlying Mutual Funds
7. General Description of Variable Annuity Contracts Purchasing Annuities, Rights, Benefits and
Services, Modifications
8. Annuity Period Annuity Payments
9. Death Benefit Death Benefit
10. Purchases and Contract Value Purchasing Annuities, Account Value and Surrender Value
11. Redemptions Distributions, Pricing of Transfers and Distributions, Deferral of Transactions
12. Taxes Certain Tax Considerations
13. Legal Proceedings Legal Proceedings
14. Table of Contents of the Statement of Additional Information Contents of the Statement of
Additional Information
SAI Heading
15. Cover Page Statement of Additional Information
16. Table of Contents Table of Contents
17. General Information and History General Information Regarding American
Skandia Life Assurance Corporation
18. Services Independent Auditors
19. Purchase of Securities Being Offered Noted in Prospectus under Breakpoints,
Exchange Contracts, Bank Drafting and Sale of the Annuities
20. Underwriters Principal Underwriter
(Continued)
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CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
N-4 Item No. SAI Headings
21. Calculation of Performance Data Calculation of Performance Data
22. Annuity Payments Noted in Prospectus under Annuity Payments
23. Financial Statements Noted in Prospectus under The Company
Part C Heading
24. Financial Statements and Exhibits Financial Statements
and Exhibits
25. Directors and Officers of the Depositor Noted in Prospectus under Executive
Officers and Directors
26. Persons Controlled by or Under Persons Controlled By or
Common Control with the Under Common Control with the
Depositor or Registrant Depositor or Registrant
27. Number of Contractowners Not applicable - new Registrant
28. Indemnification Indemnification
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Records Location of Accounts
and Records
31. Management Services Management Services
32. Undertakings Undertakings
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This Prospectus describes a type of annuity (the "Annuity") being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 3. Definitions applicable to this Prospectus are on Page 6.
The highlights of this offering are described beginning on Page 8. This
Prospectus contains a detailed discussion of matters you should consider before
purchasing this Annuity. A Statement of Additional Information has been filed
with the Securities and Exchange Commission and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on Page 48. The Annuity or certain of its investment options may not
be available in all jurisdictions. Various rights and benefits may differ
between jurisdictions to meet applicable laws and/or regulations.
A Purchase Payment for this Annuity is assessed any applicable tax charge (see
"Tax Charges"). It is then allocated to the investment options you select,
except in certain jurisdictions, where allocations of Purchase Payments we
receive during the "free-look" period that you direct to any Sub-accounts are
temporarily allocated to a money-market type Sub-account (see "Allocation of Net
Purchase Payments"). You may transfer Account Value between investment options
(see "Investment Options" and "Transfers"). Account Value may be distributed as
periodic annuity payments in a "payout phase". Such annuity payments can be
guaranteed for life (see "Annuity Payments"). During the "accumulation phase"
(the period before any payout phase), you may surrender the Annuity for its
Surrender Value or make withdrawals (see "Distributions"). Such distributions
may be subject to tax, including a tax penalty, and any applicable contingent
deferred sales charges (see "Contingent Deferred Sales Charge"). A death benefit
may be payable during the accumulation phase (see "Death Benefit").
Account Value in the variable investment options increases or decreases daily to
reflect investment performance and the deduction of charges, which may be
assessed against your Annuity, the assets or the underlying mutual fund. No
minimum amount is guaranteed (see "Account Value in the Sub-accounts"). The
variable investment options are Class 3 Sub-accounts of American Skandia Life
Assurance Corporation Variable Account B ("Separate Account B") (see "Separate
Accounts", "Separate Account B"). Each Sub-account invests exclusively in one
portfolio of an underlying mutual fund or in an underlying mutual fund. As of
the date of this Prospectus, the underlying mutual funds (and the portfolios of
such underlying mutual funds in which Sub-accounts offered pursuant to this
Prospectus invest) are: (a) Galaxy VIP Fund (portfolios - Money Market, Equity,
High Quality Bond, Asset Allocation, Growth and Income, Small Company Growth,
Columbia Real Estate Equity II, Columbia High Yield II); and (b) American
Skandia Trust (portfolios - Founders Capital Appreciation, INVESCO Equity
Income, T. Rowe Price International Equity, T. Rowe Price International Bond,
JanCap Growth, Neuberger&Berman Mid-Cap Value) (c) The Alger American Fund
(portfolio - MidCap Growth); and (d) Montgomery Variable Series (portfolio -
Emerging Markets).
In most jurisdictions, Account Value may be allocated to a fixed investment
option during the accumulation phase. Account Value so allocated earns a fixed
rate of interest for a specified period of time referred to as a Guarantee
Period. Guarantee Periods of different durations may be offered (see "Fixed
Investment Options"). Such an allocation and the interest earned is guaranteed
by us only if held to its Maturity Date, and, where required by law, the 30 days
prior to the Maturity Date. You are cautioned that with respect to the Fixed
Investment Options during the accumulation phase, we do not guarantee any
minimum amount, because the value may be increased or decreased by a market
value adjustment (see "Account Value of the Fixed Allocations"). Assets
supporting such allocations in the accumulation phase are held in American
Skandia Life Assurance Corporation Separate Account D ("Separate Account D")
(see "Separate Accounts" and "Separate Account D").
We guarantee fixed annuity payments. We also guarantee any adjustable annuity
payments we may make available (see "Annuity Payments").
(continued on Page 2)
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Annuities:
Are NOT FDIC insured, or insured by the Federal Reserve Board or any other
agency
Are NOT Obligations of Fleet Bank or its Affiliates
Are NOT guaranteed or endorsed by Fleet Bank or its Affiliates
DO involve risks, including possible loss of principal amount invested
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PLEASE
READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
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FOR FURTHER INFORMATION CALL 1-800-444-3970.
Prospectus Dated: May 1, 1998
Statement of Additional Information Dated: May 1, 1998
GA3-PROS (05/98)
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Taxes on gains during the accumulation phase may be deferred until you begin to
take distributions from your Annuity. Distributions before age 59 1/2 may be
subject to a tax penalty. In the payout phase, a portion of each annuity payment
may be treated as a return of your "investment in the contract" until it is
completely recovered. Transfers between investment options are not subject to
taxation. The Annuity may also qualify for special tax treatment under certain
sections of the Code, including, but not limited to, Sections 401, 403 or 408
(see "Certain Tax Considerations").
Broker-dealers or entities which may offer variable annuities without
registration as broker-dealers may offer Annuities to persons or entities who
have established an account with such broker-dealer or entity. Such eligible
persons or eligible entities also will be customers of one or more subsidiaries
of Fleet Financial Group, Inc. Fleet Investment Advisors Inc., one of the
investment advisers of one of the underlying mutual funds, is a subsidiary of
Fleet Financial Group, Inc. In certain cases, the broker-dealer may also be an
affiliate of one of the investment advisers of one of the underlying mutual
funds.
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TABLE OF CONTENTS
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DEFINITIONS........................................................................................................................6
HIGHLIGHTS.........................................................................................................................8
AVAILABLE INFORMATION.............................................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................................10
CONTRACT EXPENSE SUMMARY..........................................................................................................10
EXPENSE EXAMPLES..................................................................................................................11
CONDENSED FINANCIAL INFORMATION...................................................................................................14
Unit Prices And Numbers Of Units...............................................................................................14
Yields On Money Market Sub-account.............................................................................................15
INVESTMENT OPTIONS................................................................................................................15
Variable Investment Options....................................................................................................15
Fixed Investment Options.......................................................................................................16
OPERATIONS OF THE SEPARATE ACCOUNTS...............................................................................................17
Separate Accounts..............................................................................................................18
Separate Account B.............................................................................................................18
Separate Account D.............................................................................................................18
INSURANCE ASPECTS OF THE ANNUITY..................................................................................................19
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY................................................................................19
Contingent Deferred Sales Charge...............................................................................................19
Tax Charges....................................................................................................................20
Transfer Fee...................................................................................................................20
Allocation Of Annuity Charges..................................................................................................21
CHARGES ASSESSED AGAINST THE ASSETS...............................................................................................21
Administration Charge..........................................................................................................21
Mortality and Expense Risk Charges.............................................................................................21
CHARGES OF THE UNDERLYING MUTUAL FUNDS............................................................................................21
PURCHASING ANNUITIES..............................................................................................................21
Uses Of The Annuity............................................................................................................21
Application And Initial Payment................................................................................................22
Exchange Contracts.............................................................................................................22
Bank Drafting..................................................................................................................24
Periodic Purchase Payments.....................................................................................................24
Right to Return the Annuity....................................................................................................24
Allocation of Net Purchase Payments............................................................................................24
Balanced Investment Program....................................................................................................24
Participant, Annuitant and Beneficiary Designations............................................................................25
ACCOUNT VALUE AND SURRENDER VALUE.................................................................................................25
Account Value in the Sub-accounts..............................................................................................25
Account Value of the Fixed Allocations.........................................................................................26
RIGHTS, BENEFITS AND SERVICES.....................................................................................................27
Additional Purchase Payments...................................................................................................27
Changing Revocable Designations................................................................................................27
Allocation Rules...............................................................................................................28
Transfers......................................................................................................................28
Renewals.....................................................................................................................29
Dollar Cost Averaging........................................................................................................29
Distributions..................................................................................................................30
Surrender......................................................................................................................30
Medically-Related Surrender....................................................................................................30
Free Withdrawals...............................................................................................................30
Partial Withdrawals............................................................................................................31
Systematic Withdrawals.........................................................................................................31
Minimum Distributions..........................................................................................................32
Death Benefit..................................................................................................................32
Annuity Payments...............................................................................................................33
Qualified Plan Withdrawal Limitations..........................................................................................34
Pricing of Transfers and Distributions.........................................................................................35
Voting Rights..................................................................................................................35
Transfers, Assignments or Pledges..............................................................................................35
Reports to You.................................................................................................................36
SALE OF THE ANNUITIES.............................................................................................................36
Distribution...................................................................................................................36
Advertising....................................................................................................................36
CERTAIN TAX CONSIDERATIONS........................................................................................................37
Our Tax Considerations.........................................................................................................37
Tax Considerations Relating to Your Annuity....................................................................................37
Non-natural Persons............................................................................................................37
Natural Persons................................................................................................................37
Distributions..................................................................................................................37
Loans, Assignments and Pledges.................................................................................................38
Gifts..........................................................................................................................38
Penalty on Distributions.......................................................................................................38
Annuity Payments...............................................................................................................39
Tax Free Exchanges.............................................................................................................39
Transfers Between Investment Options...........................................................................................39
Estate and Gift Tax Considerations.............................................................................................39
Generation-Skipping Transfers..................................................................................................39
Diversification................................................................................................................39
Federal Income Tax Withholding.................................................................................................39
Tax Considerations When Using Annuities in Conjunction with Qualified Plans....................................................40
Individual Retirement Programs.................................................................................................40
Tax Sheltered Annuities........................................................................................................40
Corporate Pension and Profit-sharing Plans.....................................................................................40
H.R. 10 Plans..................................................................................................................40
Tax Treatment of Distributions from Qualified Annuities........................................................................40
Section 457 Plans..............................................................................................................41
OTHER MATTERS.....................................................................................................................41
Deferral of Transactions.......................................................................................................41
Resolving Material Conflicts...................................................................................................41
Modification...................................................................................................................41
Misstatement of Age or Sex.....................................................................................................42
Ending the Offer...............................................................................................................42
Indemnification................................................................................................................42
Legal Proceedings..............................................................................................................42
THE COMPANY.......................................................................................................................42
Lines of Business..............................................................................................................42
Selected Financial Data........................................................................................................42
Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................43
Reserves.......................................................................................................................46
Competition....................................................................................................................46
Employees......................................................................................................................46
Regulation.....................................................................................................................46
Executive Officers and Directors...............................................................................................47
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...............................................................................49
FINANCIAL STATEMENTS..............................................................................................................49
APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION..................................................50
APPENDIX B SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES.......................50
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DEFINITIONS: The following are key terms used in this Prospectus. Other terms
are defined in this Prospectus as they appear.
ACCOUNT VALUE is the value of each allocation to a Sub-account or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions and charges thereon, before assessment of any applicable
contingent deferred sales charge and/or any applicable maintenance fee. Account
Value is determined separately for each Sub-account and for each Fixed
Allocation, and then totaled to determine Account Value for your entire Annuity.
Account Value of each Fixed Allocation on other than such Fixed Allocation's
Maturity Date may be calculated using a market value adjustment.
ANNUITANT is the person upon whose life your Annuity is written.
ANNUITY is the type of annuity being offered pursuant to this Prospectus. It is
also, if issued, your individual Annuity, or with respect to a group Annuity,
the certificate evidencing your participation in a group Annuity. It also
represents an account we set up and maintain to track our obligations to you.
ANNUITY DATE is the date annuity payments are to commence.
ANNUITY YEARS are continuous 12-month periods commencing on the Issue Date and
each anniversary of the Issue Date.
APPLICATION is the enrollment form or application form we may require you to
submit for an Annuity.
BENEFICIARY is a person designated as the recipient of the death benefit.
CODE is the Internal Revenue Code of 1986, as amended from time to time.
CONTINGENT ANNUITANT is the person named to become the Annuitant on the
Annuitant's death prior to the Annuity Date.
CURRENT RATES are the interest rates we offer to credit to Fixed Allocations for
the duration of newly beginning Guarantee Periods under this Annuity. Current
Rates are contained in a schedule of rates established by us from time to time
for the Guarantee Periods then being offered. We may establish different
schedules for different classes and for different annuities.
FIXED ALLOCATION is an allocation of Account Value that is to be credited a
fixed rate of interest for a specified Guarantee Period during the accumulation
phase and is to be supported by assets in Separate Account D.
GUARANTEE PERIOD is a period of time during the accumulation phase during which
we credit a fixed rate of interest on a Fixed Allocation.
IN WRITING is in a written form satisfactory to us and filed at the Office.
INTERIM VALUE is, as of any particular date, the initial value of a Fixed
Allocation plus all interest credited thereon, less the sum of all previous
transfers and withdrawals of any type from such Fixed Allocation of such Interim
Value and interest thereon from the date of each withdrawal or transfer.
ISSUE DATE is the effective date of your Annuity.
MVA is a market value adjustment used in the determination of Account Value of
each Fixed Allocation as of a date other than such Fixed Allocation's Maturity
Date, and, where required by law, the 30 days prior to the Maturity Date.
MATURITY DATE is the last day in a Guarantee Period.
MINIMUM DISTRIBUTIONS are a specific type of Systematic Withdrawal such that the
amounts payable are not less than the minimum amounts that must be distributed
each year from an Annuity if used in relation to certain qualified plans under
the Code.
NET PURCHASE PAYMENT is a Purchase Payment less any applicable charge for taxes.
OFFICE is our business office, American Skandia Life Assurance Corporation, One
Corporate Drive, P.O. Box 883, Shelton, Connecticut 06484.
PARTICIPANT is either an eligible entity or person named as having ownership
rights in relation to an Annuity issued as a certificate evidencing interest in
a group annuity contract. An Annuity may be issued as an individual contract. If
so, the rights, benefits and requirements of and the events relating to a
Participant, as described in this Prospectus, will be the rights, benefits and
requirements of and events relating to the person or entity designated as the
owner in such contract.
PURCHASE PAYMENT is a cash consideration you give to us for certain rights,
privileges and benefits provided under an Annuity according to its terms.
SUB-ACCOUNT is a division of Separate Account B. We use Sub-accounts to
calculate variable benefits under this Annuity.
SURRENDER VALUE is the value of your Annuity available upon surrender prior to
the Annuity Date. It equals the Account Value as of the date we price the
surrender less any applicable contingent deferred sales charge and any
applicable maintenance fee.
SYSTEMATIC WITHDRAWAL is one of a plan of periodic withdrawals of Surrender
Value during the accumulation phase. Such a plan is subject to our rules.
UNIT is a measure used to calculate your Account Value in a Sub-account prior to
the Annuity Date.
UNIT PRICE is used for calculating: (a) the number of Units allocated to a
Sub-account; and (b) the value of transactions into or out of a Sub-account or
benefits based on Account Value in a Sub-account prior to the Annuity Date. Each
Sub-account has its own Unit Price which will vary each Valuation Period to
reflect the investment experience of that Sub-account.
VALUATION DAY is every day the New York Stock Exchange is open for trading or
any other day that the Securities and Exchange Commission requires mutual funds
or unit investment trusts to be valued.
VALUATION PERIOD is the period of time between the close of business of the New
York Stock Exchange on successive Valuation Days.
"We", "us", "our" or "the Company" means American Skandia Life Assurance
Corporation.
"You" or "your" means the Participant.
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HIGHLIGHTS: The following are only the highlights of the Annuity being offered
pursuant to this Prospectus. A more detailed description follows these
highlights.
(1) Investment Options: We currently offer multiple variable and, in
most jurisdictions, fixed investment options.
During the accumulation phase, we currently offer a number of variable
investment options. Each of these investment options is a Class 3 Sub-account of
Separate Account B. Each Sub-account invests exclusively in one underlying
mutual fund, or a portfolio of an underlying mutual fund. The underlying mutual
fund portfolios are managed by various investment advisers, and in certain
cases, various sub-advisers. A short description of the investment objectives
and policies is found in Appendix B. Certain variable investment options may not
be available in all jurisdictions.
As of the date of this Prospectus, the underlying mutual funds (and the
portfolios of such underlying mutual funds in which Sub-accounts offered
pursuant to this Prospectus invest) are: (a) Galaxy VIP Fund (portfolios - Money
Market, Equity, High Quality Bond, Asset Allocation, Growth and Income, Small
Company Growth, Columbia Real Estate Equity II, Columbia High Yield II); (b)
American Skandia Trust (portfolios - Founders Capital Appreciation, INVESCO
Equity Income, T. Rowe Price International Equity, T. Rowe Price International
Bond, JanCap Growth, Neuberger&Berman Mid-Cap Value); (c) The Alger American
Fund (portfolio - MidCap Growth); and (d) Montgomery Variable Series (portfolio
- - Emerging Markets).
In most jurisdictions, we also offer the option during the accumulation phase of
earning one or more fixed rates of interest on all or a portion of your Account
Value. As of the date of this Prospectus, we offered the option to make
allocations at interest rates that could be guaranteed for 1, 2, 3, 5, 7 and 10
years. Each such Fixed Allocation earns the fixed interest rate applicable as of
the date of such allocation. The interest rate credited to a Fixed Allocation
does not change during its Guarantee Period. You may maintain multiple Fixed
Allocations. From time-to-time we declare Current Rates for Fixed Allocations
beginning a new Guarantee Period. The rates we declare are subject to a minimum,
but we may declare higher rates. The minimum is determined in relation to an
index that we do not control.
The end of a Guarantee Period for a specific Fixed Allocation is called its
Maturity Date. At that time, the Guarantee Period normally "renews" and we begin
crediting interest for a new Guarantee Period lasting the same amount of time as
the one just ended. That Fixed Allocation then earns interest during the new
Guarantee Period at a rate that is not less than the one then being earned by
Fixed Allocations for that Guarantee Period by new Annuity purchasers in the
same class. You may choose a Guarantee Period from among those we are currently
making available or you may transfer that Account Value to a variable
Sub-account.
In the payout phase, you may elect fixed annuity payments based on our then
current annuity rates. We also may make available adjustable annuity rates.
For more information, see the section entitled Investment Options, including the
following subsections: (a) Variable Investment Options; and (b) Fixed Investment
Options.
(2) Operations of the Separate Accounts: In the accumulation phase, the
assets supporting guarantees we make in relation to Fixed Allocations are held
in our Separate Account D. This is a "non-unitized" separate account. However,
values and benefits calculated on the basis of Fixed Allocations are guaranteed
by our general account. In the payout phase, fixed annuity payments and any
adjustable annuity payments we may make available are also guaranteed by our
general account, but the assets supporting such payments are not held in
Separate Account D.
In the accumulation phase, the assets supporting the Account Values maintained
in the Sub-accounts are held in our Separate Account B. These are Class 3
Sub-accounts of Separate Account B. Values and benefits based on these
Sub-accounts are not guaranteed and will vary with the investment performance of
the underlying mutual funds or fund portfolios, as applicable.
For more information, see the section entitled Operations of the Separate
Accounts, including the following subsections: (a) Separate Accounts; (b)
Separate Account B and (c) Separate Account D.
(3) Insurance Aspects of the Annuity: There are insurance risks which
we bear in relation to the Annuity. For more information, see the section
entitled Insurance Aspects of the Annuity.
(4) Charges Assessed or Assessable Against the Annuity: The Annuity
charges which are assessed or may be assessable under certain circumstances are
the contingent deferred sales charge, the maintenance fee, a charge for taxes
and a transfer fee. These charges are allocated according to our rules. We may
also charge for certain special services. For more information, see the section
entitled Charges Assessed or Assessable Against the Annuity, including the
following subsections: (a) Contingent Deferred Sales Charge; (b) Maintenance
Fee; (c) Tax Charges; (d) Transfer Fee; and (e) Allocation of Annuity Charges.
(5) Charges Assessed Against the Assets: The charges assessed against
assets in the Sub-accounts are the administration charge and the mortality and
expense risk charges. Such charges are not deducted from the assets supporting
Fixed Allocations. For more information, see the section entitled Charges
Assessed Against the Assets, including the following subsections: (a)
Administration Charge; and (b) Mortality and Expense Risk Charges.
(6) Charges of the Underlying Mutual Funds: Each underlying mutual fund
assesses various charges, including charges for investment management and
investment advisory fees. These charges generally differ between portfolios
within the same underlying mutual fund. You will find additional details in each
fund prospectus and its statement of additional information.
(7) Purchasing Annuities: Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special treatment under the Code. We may require a properly completed
Application, an acceptable Purchase Payment, and any other materials under our
underwriting rules before we agree to issue an Annuity. We may offer special
programs in relation to Annuities obtained as an exchange of a contract issued
by an insurer not affiliated with us. You have the right to return an Annuity
within a "free-look" period if you are not satisfied with it. In most
jurisdictions, the initial Purchase Payment and any Purchase Payments received
during the "free-look" period are allocated according to your instructions. In
jurisdictions that require a "free-look" provision such that, if the Annuity is
returned under that provision, we must return at least your Purchase Payments
less any withdrawals, we temporarily allocate such Purchase Payments to the GAL
Money Market 3 Sub-account. Where permitted by law in such jurisdictions, we
will allocate such Purchase Payments according to your instructions, without any
temporary allocation to the GAL Money Market 3 Sub-account, if you execute a
return waiver. We offer a balanced investment program in relation to your
initial Purchase Payment. Certain designations must be made, including a
Participant and an Annuitant. You may also make certain other designations that
apply to the Annuity if issued. These designations include, a contingent
Participant, a Contingent Annuitant (Contingents Annuitants may be required in
conjunction with certain uses of the Annuity), a Beneficiary, and a contingent
Beneficiary. See the section entitled Purchasing Annuities, including the
following subsections: (a) Uses of the Annuity; (b) Application and Initial
Payment; (c) Exchange Contracts; (d) Bank Drafting; (e) Periodic Purchase
Payments; (f) Right to Return the Annuity; (g) Allocation of Net Purchase
Payments; (h) Balanced Investment Program; and (i) Participant, Annuitant and
Beneficiary Designations.
(8) Account Value and Surrender Value: In the accumulation phase your
Annuity has an Account Value. Your total Account Value as of a particular date
is the sum of your Account Value in each Sub-account and in each Fixed
Allocation. Surrender Value is the Account Value less any applicable contingent
deferred sales charge and any applicable maintenance fee. To determine your
Account Value in each Sub-account we multiply the Unit Price as of the Valuation
Period for which the calculation is being made times the number of Units
attributable to you in that Sub-account as of that Valuation Period. We also
determine your Account Value separately for each Fixed Allocation. A Fixed
Allocation's Account Value as of a particular date is determined by multiplying
its then current Interim Value times the MVA. No MVA applies to a Fixed
Allocation as of its Maturity Date and, where required by law, the 30 days prior
to the Maturity Date. For more information, see the section entitled Account
Value and Surrender Value, including the following subsections: (a) Account
Value in the Sub-accounts; and (b) Account Value of Fixed Allocations.
(9) Rights, Benefits and Services: You have a number of rights and
benefits under an Annuity once issued. We also currently provide a number of
services to Participants. These rights, benefits and services are subject to a
number of rules and conditions. These rights, benefits and services include, but
are not limited to, those described in this Prospectus. We accept additional
Purchase Payments during the accumulation phase. You may use bank drafting to
make Purchase Payments. We support certain Periodic Purchase Payment programs
subject to our rules. You may change revocable designations. You may transfer
Account Values between investment options. Transfers in excess of 12 per Annuity
Year are subject to a fee. We offer dollar cost averaging during the
accumulation phase. During the accumulation phase, surrender, free withdrawals
and partial withdrawals are available, as are medically-related surrenders under
which the contingent deferred sales charge is waived under specified
circumstances. In the accumulation phase we offer Systematic Withdrawals and,
for Annuities used in qualified plans, Minimum Distributions. We offer fixed
annuity options, and may offer adjustable annuity options, that can guarantee
payments for life. In the accumulation phase, a death benefit may be payable.
You may transfer or assign your Annuity unless such rights are limited in
conjunction with certain uses of the Annuity. You may exercise certain voting
rights in relation to the underlying mutual fund portfolios in which the
Sub-accounts invest. You have the right to receive certain reports periodically.
For additional information, see the section entitled Rights, Benefits and
Services including the following subsections: (a) Additional Purchase Payments;
(b) Changing Revocable Designations; (c) Allocation Rules; (d) Transfers; (e)
Renewals; (f) Dollar Cost Averaging; (g) Distributions (including: (i)
Surrender; (ii) Medically-Related Surrender; (iii) Free Withdrawals; (iv)
Partial Withdrawals; (v) Systematic Withdrawals; (vi) Minimum Distributions;
(vii) Death Benefit; (viii) Annuity Payments; and (ix) Qualified Plan Withdrawal
Limitations); (h) Pricing of Transfers and Distributions (i) Voting Rights; (j)
Transfers, Assignments and Pledges; and (k) Reports to You.
(10) The Company: American Skandia Life Assurance Corporation is a
wholly owned subsidiary of American Skandia Investment Holding Corporation,
whose indirect parent is Skandia Insurance Company Ltd. Skandia Insurance
Company Ltd. is a Swedish company that holds a number of insurance companies in
many countries. The predecessor to Skandia Insurance Company Ltd. commenced
operations in 1855. For more information, see the section entitled The Company
and the following subsections: (a) Lines of Business; (b) Selected Financial
Data; (c) Management's Discussion and Analysis of Financial Condition and
Results of Operations (including: (i) Results of Operations; (ii) Liquidity and
Capital Resources; and (iii) Segment Information); (d) Reinsurance; (e)
Reserves; (f) Competition; (g) Employees; (h) Regulation; and (i) Executive
Officers and Directors.
AVAILABLE INFORMATION: A Statement of Additional Information is available from
us without charge upon request by filling in the coupon at the end of this
Prospectus and sending it (or a written request) to American Skandia Life
Assurance Corporation, Galaxy Annuity Customer Service, P.O. Box 883, Shelton,
CT 06484. You also may forward such a request electronically to our Customer
Service Department or call us at 1-800-752-6342. Our electronic mail address is
[email protected]. It includes further information, as described in
the section of this Prospectus entitled "Contents of the Statement of Additional
Information". This Prospectus is part of the registration statements we filed
with the Securities and Exchange Commission ("SEC") regarding this offering.
Additional information on us and this offering is available in those
registration statements and the exhibits thereto. You may obtain copies of these
materials at the prescribed rates from the SEC's Public Reference Section, 450
Fifth Street N.W., Washington, D.C., 20549. You may inspect and copy those
registration statements and the exhibits thereto at the SEC's public reference
facilities at the above address, Rm. 1024, and at the SEC's Regional Offices, 7
World Trade Center, New York, NY, and the Everett McKinley Dirksen Building, 219
South Dearborn Street, Chicago, IL. These documents, as well as documents
incorporated by reference, may also be obtained through the SEC's Internet
Website (http://www.sec.gov) for this registration statement as well as for
other registrants that file electronically with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE: The Annual Report on Form 10-K
for the year ended December 31, 1997 previously filed by the Company with the
SEC under the Securities Exchange Act of 1934 is incorporated by reference in
this Prospectus.
To the extent and only to the extent that any statement in a document
incorporated by reference into this Prospectus is modified or superseded by a
statement in this Prospectus or in a later-filed document, such statement is
hereby deemed so modified or superseded and not part of this Prospectus.
We furnish you without charge a copy of any or all of the documents incorporated
by reference in this Prospectus, including any exhibits to such documents which
have been specifically incorporated by reference. We do so upon receipt of your
written or oral request. Please address your request to American Skandia Life
Assurance Corporation, Attention: Galaxy Annuity Customer Service, P.O. Box 883,
Shelton, Connecticut, 06484. Our phone number is 1-800-444-3970. Our electronic
mail address is [email protected].
CONTRACT EXPENSE SUMMARY: The summary provided below includes information
regarding the expenses for your Annuity, for the Sub-accounts and for the
underlying mutual fund portfolios. The only expense applicable if you allocate
all your Account Value to Fixed Allocations would be the contingent deferred
sales charge. More detail regarding the expenses of the underlying mutual fund
and their portfolios may be found either in the prospectuses for such mutual
funds or in the annual reports of such mutual funds. The expenses of our
Sub-accounts (not those of the underlying mutual fund portfolios in which our
Sub-accounts invest) are the same no matter which Sub-account you choose.
Therefore, these expenses are only shown once below. In certain states, premium
taxes may be applicable.
<TABLE>
<CAPTION>
Your Transaction Expenses
<S> <C> <C> <C> <C> <C>
Contingent Deferred Sales Charge, as a Year 1 - 4.0%; year 2 -3.0%; year 3- 2.0%; year 4 - 1.0%
percentage of Purchase Payments liquidated and year 5 and thereafter - 0% of each Purchase
Payment as measured from the date it
was allocated to Account Value
Annual Maintenance Fee Smaller of $35 or 2% of Account Value, applicable
only if at the Valuation Period such fee is payable,
the Account Value of the Annuity is less then $50,000
Tax Charges Dependent on the requirements of the applicable jurisdiction.
Transfer Fee $10 for each transfer after the twelfth in any Annuity Year
</TABLE>
Annual Expenses of the Sub-accounts (as a percentage of average daily net
assets)
Mortality and Expense Risk Charges 0.85%
Administration Charge 0.15%
-----
Total Annual Expenses of the Sub-accounts 1.00%
Underlying Mutual Fund Portfolio Annual Expenses (as a percentage of average net
assets)
Unless otherwise indicated, the expenses shown below are for the year ending
December 31, 1997. "N/A" indicates that no entity has agreed to reimburse the
particular expense indicated. The expenses of the portfolios either are
currently being partially reimbursed or may be partially reimbursed in the
future. Management Fees, Other Expenses and Total Annual Expenses are provided
on both a reimbursed and not reimbursed basis, if applicable. See the
prospectuses or statements of additional information of the underlying mutual
funds for details.
<TABLE>
<CAPTION>
Total Total
Annual Annual
Management Management Other Other Expenses Expenses
Fee Fee Expenses Expenses after any without any
after any without any after any without any applicable applicable
Portfolio: voluntary voluntary applicable applicable waiver or waiver or
waiver waiver reimbursement reimbursement reimbursement reimbursement
- ------------------------------------------------------------------------------------------------------------------------------------
The Galaxy VIP Fund
<S> <C> <C> <C> <C> <C> <C>
Money Market 0.15% 0.40% 0.52% 0.72% 0.67% 1.12%
Equity N/A 0.75% 0.33% N/A 1.08% 1.08%
High Quality Bond 0.15% 0.55% 0.62% 0.89% 0.77% 1.44%
Asset Allocation N/A 0.75% 0.44% 0.50% 1.19% 1.25%
Growth and Income(1) N/A 0.75% 0.75% 0.89% 1.50% 1.64%
Small Company Growth(1) N/A 0.75% 0.85% 0.97% 1.60% 1.72%
Columbia Real Estate Equity II(1) N/A 0.75% 0.95% 1.08% 1.70% 1.83%
Columbia High Yield II(1) N/A 0.60% 1.00% 1.08% 1.60% 1.68%
American Skandia Trust
T. Rowe Price Int'l Equity N/A 1.00% N/A 0.26% N/A 1.26%
T. Rowe Price Int'l Bond N/A 0.80% N/A 0.31% N/A 1.11%
Founders Capital Appreciation N/A 0.90% N/A 0.23% N/A 1.13%
INVESCO Equity Income N/A 0.75% N/A 0.20% N/A 0.95%
Neuberger&Berman Mid-Cap Value(2) N/A 0.90% N/A 0.25% N/A 1.15%
JanCap Growth 0.88% 0.90% N/A 0.18% 1.06% 1.08%
The Alger American Fund
MidCap Growth N/A 0.80% N/A 0.04% N/A 0.84%
Montgomery Variable Series
Emerging Markets N/A 1.25% 0.50% 0.56% 1.75% 1.81%
</TABLE>
(1) These portfolios commenced operations on March 2, 1998, therefore expenses
shown are estimated and annualized and should not be considered representative
of future expenses; actual expenses may be greater than shown.
(2) Prior to May 1, 1998, the Investment Manager had engaged Federated
Investment Counseling as Sub-advisor for the Portfolio (formerly, the Federated
Utility Income portfolio), for a total Investment Management fee payable at the
annual rate of .75% of the first $50 million of the average daily net assets of
the Portfolio, plus .60% of the Portfolio's average daily net assets in excess
of $50 million. As of May 1, 1998, the Investment Manager engaged
Neuberger&Berman Management Incorporated as Sub-advisor for the Portfolio, for a
total Investment Management fee payable at the annual rate of 0.90% of the first
$1 billion of the average daily net assets of the Portfolio plus .85% of the
Portfolio's average daily net assets in excess of $1 billion. The Management Fee
in the above chart reflects the current Investment Management fee payable to the
Investment Manager.
The underlying mutual fund portfolio information was provided by the underlying
mutual funds. The Company has not independently verified such information.
The purpose of the above table is to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Portfolio(s).
EXPENSE EXAMPLES: The examples which follow are designed to assist you in
understanding the various costs and expenses you will bear directly or
indirectly if you maintain Account Value in the Sub-accounts. The examples
reflect expenses of our Sub-accounts, as well as those of the underlying mutual
fund portfolios.
The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts; (b) fees and expenses remain constant; (c) there are no
withdrawals of Account Value during the period shown; (d) there are no transfers
subject to a fee during the period shown; (e) no tax charge applies; and (f) the
expenses throughout the period for the underlying mutual fund portfolios will be
the lower of the expenses without any applicable reimbursement or expenses after
any applicable reimbursement, as shown above in the section entitled Contract
Expense Summary.
THE EXAMPLES ARE ILLUSTRATIVE ONLY - THEY SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING MUTUAL FUND
PORTFOLIOS - ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
Sub-accounts are referred to below by their specific names.
<TABLE>
<CAPTION>
Examples (amounts shown are rounded to the nearest dollar)
If you surrender your Annuity at the end
of the applicable time period, and your If you do not surrender your Annuity at
Account Value is $50,000 or higher, so the end of the applicable time period
that the maintenance fee does not or begin taking annuity payments at such
apply, you would pay the following time, and your Account Value is $50,000
expenses on a $1,000 investment, or higher, so that the maintenance fee
assuming 5% annual return on assets: does not apply, you would pay the
following expenses on a $1,000 investment,
assuming 5% annual return on assets:
Sub-accounts After: After:
1 yr. 3 yrs. 5 yrs. 10 yrs. 1 yr. 3 yrs. 5 yrs. 10 yrs.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GAL Money Market 3 57 73 91 198 17 53 91 198
GAL Equity 3 61 86 113 242 21 66 113 242
GAL High Quality Bond 3 58 76 96 208 18 56 96 208
GAL Asset Allocation 3 62 89 118 254 22 69 118 254
GAL Growth and Income 3 66 99 134 285 26 79 134 285
GAL Small Company Growth 3 67 102 140 296 27 82 140 296
GAL Columbia Real Estate Equity II 3 68 105 145 306 28 85 145 306
GAL Columbia High Yield II 3 67 102 140 296 27 82 140 296
Founders Capital Appreciation 3 62 87 115 247 22 67 115 247
INVESCO Equity Income 3 60 82 106 228 20 62 106 228
T. Rowe Price International Equity 3 63 91 122 260 23 71 122 260
T. Rowe Price International Bond 3 62 87 114 245 22 67 114 245
JanCap Growth 3 61 85 112 240 21 65 112 240
N&B Mid-Cap Value 3 62 88 117 250 22 68 117 250
AA MidCap Growth 3 59 78 100 217 19 58 100 217
MV Emerging Markets 3 68 106 147 310 28 86 147 310
</TABLE>
<TABLE>
<CAPTION>
If you surrender your Annuity at the If you do not surrender your Annuity
end of the applicable time period, and at the end of the applicable time
your Account Value is lower than period or begin taking annuity
$50,000, so that the maintenance fee payments at such time, and your
applies, you would pay the following Account Value is lower than $50,000,
expenses on a $1,000 investment, so that the maintenance fee applies,
assuming 5% annual return on assets: you would pay the following expenses
on a $1,000 investment, assuming 5%
annual return on assets:
Sub-accounts After: After:
1 yr. 3 yrs. 5 yrs. 10 yrs. 1 yr. 3 yrs. 5 yrs. 10 yrs.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GAL Money Market 3 59 79 101 216 19 59 101 216
GAL Equity 3 63 91 122 260 23 71 122 260
GAL High Quality Bond 3 60 82 106 228 20 62 106 228
GAL Asset Allocation 3 64 95 128 271 24 75 128 271
GAL Growth and Income 3 68 105 144 303 28 85 144 303
GAL Small Company Growth 3 69 108 149 313 29 88 149 313
GAL Columbia Real Estate Equity II 3 70 111 154 323 30 91 154 323
GAL Columbia High Yield II 3 69 108 149 313 29 88 149 313
Founders Capital Appreciation 3 64 93 125 265 24 73 125 265
INVESCO Equity Income 3 62 88 116 248 22 68 116 248
T. Rowe Price International Equity 3 65 97 131 278 25 77 131 278
T. Rowe Price International Bond 3 64 93 124 264 24 73 124 264
JanCap Growth 3 63 91 121 258 23 71 121 258
N&B Mid-Cap Value 3 64 94 126 268 24 74 126 268
AA MidCap Growth 3 61 84 110 235 21 64 110 235
MV Emerging Markets 3 70 112 156 327 30 92 156 327
</TABLE>
CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts that commenced operations prior to January 1, 1998 are shown below,
as is yield information on the GAL Money Market Sub-account. Some of these
Sub-accounts were available during the periods shown as investment options for
other variable annuities we offer pursuant to different prospectuses. The
charges assessed against the Sub-accounts under the terms of those other
variable annuities are the same as the charges assessed against such
Sub-accounts under the Annuity offered pursuant to this Prospectus.
Unit Prices And Numbers Of Units: The following table shows: (a) the
Unit Price as of the dates shown for Units in each of the Class 3 Sub-accounts
of Separate Account B that commenced operations prior to January 1, 1998 and are
being offered pursuant to this Prospectus or which we offer pursuant to certain
other prospectuses; and (b) the number of Units outstanding in each such
Sub-account as of the dates shown. The year in which operations commenced in
each such Sub-account is noted in parentheses. The portfolios in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced operations. The initial offering price for
each Sub-account was $10.00.
<TABLE>
<CAPTION>
Sub-account and the Year Sub-account Operations Commenced
GAL GAL GAL
Money GAL High Quality Asset
Market 3 Equity 3 Bond 3 Allocation 3
(1995) (1995) (1995) (1995)
------ ------ ------ ------
No. of Units
<S> <C> <C> <C> <C>
as of 12/31/97 481,900 1,614,134 449,406 1,518,788
as of 12/31/96 438,416 844,454 241,376 595,541
as of 12/31/95 290,495 205,306 94,895 199,741
Unit Price
as of 12/31/97 $11.10 $17.31 $12.38 $15.58
as of 12/31/96 10.68 13.69 11.43 13.22
as of 12/31/95 10.29 11.38 11.32 11.62
</TABLE>
<TABLE>
<CAPTION>
Sub-account and the Year Sub-account Operations Commenced
T. Rowe T. Rowe
Price Price Founders INVESCO
International International Capital Equity
Bond 3 Equity 3 Appreciation 3 Income 3
(1995) (1995) (1995) (1995)
------ ------ ------ ------
No. of Units
<S> <C> <C> <C> <C>
as of 12/31/97 101,883 934,595 1,159,570 1,112,336
as of 12/31/96 56,657 783,865 861,999 645,296
as of 12/31/95 24,422 265,448 203,315 155,507
Unit Price
as of 12/31/97 $10.69 $12.12 $15.19 $16.58
as of 12/31/96 11.18 12.08 14.48 13.58
as of 12/31/95 10.66 10.69 12.18 11.71
</TABLE>
<TABLE>
<CAPTION>
N&B AA MV
JanCap Mid-Cap MidCap Emerging
Growth 3 Value1 3 Growth 3 Markets 3
(1995) (1995) (1995) (1996)
------ ------ ------ ------
No. of Units
<S> <C> <C> <C> <C>
as of 12/31/97 386,637 37,213 146,230 64,010
as of 12/31/96 252,967 19,077 142,950 37,227
as of 12/31/95 68,509 8,260 50,878 0
Unit Price
as of 12/31/97 $20.31 $16.21 $16.23 $10.12
as of 12/31/96 15.95 12.95 14.25 10.28
as of 12/31/95 12.55 11.73 12.87 0
</TABLE>
1 The Neuberger&Berman Mid-Cap Value Portfolio was formerly called the Federated
Utility Income Portfolio. The portfolio name, investment objective and policies
was changed pursuant to a shareholder vote on April 29, 1998.
The financial statements of the Sub-accounts being offered to you are found in
the Statement of Additional Information.
Yields On Money Market Sub-account: Shown below are the current and
effective yields for a hypothetical contract. The yield is calculated based on
the performance of the GAL Money Market 3 Sub-account during the last seven days
of the calendar year ending prior to the date of this Prospectus. At the
beginning of the seven day period, the hypothetical contract had a balance of
one Unit. The current and effective yields reflect the recurring charges against
the Sub-account. Please note that current and effective yield information will
fluctuate. This information may not provide a basis for comparisons with
deposits in banks or other institutions which pay a fixed yield over a stated
period of time, or with investment companies which do not serve as underlying
funds for variable annuities.
Sub-account Current Yield Effective Yield
GAL Money Market 3 4.07% 4.16%
INVESTMENT OPTIONS: We offer a range of variable and fixed options as ways to
invest your Account Value.
Variable Investment Options: During the accumulation phase, we offer a
number of Sub-accounts as variable investment options. These are all Class 3
Sub-accounts of Separate Account B. Each of these Sub-accounts invests
exclusively in one underlying mutual fund, or a portfolio of an underlying
mutual fund. As of the date of this Prospectus, our Sub-accounts and the
underlying mutual funds or portfolios in which they invest are as follows:
<TABLE>
<CAPTION>
Underlying Mutual Fund: The Galaxy VIP Fund
Sub-account Underlying Mutual Fund Portfolio
<S> <C> <C> <C> <C>
GAL Money Market 3 Money Market Portfolio
GAL Equity 3 Equity Portfolio
GAL High Quality Bond 3 High Quality Bond Portfolio
GAL Asset Allocation 3 Asset Allocation Portfolio
GAL Growth and Income 3 Growth and Income
GAL Small Company Growth 3 Small Company Growth
GAL Columbia Real Estate Equity II 3 Columbia Real Estate Equity II
GAL Columbia High Yield II 3 Columbia High Yield II
Underlying Mutual Fund: American Skandia Trust
Sub-account Underlying Mutual Fund Portfolio
Founders Capital Appreciation 3 Founders Capital Appreciation
INVESCO Equity Income 3 INVESCO Equity Income
T. Rowe Price International Equity 3 T. Rowe Price International Equity
T. Rowe Price International Bond 3 T. Rowe Price International Bond
JanCap Growth 3 JanCap Growth
N&B Mid-Cap Value 3 Neuberger&Berman Mid-Cap Value
Underlying Mutual Fund: The Alger American Fund
Sub-account Underlying Mutual Fund Portfolio
AA MidCap Growth 3 MidCap Growth
Underlying Mutual Fund: Montgomery Variable Series
Sub-account Underlying Mutual Fund Portfolio
MV Emerging Markets 3 Emerging Markets
</TABLE>
Certain Sub-accounts may not be available in all jurisdictions. If and when we
obtain approval of the applicable authorities to make such variable investment
options available, we will notify Participants of the availability of such
Sub-accounts.
We may make other underlying mutual funds available by creating new
Sub-accounts. Additionally, new portfolios may be made available by the creation
of new Sub-accounts from time to time. Such a new portfolio of an underlying
mutual fund may be disclosed in its prospectus. However, addition of a portfolio
does not require us to create a new Sub-account to invest in that portfolio. We
may take other actions in relation to the Sub-accounts and/or Separate Account B
(see "Modifications").
Each underlying mutual fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act") as an open-end management investment company.
Each underlying mutual fund or portfolio thereof may or may not be diversified
as defined in the 1940 Act. As of the date of this Prospectus, the portfolios in
which Sub-accounts offered pursuant to this Prospectus invest are those shown
above. A summary of the investment objectives and policies of such underlying
mutual fund portfolios is set out in Appendix B. The trustees or directors, as
applicable, of an underlying mutual fund may add, eliminate or substitute
portfolios from time to time. Generally, each portfolio issues a separate class
of shares. Shares of the underlying mutual fund portfolios are available to
separate accounts of life insurance companies offering variable annuity and
variable life insurance products. The shares may also be made available, subject
to obtaining all required regulatory approvals, for direct purchase by various
pension and retirement savings plans that qualify for preferential tax treatment
under the Code.
The investment objectives, policies, charges, operations, the attendant risks
and other details pertaining to each underlying mutual fund portfolio are
described in the prospectus of each underlying mutual fund and the statements of
additional information for such underlying mutual fund. Also included in such
information is the investment policy of each mutual fund or portfolio regarding
the acceptable ratings by recognized rating services for bonds and other debt
obligations. There can be no guarantee that any underlying mutual fund or
portfolio will meet its investment goals.
Shares of the underlying mutual funds may be available to variable life
insurance and variable annuity separate accounts of other insurance companies.
Possible consequences of this multiple availability are discussed in the
subsection entitled "Resolving Material Conflicts".
The prospectus for any underlying mutual fund or funds being considered by you
should be read in conjunction herewith. A copy of each prospectus may be
obtained without charge from us by calling Galaxy Annuity Customer Service,
1-800-444-3970 or writing to us at either P.O. Box 883, Attention: Galaxy
Annuity Customer Service, Shelton, Connecticut, 06484-0883, or to our electronic
mail address which is [email protected].
Fixed Investment Options: For the payout phase you may elect fixed
annuity payments based on our then current annuity rates. The discussion below
describes the fixed investment options in the accumulation phase.
As of the date of this Prospectus we offer in most jurisdictions in which the
Annuity is available Fixed Allocations with Guarantee Periods of 1, 2, 3, 5, 7
and 10 years. Each such Fixed Allocation is accounted for separately. Each Fixed
Allocation earns a fixed rate of interest throughout a set period of time called
a Guarantee Period. Multiple Fixed Allocations are permitted, subject to our
allocation rules. The duration of a Guarantee Period may be the same or
different from the duration of the Guarantee Periods of any of your prior Fixed
Allocations.
We may or may not be able to obtain approval in the future in certain
jurisdictions of endorsements to individual or group Annuities that include the
type of Fixed Allocations offered pursuant to this Prospectus. If such approval
is obtained, we may take those steps needed to make such Fixed Allocations
available to purchasers to whom Annuities were issued prior to the date of such
approval.
To the extent permitted by law, we reserve the right at any time to offer
Guarantee Periods with durations that differ from those which were available
when your Annuity was issued. We also reserve the right at any time to stop
accepting new allocations, transfers or renewals for a particular Guarantee
Period. Such an action may have an impact on the MVA (see "Account Value of the
Fixed Allocations").
A Guarantee Period for a Fixed Allocation begins: (a) when all or part of a Net
Purchase Payment is allocated for that particular Guarantee Period; (b) upon
transfer of any of your Account Value to a Fixed Allocation for that particular
Guarantee Period; or (c) when a Guarantee Period attributable to a Fixed
Allocation "renews" after its Maturity Date.
We declare the rates of interest applicable during the various Guarantee Periods
offered. Declared rates are effective annual rates of interest. The rate of
interest applicable to a Fixed Allocation is the one in effect when its
Guarantee Period begins. The rate is guaranteed throughout the Guarantee Period.
We inform you of the interest rate applicable to a Fixed Allocation, as well as
its Maturity Date, when we confirm the allocation. We declare interest rates
applicable to new Fixed Allocations from time-to-time. Any new Fixed Allocation
in an existing Annuity is credited interest at a rate not less than the rate we
are then crediting to Fixed Allocations for the same Guarantee Period selected
by new Annuity purchasers in the same class.
The interest rates we credit are subject to a minimum. We may declare a higher
rate. The minimum is based on both an index and a reduction to the interest rate
determined according to the index.
The index is based on the published rate for certificates of indebtedness
(bills, notes or bonds, depending on the term of indebtedness) of the United
States Treasury at the most recent Treasury auction held at least 30 days prior
to the beginning of the applicable Fixed Allocation's Guarantee Period. The term
(length of time from issuance to maturity) of the certificates of indebtedness
upon which the index is based is the same as the duration of the Guarantee
Period. If no certificates of indebtedness are available for such term, the next
shortest term is used. If the United States Treasury's auction program is
discontinued, we will substitute indexes which in our opinion are comparable. If
required, implementation of such substitute indexes will be subject to approval
by the Securities and Exchange Commission and the Insurance Department of the
jurisdiction in which your Annuity was delivered. (For Annuities issued as
certificates of participation in a group contract, it is our expectation that
approval of only the jurisdiction in which such group contract was delivered
applies.)
The reduction used in determining the minimum interest rate is one and
nine-tenths percent of interest (1.90%).
Where required by the laws of a particular jurisdiction, a specific minimum
interest rate, compounded yearly, will apply should the index less the reduction
be less than the specific minimum interest rate applicable to that jurisdiction.
WE MAY CHANGE THE INTEREST RATES WE CREDIT NEW FIXED ALLOCATIONS AT ANY TIME.
Any such change does not have an impact on the rates applicable to Fixed
Allocations with Guarantee Periods that began prior to such change. However,
such a change will affect the MVA (see "Account Value of the Fixed
Allocations").
We have no specific formula for determining the interest rates we declare. Rates
may differ between classes and between types of annuities we offer, even for
guarantees of the same duration starting at the same time. We expect our
interest rate declarations for Fixed Allocations to reflect the returns
available on the type of investments we make to support the various classes of
annuities supported by the assets in Separate Account D. However, we may also
take into consideration in determining rates such factors including, but not
limited to, the durations offered by the annuities supported by the assets in
Separate Account D, regulatory and tax requirements, the liquidity of the
secondary markets for the type of investments we make, commissions,
administrative expenses, investment expenses, our mortality and expense risks in
relation to Fixed Allocations, general economic trends and competition. OUR
MANAGEMENT MAKES THE FINAL DETERMINATION AS TO INTEREST RATES TO BE CREDITED. WE
CANNOT PREDICT THE RATES WE WILL DECLARE IN THE FUTURE.
OPERATIONS OF THE SEPARATE ACCOUNTS: The assets supporting our obligations under
the Annuities may be held in various accounts, depending on the obligation being
supported. In the accumulation phase, assets supporting Account Values are held
in separate accounts established under the laws of the State of Connecticut. In
the payout phase, assets supporting fixed annuity payments and any adjustable
annuity payments we make available are held in our general account.
Separate Accounts: We are the legal owner of assets in the separate
accounts. Income, gains and losses, whether or not realized, from assets
allocated to these separate accounts, are credited to or charged against each
such separate account in accordance with the terms of the annuities supported by
such assets without regard to our other income, gains or losses or to the
income, gain or losses in any other of our separate accounts. We will maintain
assets in each separate account with a total market value at least equal to the
reserve and other liabilities we must maintain in relation to the annuity
obligations supported by such assets. These assets may only be charged with
liabilities which arise from such annuities. This may include Annuities offered
pursuant to this Prospectus or certain other annuities we may offer. The
investments made by separate accounts are subject to the requirements of
applicable state laws. These investment requirements may differ between those
for separate accounts supporting variable obligations and those for separate
accounts supporting fixed obligations.
Separate Account B: In the accumulation phase, the assets supporting
obligations based on allocations to the variable investment options are held in
our Separate Account B. Separate Account B consists of multiple Sub-accounts.
Separate Account B was established by us pursuant to Connecticut law. Separate
Account B also holds assets of other annuities issued by us with values and
benefits that vary according to the investment performance of Separate Account
B.
The Sub-accounts offered pursuant to this Prospectus are all Class 3
Sub-accounts of Separate Account B. Each class of Sub-accounts in Separate
Account B have a different level of asset based charges assessed against such
Sub-accounts.
The amount of our obligations in relation to allocations to the Sub-accounts is
based on the investment performance of such Sub-accounts. However, the
obligations themselves are our general corporate obligations.
Separate Account B is registered with the SEC under the 1940 Act as a unit
investment trust, which is a type of investment company. This does not involve
any supervision by the SEC of the investment policies, management or practices
of Separate Account B. Each Sub-account invests only in a single mutual fund or
mutual fund portfolio.
The only Sub-accounts available for allocation of your Account Value are those
offered pursuant to this Prospectus. Persons interested in our other annuities
may be offered the same or different Sub-accounts of Separate Account B or any
of our other separate accounts. Such sub-accounts may invest in some or all of
the same underlying mutual fund portfolios as the Sub-accounts offered pursuant
to this Prospectus. We may offer additional annuities that maintain assets in
Class 3 Sub-accounts. In addition, some of the Class 3 Sub-accounts may invest
in underlying mutual funds or underlying mutual fund portfolios in which
Sub-accounts in other classes of Separate Account B invest.
You will find additional information about these underlying mutual funds and
portfolios in the prospectuses for such funds. Portfolios added to the
underlying mutual fund may or may not be offered through added Sub-accounts.
Sub-accounts are permitted to invest in underlying mutual funds or portfolios
that we consider suitable. We also reserve the right to add Sub-accounts,
eliminate Sub-accounts, to combine Sub-accounts, or to substitute underlying
mutual funds or portfolios of underlying mutual funds.
Values and benefits based on allocations to the Sub-accounts will vary with the
investment performance of the underlying mutual funds or fund portfolios, as
applicable. We do not guarantee the investment results of any Sub-account, nor
is there any assurance that the Account Value allocated to the Sub-accounts will
equal the amounts allocated to the Sub-accounts as of any time other than the
Valuation Period of such allocation. You bear the entire investment risk.
Separate Account D: In the accumulation phase, assets supporting our
obligations based on Fixed Allocations are held in Separate Account D, which is
a "non-unitized" separate account. Such obligations are based on the interest
rates we credit to Fixed Allocations and the terms of the Annuities. These
obligations do not depend on the investment performance of the assets in
Separate Account D. Separate Account D was established by us pursuant to
Connecticut law.
There are no discrete units in Separate Account D. No party with rights under
any annuity nor any group contract owner participates in the investment gain or
loss from assets belonging to Separate Account D. Such gain or loss accrues
solely to us. We retain the risk that the value of the assets in Separate
Account D may drop below the reserves and other liabilities we must maintain.
Should the value of the assets in Separate Account D drop below the reserve and
other liabilities we must maintain in relation to the annuities supported by
such assets, we will transfer assets from our general account to Separate
Account D to make up the difference. We have the right to transfer to our
general account any assets of Separate Account D in excess of such reserves and
other liabilities. We maintain assets in Separate Account D supporting a number
of annuities we offer.
If you surrender, withdraw or transfer Account Value from a Fixed Allocation
before the end of its Guarantee Period, you bear the risk inherent in the MVA
(see "Account Value of the Fixed Allocations"). The Account Value of a Fixed
Allocation is on its Maturity Date, and, where required by law, the 30 days
prior to the Maturity Date, guaranteed to be its then current Interim Value.
We operate Separate Account D in a fashion designed to meet the obligations
created by Fixed Allocations. Factors affecting these operations include the
following:
(1) The State of New York, which is one of the jurisdictions in which
we are licensed to do business, requires that we meet certain "matching"
requirements. These requirements address the matching of the durations of the
assets with the durations of obligations supported by such assets. We believe
these matching requirements are designed to control an insurer's ability to risk
investing in long-term assets to support short term interest rate guarantees. We
also believe this limitation controls an insurer's ability to offer unrealistic
rate guarantees.
(2) We employ an investment strategy designed to limit the risk of
default. Some of the guidelines of our current investment strategy for Separate
Account D include, but are not limited to, the following:
(a) Investments may include cash; debt securities issued by
the United States Government or its agencies and instrumentalities; money market
instruments; short, intermediate and long-term corporate obligations; private
placements; asset-backed obligations; and municipal bonds.
(b) At the time of purchase, fixed income securities will be
in one of the top four generic lettered rating classifications as established by
a nationally recognized statistical rating organization ("NRSRO") such as
Standard & Poor's or Moody's Investor Services, Inc.
We are not obligated to invest according to the aforementioned guidelines or any
other strategy except as may be required by Connecticut and other state
insurance laws.
(3) We have the sole discretion to employ investment managers that we
believe are qualified, experienced and reputable to manage Separate Account D.
We currently employ investment managers for Separate Account D including, but
not limited to, Fleet Investment Advisors, Inc. Each manager is responsible for
investment management of different portions of Separate Account D. From time to
time additional investment managers may be employed or investment managers may
cease being employed. We are under no obligation to employ or continue to employ
any investment manager(s).
(4) The assets in Separate Account D are accounted for at their market
value, rather than at book value.
(5) We are obligated by law to maintain our capital and surplus, as
well as our reserves, at the levels required by applicable state insurance law
and regulation.
INSURANCE ASPECTS OF THE ANNUITY: As an insurance company we bear the insurance
risk inherent in the Annuity. This includes the risks that mortality and
expenses exceed our expectations, and the investment and re-investment risks in
relation to the assets supporting obligations not based on the investment
performance of a separate account. We are subject to regulation that requires
reserving and other practices in a manner that minimizes the insurance risk (see
"Regulation").
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY: The Annuity charges which
are assessed or may be assessable under certain circumstances are the contingent
deferred sales charge, the maintenance fee, a charge for taxes and a transfer
fee. These charges are allocated according to our rules. The maintenance fee and
transfer charge are not assessed if no Account Value is maintained in the
Sub-accounts at the time such fee or charge is payable. However, we make certain
assumptions regarding maintenance and transfer expenses as part of the overall
expense assumptions used in determining the interest rates we credit to Fixed
Allocations. Charges are also assessed against the Sub-accounts and the
underlying mutual funds. We also may charge you for special services, such as
Minimum Distributions, and additional reports. As of the date of this
Prospectus, we do not charge you for any special services.
Contingent Deferred Sales Charge: Although we incur sales expenses in
connection with the sale of contracts (for example, preparation of sales
literature, expenses of selling and distributing the contracts, including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be assessed. We assess a contingent deferred sales charge against the
portion of any withdrawal or surrender that is deemed to be a liquidation of
your Purchase Payments paid within the preceding four years. The contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing percentage of each Purchase Payment being liquidated. The charge
decreases as the Purchase Payment ages. The aging of a Purchase Payment is
measured from the date it is applied to your Account Value. The charge is: year
1 - 4.0%; year 2 - 3.0%; year 3 - 2.0%; year 4 - 1.0% and year 5 and thereafter
- - 0%.
Each Annuity Year in the accumulation phase you may withdraw a limited amount of
Account Value without application of any contingent deferred sales charge (see
"Free Withdrawal"). However, for purposes of the contingent deferred sales
charge, amounts withdrawn as a free withdrawal are not considered a liquidation
of Purchase Payments. Account Value is deemed withdrawn according to specific
rules in determining how much, if any, contingent deferred sales charge applies
to a partial withdrawal (see "Partial Withdrawal"). There is no contingent
deferred sales charge if all Purchase Payments were received at least 4 years
prior to the date of either a full surrender or partial withdrawal. Where
permitted by law, any contingent deferred sales charge applicable to a full
surrender is waived if such full surrender qualifies under our rules as a
medically-related withdrawal (see "Medically-Related Surrenders").
From time to time we may reduce the amount of the contingent deferred sales
charge, the period during which it applies, or both, when Annuities are sold to
individuals or a group of individuals in a manner that reduces sales expenses.
We would consider such factors as: (a) the size and type of group; (b) the
amount of Purchase Payments; (c) present Participants making additional Purchase
Payments; and/or (d) other transactions where sales expenses are likely to be
reduced.
No contingent deferred sales charge is imposed when any group annuity contract
or any Annuity issued pursuant to this Prospectus is owned on its Issue Date by:
(a) any parent company, affiliate or subsidiary of ours; (b) an officer,
director, employee, retiree, sales representative, or in the case of an
affiliated broker-dealer, registered representative of such company; (c) a
director, officer or trustee of any underlying mutual fund; (d) a director,
officer or employee of any investment manager or sub-advisor, transfer agent,
custodian, auditing, legal or administrative services provider that is providing
investment management, advisory, transfer agency, custodianship, auditing, legal
and/or administrative services to an underlying mutual fund or any affiliate of
such firm; (e) a director, officer, employee or registered representative of a
broker-dealer or insurance agency that has a then current selling agreement with
us and/or American Skandia Marketing, Incorporated; (f) a director, officer,
employee or authorized representative of any firm providing us or our affiliates
with regular legal, actuarial, auditing, underwriting, claims, administrative,
computer support, marketing, office or other services; (g) the then current
spouse of any such person noted in (b) through (f), above; (h) the parents of
any such person noted in (b) through (g), above; (i) such person's child(ren) or
other legal dependent under the age of 21; and (j) the siblings of any such
persons noted in (b) through (h) above. No such group annuity contract or
Annuity may qualify under any Exchange Program (see "Exchange Contracts").
No contingent deferred sales charge is assessed on Minimum Distributions, to the
extent such Minimum Distributions are required from your Annuity at the time it
is taken. However, the charge may be assessed for any partial withdrawal taken
in excess of the Minimum Distribution, even if such amount is taken to meet
minimum distribution requirements in relation to other savings or investments
held pursuant to various retirement plans designed to qualify for preferred tax
treatment under various sections of the Code (see "Minimum Distributions").
Any elimination of the contingent deferred sales charge or any reduction to the
amount or duration of such charges will not discriminate unfairly between
Annuity purchasers. We will not make any such changes to this charge where
prohibited by law.
Maintenance Fee: A maintenance fee equaling the smaller of $35 or 2% of
your then current Account Value is deducted from the Account Values in the
Sub-accounts annually and upon surrender only if your Account Value is below
$50,000 at the Valuation Period such fee is payable. The fee is taken only if
funds are allocated to the Sub-accounts as of the Valuation Period such fee is
payable.
Tax Charges: In several states a tax is payable. We will deduct the
amount of tax payable, if any, from your Purchase Payments if the tax is then
incurred or from your Account Value when applied under an annuity option if the
tax is incurred at that time. The amount of the tax varies from jurisdiction to
jurisdiction. It may also vary depending on whether the Annuity qualifies for
certain treatment under the Code. In each jurisdiction, the state legislature
may change the amount of any current tax, may decide to impose the tax,
eliminate it, or change the time it becomes payable. In those jurisdictions
imposing such a tax, the tax rates currently in effect range up to 3 1/2% and
are subject to change. In addition to state taxes, local taxes may also apply.
The amounts of these taxes may exceed those for state taxes.
Transfer Fee: We charge $10.00 for each transfer after the twelfth in
each Annuity Year. Renewals or transfers of Account Value from a Fixed
Allocation at the end of its Guarantee Period are not subject to the transfer or
charge and are not counted in determining whether other transfers may be subject
to the transfer charge (see "Renewals"). The fee is only charged if there is
Account Value in at least one Sub-account immediately subsequent to such
transfer.
Allocation Of Annuity Charges: Charges applicable to a surrender are
used in calculating Surrender Value. Charges applicable to any type of
withdrawal are taken from the investment options in the same ratio as such a
withdrawal is taken from the investment options (see "Allocation Rules").
The transfer fee is assessed against the Sub-accounts in which you maintain
Account Value immediately subsequent to such transfer. The transfer fee is
allocated on a pro-rata basis in relation to the Account Values in such
Sub-accounts as of the Valuation Period for which we price the applicable
transfer. No fee is assessed if there is no Account Value in any Sub-account at
such time.
Tax charges are assessed against the entire Purchase Payment or Account Value as
applicable.
The maintenance fee, if applicable, is assessed against the Sub-accounts on a
pro-rata basis in relation to the Account Values in each Sub-account as of the
Valuation Period for which we price the fee.
CHARGES ASSESSED AGAINST THE ASSETS: There are charges assessed against assets
in the Sub-accounts. These charges are described below. There are no charges
deducted from the Fixed Allocations. The factors we use in determining the
interest rates we credit Fixed Allocations are described above in the subsection
entitled "Fixed Investment Options". No charges are deducted from assets
supporting fixed or adjustable annuity payments. The factors we use in
determining fixed or adjustable annuity payments include, but are not limited
to, our expected investment returns, costs, risks and profit targets. We reserve
the right to assess a charge against the Sub-accounts and the Fixed Allocations
equal to any taxes which may be imposed upon the separate accounts.
Administration Charge: We assess each Class 3 Sub-account, on a daily
basis, an administration charge. The charge is 0.15% per year of the average
daily total value of such Sub-account.
The administration charge and maintenance fee can be increased only for
Annuities issued subsequent to the effective date of any such change. From time
to time we may reduce the amount of the maintenance fee and/or the
administration charge. We may do so when Annuities are sold to individuals or a
group of individuals in a manner that reduces maintenance and/or administrative
expenses. We would consider such factors as: (a) the size and type of group; (b)
the number of Annuities purchased by a Participant; (c) the amount of Purchase
Payments; and/or (d) other transactions where maintenance and/or administration
expenses are likely to be reduced.
Any elimination of the maintenance fee and/or the administration charge or any
reduction of such charges will not discriminate unfairly between Annuity
purchasers. We will not make any changes to these charges where prohibited by
law.
Mortality and Expense Risk Charges: For Class 3 Sub-accounts, the
mortality risk charge is 0.55% per year and the expense risk charge is 0.30% per
year. These charges are assessed in combination each day against each
Sub-account at the rate of 0.85% per year of the average daily total value of
each Sub-account.
With respect to the mortality risk charge, we assume the risk that the mortality
experience under the Annuities may be less favorable than our assumptions. This
could arise for a number of reasons, such as when persons upon whose lives
annuity payments are based live longer than we anticipated, or when the
Sub-accounts decline in value resulting in losses in paying death benefits. If
our mortality assumptions prove to be inadequate, we will absorb any resulting
loss. Conversely, if the actual experience is more favorable than our
assumptions, then we will benefit from the gain. We also assume the risk that
the administration charge may be insufficient to cover our administration costs.
CHARGES OF THE UNDERLYING MUTUAL FUNDS: Each underlying mutual fund assesses
various charges for investment management and investment advisory fees. These
charges generally differ between portfolios within the same underlying mutual
fund. You will find additional details in the fund prospectuses and the
statements of additional information.
PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You must
meet our requirements before we issue an Annuity and it takes effect. Certain
benefits are available to certain classes of purchasers, including, but not
limited to, those who are exchanging a contract issued by another insurer for an
Annuity. You have a "free-look" period during which you may return your Annuity
for a refund amount which may be less or more than your Purchase Payment, except
in specific circumstances.
Uses Of The Annuity: The Annuity may be issued in connection with or
purchased as a funding vehicle for certain retirement plans designed to meet the
requirements of various sections of the Code. These include, but are not limited
to: (a) Section 403(b) (tax-sheltered annuities available to employees of
certain qualifying employers); (b) Section 408 (individual retirement accounts
and individual retirement annuities - "IRAs"; and Simplified Employee Pensions -
"SEPs"); and (c) Section 408A (Roth IRAs). We may require additional information
regarding the applicable retirement plans before we issue an Annuity to be used
in connection with such retirement plans. We may also restrict or change certain
rights and benefits if, in our opinion, such restrictions or changes are
necessary for your Annuity to be used in connection with such retirement plans.
The Annuity may also be used in connection with plans that do not qualify under
the sections of the Code noted above. The Annuity may not be issued in
connection with or purchased as a funding vehicle for certain retirement plans
designed to meet the requirements of Section 401(a) of the Code, including
defined benefit plans and defined contribution plans such as 401(k), profit
sharing and money purchase plans. Some of the potential tax consequences
resulting from various uses of the Annuities are discussed in the section
entitled "Certain Tax Considerations".
Application And Initial Payment: Where allowed by law, you must meet
our underwriting requirements and forward a Purchase Payment if you seek to
purchase an Annuity. One requirement is that, at the time of issue of your
Annuity, you must be a customer of one or more subsidiaries of Fleet Financial
Group, Inc. These requirements may also include a properly completed
Application. Where permitted by law, we may issue an Annuity without completion
of an Application for certain classes of Annuities.
The minimum initial Purchase Payment we accept is $5,000 unless you authorize
the use of bank drafting to make Purchase Payments (See "Bank Drafting"). If you
choose bank drafting, we will accept a lower initial Purchase Payment provided
that the Purchase Payments received in the first year total at least $5,000. The
initial Purchase Payment must be paid in cash. It cannot be made through bank
drafting. Our Office must give you prior approval before we accept a Purchase
Payment that would result in the Account Value of all annuities you maintain
with us exceeding $500,000. We confirm each Purchase Payment in writing.
Multiple annuities purchased from us within the same calendar year may be
treated for tax purposes as if they were a single annuity (see "Certain Tax
Considerations").
We reserve the right to allocate your initial Net Purchase Payment to the
investment options up to two business days after we receive, at our Office, all
of our requirements for issuing the Annuity as applied for. We may retain the
Purchase Payment and not allocate the initial Net Purchase Payment to the
investment options for up to five business days while we attempt to obtain all
such requirements. We will try to reach you or any other party from whom we need
any information or materials. If the requirements cannot be fulfilled within
that time, we will: (a) attempt to inform you of the delay; and (b) return the
amount of the Purchase Payment, unless you specifically consent to our retaining
it until all our requirements are met. Once our requirements are met, the
initial Net Purchase Payment is applied to the investment options within two
business days. Once we accept your Purchase Payment and our requirements are
met, we issue an Annuity.
Exchange Contracts: We reserve the right to offer an exchange program
(the "Exchange Program") available only to purchasers who exchange an existing
contract issued by another insurance company not affiliated with us (an
"Exchange Contract") for an Annuity or who add, under certain qualified plans,
to an existing Annuity by exchanging an Exchange Contract. As of the date of
this Prospectus, such a program is available where allowed by law. However, we
reserve the right to modify, suspend, or terminate it at any time or from time
to time without notice. If such an Exchange Program is in effect, it will apply
to all such exchanges for an Annuity.
Such a program would be available only where permitted by law to owners of
insurance or annuity contracts deemed not to constitute "securities" issued by
an investment company. Therefore, while a currently owned variable annuity or
variable life insurance policy may be exchanged for an Annuity pursuant to
Section 1035 of the Code, or where applicable, may qualify for a "rollover" or
transfer to an Annuity pursuant to certain other sections of the Code, such an
exchange, "rollover" or transfer of such a currently owned variable annuity or
variable life insurance policy subject to the 1940 Act will not qualify for any
Exchange Program being offered in relation to Annuities offered pursuant to this
Prospectus. You should carefully evaluate whether any particular Exchange
Program we offer benefits you more than if you continue to hold your Exchange
Contract. Factors to consider include, but are not limited to: (a) the amount,
if any, of the surrender charges under your Exchange Contract, which you should
ascertain from your insurance company; (b) the time remaining under your
Exchange Contract during which surrender charges apply; (c) the ongoing charges,
if any, under your Exchange Contract versus the on-going charges under an
Annuity; (d) the contingent deferred sales charge under an Annuity; (e) the
amount and timing of any benefits under such an Exchange Program; and (f) the
potentially greater cost to you if the contingent deferred sales charge on an
Annuity or the surrender charge on your Exchange Contract exceeds the benefits
under such an Exchange Program. There could be adverse federal income tax
consequences. You should consult with your tax advisor as to the tax
consequences of such an exchange (see "Tax Free Exchanges").
Under the Exchange Program available as of the date of this Prospectus we add
certain amounts to your Account Value as exchange credits ("Exchange Credits").
Such Exchange Credits are credited by us on behalf of the Owners of Exchange
Contracts with funds from our general account. Subject to a specified limit (the
"Exchange Credit Limit") discussed below, the Exchange Credits equal the
surrender charge paid, if any, to the other insurance company plus the
difference, if any, between the "annuity value" and the "Surrender Value"
attributable to a difference in interest rates that have or would be credited to
such values in amounts typically referred to as "two tier" annuities. (A
"two-tier" annuity is generally credited higher interest rates if there are no
or limited withdrawals before annuitization, and a lower interest rate would
apply upon surrender and most withdrawals.) Both such amounts hereafter are
referred to as a "surrender charge". Exchange Credits are not included in any
amounts returned to you during the "free-look" period described below.
Determination of whether an Exchange Contract is a "two tier" annuity qualifying
for Exchange Credits is in our sole discretion. This Exchange Program is subject
to the following rules:
(1) We do not add Exchange Credits unless we receive In Writing
evidence satisfactory to us:
(a) of the surrender charge, if any, you paid to surrender the
Exchange Contract and the amount of any such charge (you may have particular
difficulty in obtaining satisfactory evidence of any surrender charge paid to
surrender an Exchange Contract typically referred to as a "two tier" annuity);
and
(b) that you acknowledge that you are aware that the
contingent deferred sales charge under this Annuity will be assessed in full
against any subsequent surrender or partial withdrawal to the extent then
applicable.
(2) The ratio of the Exchange Credits to be added to any Fixed
Allocation is the ratio between such Fixed Allocation and the Purchase Payment
that qualifies for this Exchange Credit on the date we allocate the Purchase
Payment. Exchange Credits not added to Fixed Allocations, if any, are allocated
pro-rata among the Sub-accounts based on your Account Values in such
Sub-accounts at the time we allocate the Exchange Credits.
(3) The Exchange Credit is allocated as of the later of (a), (b) or
(c); where
(a) is the date the applicable Purchase Payment is allocated
to the investment options;
(b) the Issue Date; and
(c) is the date we receive, In Writing, evidence satisfactory
to us of the amount of the surrender charge you paid to surrender the Exchange
Contract.
For the fixed investment options, interest on the Exchange Credits is credited
as of the later of (a) or (b), where:
(a) is the date the applicable Purchase Payment was allocated; and
(b) is the date we receive, In Writing, evidence satisfactory to us of
the amount of the surrender charge you paid to surrender the Exchange Contract,
if more than 30 days after the Issue Date.
(4) The value of the Exchange Credits as of the date of the allocation
to the investment options equals the lesser of the Exchange Credit Limit or the
surrender charge you paid to surrender the Exchange Contract. The Exchange
Credit Limit depends on the age of the oldest of any Participant, if the
Participant is a person, or the Annuitant, if the Participant is an entity, on
the date we receive the applicable Purchase Payment at our Office. The current
limits are as follows:
<TABLE>
<CAPTION>
Age of the oldest of any Participant or the Annuitant when Exchange Credit
we receive the applicable Purchase Payment at our Office Limit
<S> <C> <C>
Less than 75 2%
At least 75 but less than 85 1%
At least 85 0.50%
</TABLE>
The Exchange Credit Limit is not based on any other Purchase Payment. We reserve
the right at any time and from time to time to increase or decrease the Exchange
Credit Limit. However, the Exchange Credit Limit in effect at any time will
apply to all purchases qualifying for the Exchange Program.
(5) The value of any Exchange Credits is not considered "growth" for
purposes of determining amounts available as a free withdrawal (see "Free
Withdrawal").
(6) We do not consider additional amounts credited to Account Value
under the Exchange Program to be an increase in your "investment in the
contract" (see "Certain Tax Considerations").
Bank Drafting: You may make Purchase Payments to your Annuity using
bank drafting, but only for allocations to variable investment options. However,
you must pay at least one prior Purchase Payment by check. We will accept an
initial Purchase Payment in an amount as low as $100, if you furnish bank
drafting instructions that provide amounts that will meet a $5,000 minimum
Purchase Payment requirement to be paid within 12 months. We reserve the right
to suspend or cancel bank drafting privileges if sufficient funds are not
available from the applicable financial institution on any date that a
transaction is scheduled to occur.
Periodic Purchase Payments: We may, from time-to-time, offer
opportunities to make Purchase Payments automatically on a periodic basis,
subject to our rules. These opportunities may include, but are not limited to,
certain salary reduction programs agreed to by an employer. As of the date of
this Prospectus, we only agree to accept Purchase Payments on such a basis if:
(a) we receive your request In Writing for a salary reduction program and we
agree to accept Purchase Payments on this basis; (b) the allocations are only to
variable investment options or the frequency and number of allocations to fixed
investment options is limited in accordance with our rules; and (c) the total
amount of Purchase Payments in the first Annuity Year is scheduled to equal at
least our then current minimum requirements. We may also require an initial
Purchase Payment to be submitted by check or wire before agreeing to such a
program. Our minimum requirements may differ based on the usage of the Annuity,
such as whether it is being used in conjunction with certain retirement plans.
Right to Return the Annuity: You have the right to return the Annuity
within a specified period known as a "free-look" period. Depending on the
applicable legal and regulatory requirements, this period may be within ten days
of receipt, twenty-one days of receipt or longer. To exercise your right to
return the Annuity during the "free-look" period, you must return the Annuity.
The amount to be refunded is the then current Account Value plus any tax charge
deducted. This is the "standard refund". If necessary to meet Federal
requirements for IRAs or certain state law requirements, we return the greater
of the "standard refund" or the Purchase Payments received less any withdrawals
(see "Allocation of Net Purchase Payments"). We tell you how we determine the
amount payable under any such right at the time we issue your Annuity. Upon the
termination of the "free-look" period, if you surrender your Annuity, you may be
assessed certain charges (see "Charges Assessed or Assessable Against the
Annuity").
For annuities subject to New York law, notice given by mail and return of the
Annuity by mail are effective on being postmarked, properly addressed and
postage prepaid. If the Annuity is returned to the agent, other than by mail,
the effective date of surrender of the Annuity will be the date the Annuity is
received by the agent. The amount payable as to any amounts allocated to the
variable investment options equals the Account Values as of the date postmarked
or returned to the agent. If you choose to allocate any portion of your Purchase
Payment to the variable investment options, you bear the investment risk during
this period. The amount payable as to any amounts allocated to the fixed
investment options equals the greater of (i) the Purchase Payment, less any
withdrawals, or (ii) the current Account Value of the Annuity on the date the
cancellation request is either postmarked or returned to the agent.
Allocation of Net Purchase Payments: All allocations of Net Purchase
Payments are subject to our allocation rules (see "Allocation Rules").
Allocation of the portion of the initial Net Purchase Payment and any Net
Purchase Payments received during the free-look period that you wish to allocate
to any Sub-accounts are subject to an additional allocation rule if state law
requires return of at least your Purchase Payments should you return the Annuity
under such free-look provision. If such state law applies to your Annuity: (a)
we allocate any portion of any such Net Purchase Payments that you indicate you
wish to go into the Sub-accounts to the GAL Money Market 3 Sub-account; and (b)
at the end of such free-look period we reallocate Account Value according to
your then most recent allocation instructions to us, subject to our allocation
rules. However, where permitted by law in such jurisdictions, we will allocate
such Net Purchase Payments according to your instructions, without any temporary
allocation to the GAL Money Market 3 Sub-account, if you execute a return waiver
("Return Waiver"). Under the Return Waiver, you waive your right to the return
of the greater of the "standard refund" or the Purchase Payments received less
any withdrawals. Instead, you only are entitled to the return of the "standard
refund" (see "Right to Return the Annuity").
Your initial Purchase Payment, as well as other Purchase Payments will be
allocated in accordance with the then current requirements of any asset
allocation or market timing program which you have authorized an independent
third party to use in connection with your Annuity (see "Allocation Rules"). You
must provide us with allocation instructions In Writing if you wish to change
your current allocations when making subsequent Purchase Payments.
Balanced Investment Program: We offer a balanced investment program in
relation to your initial Purchase Payment, if Fixed Allocations are available
under your Annuity. If you choose this program, we commit a portion of your
initial Net Purchase Payment as a Fixed Allocation for the Guarantee Period you
select. This Fixed Allocation will have grown pre-tax to equal the exact amount
of your entire initial Purchase Payment at the end of its initial Guarantee
Period if no amounts are transferred or withdrawn from such Fixed Allocation.
The rest of your initial Net Purchase Payment is invested in the other
investment options you select.
Participant, Annuitant and Beneficiary Designations: You make certain
designations that apply to the Annuity if issued. These designations are subject
to our rules and to various regulatory or statutory requirements depending on
the use of the Annuity. These designations include a Participant, a contingent
Participant, an Annuitant, a Contingent Annuitant, a Beneficiary, and a
contingent Beneficiary. Certain designations are required, as indicated below.
Such designations will be revocable unless you indicate otherwise or we endorse
your Annuity to indicate that such designation is irrevocable to meet certain
regulatory or statutory requirements. Changing the Participant or Annuitant
designations may affect the minimum death benefit (see " Death Benefits").
Some of the tax implications of various designations are discussed in the
section entitled "Certain Tax Considerations". However, there are other tax
issues than those addressed in that section, including, but not limited to,
estate and inheritance tax issues. You should consult with a competent tax
counselor regarding the tax implications of various designations. You should
also consult with a competent legal advisor as to the implications of certain
designations in relation to an estate, bankruptcy, community property where
applicable and other matters.
A Participant must be named. You may name more than one Participant. If you do,
all rights reserved to Participants are then held jointly. We require the
consent In Writing of all joint Participants for any transaction for which we
require the written consent of Participants. Where required by law, we require
the consent In Writing of the spouse of any person with a vested interest in an
Annuity. Naming someone other than the payor of any Purchase Payment as
Participant may have gift, estate or other tax implications.
Where allowed by law, you may name a contingent Participant. However, this
designation takes effect only on or after the Annuity Date.
You must name a Participant. We do not accept a designation of joint Annuitants.
Where allowed by law, you may name one or more Contingent Annuitants.
There may be adverse tax consequences if a Contingent Annuitant succeeds an
Annuitant and the Annuity is owned by a trust that is neither tax exempt nor
qualifies for preferred treatment under certain sections of the Code, such as
Section 401 (a "non-qualified" trust). In general, the Code is designed to
prevent the benefit of tax deferral from continuing for long periods of time on
an indefinite basis. Continuing the benefit of tax deferral by naming one or
more Contingent Annuitants when the Annuity is owned by a non-qualified trust
might be deemed an attempt to extent the tax deferral for an indefinite period.
Therefore, adverse tax treatment may depend on the terms of the trust, who is
named as Contingent Annuitant, as well as the particular facts and
circumstances. You should consult your tax adviser before naming a Contingent
Annuitant if you expect to use an Annuity in such a fashion.
Where allowed by law, you must name Contingent Annuitants according to our rules
when an Annuity is used as a funding vehicle for certain retirement plans
designed to meet the requirements of Section 401 of the Code.
You may name more than one primary and more than one contingent Beneficiary, and
if you do, the proceeds will be paid in equal shares to the survivors in the
appropriate beneficiary class, unless you have requested otherwise In Writing.
If the primary Beneficiary dies before death proceeds become payable, the
proceeds will become payable to the contingent Beneficiary. If no Beneficiary is
alive at the time of the death upon which death proceeds become payable or in
the absence of any Beneficiary designation, the proceeds will vest in you or
your estate.
If a Participant's spouse is designated as the sole primary Beneficiary of the
Annuity and the Participant dies prior to the Annuity Date, the Participant's
Spouse, as Beneficiary, may elect to be treated as Participant and continue the
Annuity at its current Account Value, subject to its terms and conditions. If
the Annuity is owned jointly by both spouses, and the primary Beneficiary is
designated as "surviving spouse", each spouse named individually, or a
designation of similar intent, then upon the death of either Participant, the
surviving spouse may elect to be treated as Participant.
ACCOUNT VALUE AND SURRENDER VALUE: In the accumulation phase your Annuity has an
Account Value. Your total Account Value is the sum of your Account Value in each
investment option. Surrender Value is the Account Value less any applicable
contingent deferred sales charge and any applicable maintenance fee.
Account Value in the Sub-accounts: We determine your Account Value
separately for each Sub-account. To determine the Account Value in each
Sub-account we multiply the Unit Price as of the Valuation Period for which the
calculation is being made times the number of Units attributable to you in that
Sub-account as of that Valuation Period. The method we use to determine Unit
Prices is shown in the Statement of Additional Information.
The number of Units attributable to you in a Sub-account is the number of Units
you purchased less the number transferred or withdrawn. We determine the number
of Units involved in any transaction specified in dollars by dividing the dollar
value of the transaction by the Unit Price of the effected Sub-account as of the
Valuation Period applicable to such transaction.
Account Value of the Fixed Allocations: We determine the Account Value
of each Fixed Allocation separately. A Fixed Allocation's Account Value as of a
particular date is determined by multiplying its then current Interim Value
times the MVA.
<PAGE>
A formula is used to determine the MVA. The formula is applied separately to
each Fixed Allocation. Values and time durations used in the formula are as of
the date for which the Account Value is being determined. The formula is:
[(1+I) / (1+J+0.0010)]N/12
where:
I is the interest rate being credited to the Fixed Allocation;
J is the interest rate for your class of annuities for new
Fixed Allocations with Guarantee Periods of durations equal to
the number of years (rounded to the next higher integer when
occurring on other than an anniversary of the beginning of the
Fixed Allocation's Guarantee Period) remaining in such
Guarantee Period;
N is the number of months (rounded to the next higher integer
when occurring on other than a monthly anniversary of the
beginning of the Guarantee Period) remaining in such Guarantee
Period.
The formula that applies if amounts are surrendered pursuant to the right to
return the Annuity is [(1 + I)/(1 + J)]N/12.
No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date and, where required by law, the 30 days prior to the Maturity Date. If we
are not offering a Guarantee Period with a duration equal to the number of years
remaining in a Fixed Allocation's Guarantee Period, we calculate a rate for "J"
above using a specific formula. This formula is described in the Statement of
Additional Information.
Our Current Rates are expected to be sensitive to interest rate fluctuations,
thereby making each MVA equally sensitive to such changes. There would be a
downward adjustment when the applicable Current Rate plus 0.10 percent of
interest exceeds the rate credited to the Fixed Allocation and an upward
adjustment when the applicable Current Rate is more than 0.10 percent of
interest lower than the rate being credited to the Fixed Allocation. See the
Statement of Additional Information for an illustration of how the MVA works.
RIGHTS, BENEFITS AND SERVICES: The Annuity provides various rights, benefits and
services subsequent to its issuance and your decision to keep it beyond the
free-look period. A number of these rights, benefits and services, as well as
some of the rules and conditions to which they are subject, are described below.
These rights, benefits and services include, but are not limited to: (a) making
additional Purchase Payments; (b) changing revocable designations; (c)
transferring Account Values between investment options; (d) receiving lump sum
payments, Systematic Withdrawals or Minimum Distributions, annuity payments and
death benefits; (e) transferring or assigning your Annuity; (f) exercising
certain voting rights in relation to the underlying mutual funds in which the
Sub-accounts invest; and (g) receiving reports. These rights, benefits and
services may be limited, eliminated or altered when an Annuity is purchased in
conjunction with a qualified plan. We may require presentation of proper
identification, including a personal identification number ("PIN") issued by us,
prior to accepting any instruction by telephone or other electronic means. We
forward your PIN to you shortly after your Annuity is issued. To the extent
permitted by law or regulation, neither we or any person authorized by us will
be responsible for any claim, loss, liability or expense in connection with a
telephonic or electronic transfer if we or such other person acted on such
transfer instructions in good faith in reliance on your authorization of
telephone and/or electronic transfers and on reasonable procedures to identify
persons so authorized through verification methods which may include a request
for your Social Security number or a personal identification number (PIN) as
issued by us. We may be liable for losses due to unauthorized or fraudulent
instructions should we not follow such reasonable procedures.
Additional Purchase Payments: The minimum for any additional Purchase
Payment is $100, except as part of a bank drafting program (see "Bank
Drafting"), or unless we authorize lower payments to a Periodic Purchase Payment
program (see "Periodic Purchase Payments") or less where required by law. If
payments are made by bank drafting, the minimum payment is $50. Additional
Purchase Payments may be paid at any time before the Annuity Date. Subject to
our allocation rules, we allocate additional Net Purchase Payments according to
your written allocation instructions. Should no written instructions be received
with an additional Purchase Payment, we shall return your additional Purchase
Payment.
Changing Revocable Designations: Unless you indicated that a prior
choice was irrevocable or your Annuity has been endorsed to limit certain
changes, you may request to change Participant, Annuitant and Beneficiary
designations by sending a request In Writing. Where allowed by law, such changes
will be subject to our acceptance. Some of the changes we will not accept
include, but are not limited to: (a) a new Participant subsequent to the death
of the Participant or the first of any joint Participants to die, except where a
spouse-Beneficiary has become the Participant as a result of a Participant's
death; (b) a new Annuitant subsequent to the Annuity Date if the annuity option
selected includes a life contingency; and (c) a new Annuitant prior to the
Annuity Date if the Annuity is owned by an entity.
Allocation Rules: As of the date of this Prospectus, during the
accumulation phase, you may maintain Account Value in multiple Sub-accounts and
an unlimited number of Fixed Allocations. We reserve the right, to the extent
permitted by law, to limit the number of Sub-accounts or the amount you may
allocate to any Fixed Allocation. As of the date of this Prospectus, we limited
the number of Sub-accounts available at any one time to ten. Should you request
a transaction that would leave less than any minimum amount we then require in
an investment option, we reserve the right, to the extent permitted by law, to
add the balance of your Account Value in the applicable Sub-account or Fixed
Allocation to the transaction and close out your balance in that investment
option.
Should you either: (a) authorize an independent third party to transact
transfers on your behalf and such third party arranges for rebalancing of your
Account Value in accordance with any asset allocation strategy; or (b) authorize
an independent third party to transact transfers in accordance with a market
timing strategy; then all Purchase Payments, including the initial Purchase
Payment, received while your Annuity is subject to such an arrangement must be
allocated to the same investment options and in the same proportions as then
required pursuant to the applicable asset allocation or market timing program,
but only to the extent we have received instructions to that effect. Such
allocation requirements terminate simultaneous to the termination of any
authorization to a third party to transact transfers on your behalf. Upon
termination of any of the above arrangements, you must provide us with
allocation instructions In Writing for all subsequent Purchase Payments.
Withdrawals of any type are taken pro-rata from the investment options based on
the then current Account Values in such investment options unless we receive
instructions from you prior to such withdrawal. For this purpose only, the
Account Value in all your then current Fixed Allocations is deemed to be in one
investment option. If you transfer or withdraw Account Value from multiple Fixed
Allocations and do not provide instructions indicating the Fixed Allocations
from which Account Value should be taken: (a) we transfer Account Value first
from the Fixed Allocation with the shortest amount of time remaining to the end
of its Guarantee Period, and then from the Fixed Allocation with the next
shortest amount of time remaining to the end of its Guarantee Period, etc.; and
(b) if there are multiple Fixed Allocations with the same amount of time left in
each Guarantee Period, as between such Fixed Allocations we first take Account
Value from the Fixed Allocation that had the shorter Guarantee Period.
Transfers: In the accumulation phase you may transfer Account Value
between investment options, subject to our allocation rules (see "Allocation
Rules"). Transfers are not subject to taxation (see "Transfers Between
Investment Options"). We charge $10.00 for each transfer after the twelfth in
each Annuity Year. Transfers transacted as part of a dollar cost averaging
program are not counted in determining the applicability of the transfer fee.
Renewals or transfers of Account Value from a Fixed Allocation at the end of its
Guarantee Period are not subject to the transfer charge and are not counted in
determining whether other transfers may be subject to the transfer charge (see
"Renewals"). Your transfer request must be In Writing or meet our requirements
for accepting instructions we receive over the phone or through means such as
electronic mail with appropriate authorization.
We reserve the right to limit the number of transfers in any Annuity Year for
all existing or new Participants. We also reserve the right to limit the number
of transfers in any Annuity Year or to refuse any transfer request for a
Participant or certain Participants if we believe that: (a) excessive trading by
such Participant or Participants or a specific transfer request or group of
transfer requests may have a detrimental effect on Unit Values or the share
prices of the underlying mutual funds; or (b) we are informed by one or more of
the underlying mutual funds that the purchase or redemption of shares is to be
restricted because of excessive trading or a specific transfer or group of
transfers is deemed to have a detrimental effect on share prices of affected
underlying mutual funds.
To the extent permitted by law, we may require up to 2 business days' notice of
any transfer into or out of a Fixed Allocation if the market value of such
transfer is at least $1,000,000.00.
In order to help you determine whether you wish to transfer Account Values to a
Fixed Allocation, you may obtain our Current Rates by writing us or calling us
at 1-800-444-3970 or contract our customer service department electronically at
[email protected]. When calling us by phone, please have readily
available your Annuity number and your PIN number. When contacting us
electronically, please provide your PIN number, social security or tax I.D.
number and the Annuity contract number.
Where permitted by law, we may accept your authorization of a third party to
transfer Account Values on your behalf, subject to our rules. We may suspend or
cancel such acceptance at any time. We notify you of any such suspension or
cancellation. We may restrict the investment options that will be available for
transfers or allocations of Net Purchase Payments during any period in which you
authorize such third party to act on your behalf. We give the third party you
authorize prior notification of any such restrictions. However, we will not
enforce such a restriction if we are provided evidence satisfactory to us that:
(a) such third party has been appointed by a court of competent jurisdiction to
act on your behalf; or (b) such third party has been appointed by you to act on
your behalf for all your financial affairs.
We or an affiliate of ours may provide administrative or other support services
to independent third parties you authorize to conduct transfers on your behalf
or who provide recommendations as to how your Account Values should be
allocated. This includes, but is not limited to, rebalancing your Account Value
among investment options in accordance with various investment allocation
strategies such third party may employ, or transferring Account Values between
investment options in accordance with market timing strategies employed by such
third parties. Such independent third parties may or may not be appointed our
agents for the sale of Annuities. However, we do not engage any third parties to
offer investment allocation services of any type, so that persons or firms
offering such services do so independent from any agency relationship they may
have with us for the sale of Annuities. We therefore take no responsibility for
the investment allocations and transfers transacted on your behalf by such third
parties or any investment allocation recommendations made by such persons. We do
not currently charge you extra for providing these support services.
Renewals: A renewal is a transaction that occurs automatically as of
the last day of a Fixed Allocation's Guarantee Period unless we receive
alternative instructions. This day as to each Fixed Allocation is called its
Maturity Date. As of the end of a Maturity Date, the Fixed Allocation's
Guarantee Period "renews" and a new Guarantee Period of the same duration as the
one just completed begins. However, the renewal will not occur if the Maturity
Date, and where required by law, the 30 days prior to Maturity Date, is on the
date we apply your Account Value to determine the annuity payments that begin on
the Annuity Date (see "Annuity Payments").
As an alternative to a renewal, you may transfer all or part of that Fixed
Allocation's Account Value to a different Fixed Allocation or you may transfer
such Account Value to one or more Sub-accounts, subject to our allocation rules.
To accomplish this, we must receive instructions from you In Writing at least
two business days before the Maturity Date. No MVA applies to transfers of a
Fixed Allocation's Account Value occurring as of its Maturity Date. An MVA will
apply in determining the Account Value of a Fixed Allocation at the time annuity
payments are determined, unless the Maturity Date of such Fixed Allocation is
the 15th day before the Annuity Date (see "Annuity Payments").
At least 30 days prior to a Maturity Date, or earlier if required by law or
regulation, we inform you of the Guarantee Periods available as of the date of
such notice. We do not provide a similar notice if the Fixed Allocation's
Guarantee Period is of less than a year's duration. Such notice may include an
example of the rates we are then crediting new Fixed Allocations as of the date
such notice is prepared. The rates actually credited to a Fixed Allocation as of
the date of any renewal or transfer immediately subsequent to the Maturity Date
may be more or less than any rates quoted in such notice.
If your Fixed Allocation's then ending Guarantee Period is no longer available
for new allocations and renewals or you choose a different Guarantee Period that
is no longer available on the date following the Maturity Date, we will try to
reach you so you may make another choice. If we cannot reach you, we will assign
the next shortest Guarantee Period then currently available for new allocations
and renewals to that Fixed Allocation.
Dollar Cost Averaging: We offer dollar cost averaging in the
accumulation phase. Dollar cost averaging is a program designed to provide for
regular, approximately level investments over time. You may choose to transfer
earnings only, principal plus earnings or a flat dollar amount. We make no
guarantee that a dollar cost averaging program will result in a profit or
protect against a loss in a declining market. You may select this program by
submitting to us a request In Writing. You may cancel your participation in this
program In Writing or by phone if you have previously authorized our acceptance
of such instructions.
Dollar cost averaging is available from any of the investment options we choose
to make available for such a program. Your Annuity must have an Account Value of
not less than $20,000 at the time we accept your request for a dollar cost
averaging program. Transfers under a dollar cost averaging program are not
counted in determining the applicability of the transfer fee (see "Transfers").
We reserve the right to limit the investment options into which Account Value
may be transferred as part of a dollar cost averaging program. We currently do
not permit dollar cost averaging programs where Account Value is transferred to
Fixed Allocations. Should we suspend or cancel the offering of this service,
such suspension or cancellation will not affect any dollar cost averaging
programs then in effect. Dollar cost averaging is not available while an asset
allocation or market timing type of program is used in connection with your
Annuity.
Dollar cost averaging from Fixed Allocations are subject to the following rules:
(a) you may only use Fixed Allocations with Guarantee Periods of 1, 2 or 3
years; (b) such a program may only be selected in conjunction with and
simultaneous to a new or renewing Fixed Allocation; (c) only averaging of
earnings only or principal plus earnings is permitted; (d) a program averaging
principal plus earnings from a Fixed Allocation must be designed to last that
Fixed Allocation's entire current Guarantee Period; (e) dollar cost averaging
transfers from a Fixed Allocation are not subject to the MVA; (f) dollar cost
averaging may be done on a monthly basis only; and (g) you may not
simultaneously use Account Value in any Fixed Allocation to participate in
dollar cost averaging and receive Systematic Withdrawals or Minimum
Distributions from such Fixed Allocation (see "Systematic Withdrawals" and
"Minimum Distributions").
Distributions: Distributions available from your Annuity during the
accumulation phase include surrender, medically-related surrender, free
withdrawals, partial withdrawals, Systematic Withdrawals, (including Minimum
Distributions in relation to qualified plans) and a death benefit. In the payout
phase we pay annuity payments. Distributions from your Annuity generally are
subject to taxation, and may be subject to a tax penalty as well (see "Certain
Tax Considerations"). You may wish to consult a professional tax advisor for tax
advice prior to exercising any right to an elective distribution. During the
accumulation phase, any distribution other than a death benefit: (a) must occur
prior to any death that would cause a death benefit to become payable; and (b)
will occur subsequent to our receipt of a completed request In Writing.
Distributions from your Annuity of any amounts derived from Purchase Payments
paid by personal check may be delayed until such time as the check has cleared
the applicable financial institution upon which such check was drawn.
Surrender: Surrender of your Annuity for its Surrender Value is
permitted during the accumulation phase. A contingent deferred sales charge may
apply to such surrender (see "Contingent Deferred Sales Charge"). Your Annuity
must accompany your surrender request.
Medically-Related Surrender: Where permitted by law, you may apply to
surrender your Annuity prior to the Annuity Date without application of any
contingent deferred sales charge, upon occurrence of a "Contingency Event". This
waiver of any applicable contingent deferred sales charge is subject to our
rules, including but not limited to the following: (a) the Annuitant must be
alive as of the date we pay the proceeds of such surrender request; (b) if the
Participant is one or more natural persons, all such Participants must also be
alive at such time; (c) we must receive satisfactory proof of the Annuitant's
confinement or Fatal Illness In Writing; and (d) this benefit is not available
if the total Purchase Payments received exceed $500,000.00 for all annuities
issued by us with this benefit for which the same person is named as Annuitant.
For contracts issued before May 1, 1996, a "Contingency Event" occurs if the
Annuitant is:
(1) First confined in a "Medical Care Facility" while your Annuity is
in force and remains confined for at least 90 days in a row; or
(2) First diagnosed as having a "Fatal Illness" while your Annuity is
in force.
For contracts issued on or after May 1, 1996, and where allowed by law, the
Annuitant must have been named or any change of Annuitant must have been
accepted by us, prior to the "Contingent Event" described above, in order to
qualify for a Medically-Related Surrender.
"Medical Care Facility" means any state licensed facility providing medically
necessary in-patient care which is prescribed by a licensed "Physician" in
writing and based on physical limitations which prohibit daily living in a
non-institutional setting. "Fatal Illness" means a condition diagnosed by a
licensed "Physician" which is expected to result in death within 2 years for 80%
of the diagnosed cases. "Physician" means a person other than you, the Annuitant
or a member of either your or the Annuitant's families who is state licensed to
give medical care or treatment and is acting within the scope of that license.
Specific details and definitions of terms in relation to this benefit may differ
in certain jurisdiction.
Free Withdrawals: Each Annuity Year in the accumulation phase you may
withdraw a limited amount of Account Value without application of any applicable
contingent deferred sales charge. Such free withdrawals are available to meet
liquidity needs. Free withdrawals are not available at the time of a surrender
of an Annuity. Withdrawals of any type made prior to age 59 1/2 may be subject
to a 10% tax penalty (see "Penalty on Distributions").
Your free withdrawal request must be at least $100. Amounts received as
Systematic Withdrawals or as Minimum Distributions are deemed to come first from
the amount available under this Free Withdrawal provision (see "Systematic
Withdrawals" and "Minimum Distributions"). You may also request to receive as a
lump sum any free withdrawal amount not already received that Annuity Year under
a plan of Systematic Withdrawals or as Minimum Distributions.
The maximum amount available as a free withdrawal during an Annuity Year is the
greater of your Annuity's "growth" or 10% of "new" Purchase Payments. "Growth"
equals the then current Account Value less all "unliquidated" Purchase Payments
and less the value at the time credited of any Exchange Credits (see "Exchange
Contracts"). "Unliquidated" means not previously surrendered or withdrawn. "New"
Purchase Payments are those received in the four (4) years prior to the date as
of which a free withdrawal occurs. For purposes of the contingent deferred sales
charge, amounts withdrawn as a free withdrawal are not considered a liquidation
of Purchase Payments. Therefore, any free withdrawal will not reduce the amount
of any applicable contingent deferred sales charge upon any partial withdrawal
or subsequent surrender.
Partial Withdrawals: You may withdraw part of your Surrender Value. The
minimum partial withdrawal is $100. The Surrender Value that must remain in the
Annuity as of the date of this transaction is $1,000. If the amount of the
partial withdrawal request exceeds the maximum amount available, we reserve the
right to treat your request as one for a full surrender.
On a partial withdrawal, the contingent deferred sales charge is assessed
against any "unliquidated" "new" Purchase Payments withdrawn. "Unliquidated"
means not previously surrendered or withdrawn. For these purposes, amounts are
deemed to be withdrawn in the following order:
(1) From any amount then available as a free withdrawal; then from
(2) "Old" Purchase Payments (Purchase Payments allocated to Account
Value more than seven years prior to the partial withdrawal); then from
(3) "New" Purchase Payments (If there are multiple "new" Purchase
Payments, the one received earliest is liquidated first, then the one received
next earliest, and so forth); then from
(4) Other Surrender Value.
Systematic Withdrawals: We offer Systematic Withdrawals of earnings
only, principal plus earnings or a flat dollar amount. Generally, Systematic
Withdrawals from Fixed Allocations are limited to earnings accrued after the
program of Systematic Withdrawals begins, or payments of fixed dollar amounts
that do not exceed such earnings. A program of Systematic Withdrawals begins on
the date we accept, at our Office, your request for such a program. Systematic
Withdrawals are deemed to be withdrawn from Surrender Value in the same order as
partial withdrawals for purposes of determining if the contingent deferred sales
charge applies. Penalties may apply (see "Free Withdrawals").
A Systematic Withdrawal from a Fixed Allocation is not subject to the MVA. We
calculate the Fixed Allocation's credited interest since the prior withdrawal as
A minus B, plus C, where:
A is the Interim Value of the applicable Fixed Allocation as of the
date of the Systematic Withdrawal;
B is the Interim Value of the applicable Fixed Allocation as of the
later of the beginning of its then current Guarantee Period or the beginning of
the Systematic Withdrawal program; and
C is the total of all partial or free withdrawals and any transfers
from such Fixed Allocation since the later of the beginning of its then current
Guarantee Period or the beginning of the Systematic Withdrawal program.
Systematic Withdrawals are available on a monthly, quarterly, semi-annual or
annual basis. You may not simultaneously receive Systematic Withdrawals from a
Fixed Allocation and participate in a dollar cost averaging program under which
Account Value is transferred from the same Fixed Allocation (see "Dollar Cost
Averaging"). Systematic Withdrawals are not available while you are taking any
Minimum Distributions (see "Minimum Distributions"). Systematic Withdrawals of
earnings or earnings plus principal are not available while any asset allocation
program is in effect in relation to your Annuity.
The Surrender Value of your Annuity must be at least $20,000 when we accept your
request for a program of Systematic Withdrawals. The minimum for each Systematic
Withdrawal is $100. For any scheduled Systematic Withdrawal other than the last
that does not meet this minimum, we reserve the right to defer such a withdrawal
and add the amount that would have been withdrawn to the amount that is to be
withdrawn at the next Systematic Withdrawal.
Should we suspend or cancel offering Systematic Withdrawals, such suspension or
cancellation will not affect any Systematic Withdrawal programs then in effect.
Minimum Distributions: Minimum Distributions are a specific type of
Systematic Withdrawal program. Minimum Distributions are subject to all the
rules applicable to Systematic Withdrawals unless we specifically indicate that
one or more of such rules do not apply. In addition, certain rules apply only to
Minimum Distributions.
You may elect to have us calculate Minimum Distributions annually if your
Annuity is being used for certain qualified purposes under the Code. Requests to
calculate a Minimum Distribution amount must be made three (3) days prior to the
date that your Minimum Distribution payment is processed to allow for
calculation and processing of the required amount. We calculate such amounts
assuming the Minimum Distribution amount is based solely on the value of your
Annuity. The required Minimum Distribution amounts applicable to your particular
situation may depend on other annuities, savings or investments of which we are
unaware, so that the required amount may be greater than the Minimum
Distribution amount we calculate based on the value of your Annuity. We reserve
the right to charge a fee for each annual calculation. Minimum Distributions are
not concurrently available with any other programs of Systematic Withdrawals.
You may elect to have Minimum Distributions paid out monthly, quarterly,
semi-annually or annually. The $100 minimum for Systematic Withdrawals does not
apply to Minimum Distributions.
Each Minimum Distribution will be taken from the investment options you select.
However, the portion of any Minimum Distribution that can be taken from any
Fixed Allocations may not exceed the then current ratio between your Account
Value in all Fixed Allocations you maintain and your total Account Value. No MVA
applies to any portion of Minimum Distributions taken from Fixed Allocations.
Minimum Distributions are not available from any Fixed Allocations if such Fixed
Allocation is being used in a dollar cost averaging program (see "Dollar Cost
Averaging"). Minimum Distributions from Fixed Allocations are not subject to the
limitation on Systematic Withdrawals that limits a program of Systematic
Withdrawals from Fixed Allocations only to earnings accrued after program
inception.
No contingent deferred sales charge is assessed against amounts withdrawn as a
Minimum Distribution, but only to the extent of the Minimum Distribution
required from your Annuity at the time it is taken. The contingent deferred
sales charge may apply to additional amounts withdrawn to meet minimum
distribution requirements in relation to other retirement programs you may
maintain.
Amounts withdrawn as Minimum Distributions are considered to come first from the
amounts available as a free withdrawal (see "Free Withdrawals") as of the date
of the yearly calculation of the Minimum Distribution amount. Minimum
Distributions over that amount are not deemed to be a liquidation of Purchase
Payments (see "Partial Withdrawals").
Death Benefit: In the accumulation phase, a death benefit is payable.
If the Annuity is owned by one or more natural persons, it is payable upon the
first death of such Participants. If the Annuity is owned by an entity, the
death benefit is payable upon the Annuitant's death, if there is no Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death
and the Annuitant dies, the Contingent Annuitant then becomes the Annuitant.
There may be adverse tax consequences for certain entity Participants if they
name a Contingent Annuitant (see "Participant, Annuitant and Beneficiary
Designations").
The person upon whose death the death benefit is payable is referred to below as
the "decedent". For purposes of this death benefit provision, "withdrawals"
means withdrawals of any type (free withdrawals, partial withdrawals, Systematic
Withdrawals, Minimum Distributions) before assessment of any applicable
contingent deferred sales charge and after any applicable MVA. For purposes of
this provision, persons named Participant or Annuitant within 60 days of the
Issue Date are treated as if they were a Participant or Annuitant on the Issue
Date.
The death benefit is as follows, and is subject to the conditions described in
(1), (2) and (3) below:
(1) If death occurs prior to the decedent's age 75: the death benefit
is the greater of your Account Value in Sub-accounts plus the Interim Value of
any Fixed Allocations, or the minimum death benefit ("Minimum Death Benefit").
The Minimum Death Benefit is the sum of all Purchase Payments less the sum of
all withdrawals.
(2) If death occurs when the decedent is age 75 or older: the death
benefit is your Account Value.
(3) If a decedent was not named a Participant or Annuitant as of the
Issue Date and did not become such as a result of a prior Participant's or
Annuitant's death: the Minimum Death Benefit is suspended as to that person for
a two year period from the date he or she first became a Participant or
Annuitant. If that person's death occurs during the suspension period and prior
to age 75, the death benefit is your Account Value in Sub-accounts plus the
Interim Value of any Fixed Allocations. If death occurs during the suspension
period when such decedent is age 75 or older, the death benefit is your Account
Value. After the suspension period is completed, the death benefit is the same
as if such person had been a Participant or Annuitant on the Issue Date.
The amount of the death benefit is determined as of the date we receive In
Writing "due proof of death". The following constitutes "due proof of death":
(a)(i) a certified copy of a death certificate, (ii) a certified copy of a
decree of a court of competent jurisdiction as to the finding of death, or (iii)
any other proof satisfactory to us; (b) all representations we require or which
are mandated by applicable law or regulation in relation to the death claim and
the payment of death proceeds; and (c) any applicable election of the mode of
payment of the death benefit, if not previously elected by the Participant. The
death benefit is reduced by any annuity payments made prior to the date we
receive In Writing such due proof of death.
If the death benefit becomes payable prior to the Annuity Date due to the death
of the Participant and the Beneficiary is the Participant's spouse, then in lieu
of receiving the death benefit, such Participant's spouse may elect to be
treated as a Participant and continue the Annuity Annuity at its current Account
Value, subject to its terms and conditions. A Participant's spouse may only
assume ownership of the Annuity if such spouse is designated as the sole primary
Beneficiary.
In the event of your death, the benefit must be distributed within: (a) five
years of the date of death; or (b) over a period not extending beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary. Distribution
after your death to be paid under (b) above, must commence within one year of
the date of death.
If the Annuitant dies before the Annuity Date, the Contingent Annuitant will
become the Annuitant. Where allowed by law, if the Annuity is owned by one or
more natural persons, the oldest of any such Participants not named as the
Annuitant immediately becomes the Contingent Annuitant if: (a) the Contingent
Annuitant predeceases the Annuitant; or (b) if you do not designate a Contingent
Annuitant.
In the payout phase, we continue to pay any "certain" payments (payments not
contingent on the continuance of any life) to the Beneficiary subsequent to the
death of the Annuitant.
Annuity Payments: Annuity payments can be guaranteed for life, for a
certain period, or for a certain period and life. We make available fixed
payments, and as of the date of this Prospectus, adjustable payments (payments
which may or may not be changed on specified adjustment dates based on annuity
purchase rates we are then making available to annuities of the same class). We
may or may not be making adjustable annuities available on the Annuity Date. To
the extent there is any tax basis in the annuity, a portion of each annuity
payment is treated for tax purposes as a return of such basis until such tax
basis is exhausted. The amount deemed such a return of basis is determined in
accordance with the requirements of the Code (see "Certain Tax Considerations").
You may choose an Annuity Date, an annuity option and the frequency of annuity
payments when you purchase an Annuity, or at a later date. Your choice of
Annuity Date and annuity option may be limited depending on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity Date, option and frequency of payments suitable to your needs and
circumstances. You should consult with competent tax and financial advisors as
to the appropriateness of any such choice. For annuities subject to New York
law, the Annuity Date may not exceed the first day of the calendar month
following the Annuitant's 85th birthday.
You may change your choices at any time up to 30 days before the earlier of: (a)
the date we would have applied your Account Value to an annuity option had you
not made the change; or (b) the date we will apply your Account Value to an
annuity option in relation to the new Annuity Date you are then selecting. You
must request this change In Writing. The Annuity Date must be the first or the
fifteenth day of a calendar month.
In the absence of an election In Writing: (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the fifth anniversary of our receipt at our Office of your request to
purchase an Annuity; and (b) where allowed by law, fixed monthly payments will
commence under option 2, described below, with 10 years certain. For annuities
subject to New York law, in the absence of an election In Writing: (a) the
Annuity Date is the first day of the calendar month following the Annuitant's
90th birthday; and (b) fixed monthly payments will commence under Option 2,
described below, with 10 years certain. The amount to be applied is your
Annuity's Account Value 15 business days prior to the Annuity Date. In
determining your annuity payments, we credit interest using our then current
crediting rate for this purpose, which is not less than 3% of interest per year,
between the date Account Value is applied to an annuity option and the Annuity
Date. If there is any remaining contingent deferred sales charge applicable as
of the Annuity Date, then the annuity option you select must include a certain
period of not less than 5 years' duration. As a result of this rule, making
additional Purchase Payments within four years of the Annuity Date will prevent
you from choosing an annuity option with a certain period of less than 5 years'
duration. Annuity options in addition to those shown are available with our
consent. The minimum initial amount payable is the minimum initial annuity
amount we allow under our then current rules. Should you wish to receive a lump
sum payment, you must request to surrender your Annuity prior to the Annuity
Date (see "Surrender").
You may elect to have any amount of the proceeds due to the Beneficiary applied
under any of the options described below, but only to the extent selecting such
an option does not alter the tax status of the Annuity. Except where a lower
amount is required by law, the minimum monthly annuity payment is $100.
If you have not made an election prior to proceeds becoming due, the Beneficiary
may elect to receive the death benefit under one of the annuity options.
However, if you made an election, the Beneficiary may not alter such election.
For purposes of the annuity options described below, the term "key life" means
the person or persons upon whose life any payments dependent upon the
continuation of life are based.
(1) Option 1 - Payments for Life: Under this option, income is payable
periodically prior to the death of the key life, terminating with the last
payment due prior to such death. Since no minimum number of payments is
guaranteed, this option offers the maximum level of periodic payments of the
annuity options. It is possible that only one payment will be payable if the
death of the key life occurs before the date the second payment was due, and no
other payments nor death benefits would be payable.
(2) Option 2 - Payments for Life with 10, 15, or 20 Years Certain:
Under this option, income is payable periodically for 10, 15, or 20 years, as
selected, and thereafter until the death of the key life. Should the death of
the key life occur before the end of the period selected, the remaining payments
are paid to the Beneficiary to the end of such period.
(3) Option 3 - Payments Based on Joint Lives: Under this option, income
is payable periodically during the joint lifetime of two key lives, and
thereafter during the remaining lifetime of the survivor, ceasing with the last
payment prior to the survivor's death. No minimum number of payments is
guaranteed under this option. It is possible that only one payment will be
payable if the death of all the key lives occurs before the date the second
payment was due, and no other payments nor death benefits would be payable.
(4) Option 4 - Payments for a Certain Period: Under this option, income
is payable periodically for a specified number of years. The number of years is
subject to our then current rules. Should the payee die before the end of the
specified number of years, the remaining payments are paid to the Beneficiary to
the end of such period. Note that under this option, payments are not based on
how long we expect any key life to live. Therefore, that portion of the
mortality risk charge assessed to cover the risk that key lives outlive our
expectations provides no benefit to a Participant selecting this option.
The first payment varies according to the annuity options and payment frequency
selected. The first periodic payment is determined by multiplying the Account
Value (expressed in thousands of dollars) as of the close of business on the
fifteenth day preceding the Annuity Date, plus interest at not less than 3% per
year from such date to the Annuity Date, by the amount of the first periodic
payment per $1,000 of value obtained from our annuity rates for that type of
annuity and for the frequency of payment selected. Our rates will not be less
than our guaranteed minimum rates. These guaranteed minimum rates are derived
from the 1983a Individual Annuity Mortality Table with ages set back one year
for males and two years for females and with an assumed interest rate of 3% per
annum. Where required by law or regulation, such annuity table will have rates
that do not differ according to the gender of the key life. Otherwise, the rates
will differ according to the gender of the key life.
Qualified Plan Withdrawal Limitations: The Annuities are endorsed such
that there are surrender or withdrawal limitations when used in relation to
certain retirement plans for employees which are designed to qualify under
various sections of the Code. These limitations do not affect certain roll-overs
or exchanges between qualified plans. Distribution of amounts attributable to
contributions made pursuant to a salary reduction agreement (as defined in Code
section 403(b)), or attributable to transfers to a tax sheltered annuity from a
custodial account (as defined in Code section 403(b)(7)), is restricted to the
employee's: (a) separation from service; (b) death; (c) disability (as defined
in Section 72(m)(7) of the Code); (d) reaching age 59 1/2 ; or (e) hardship.
Hardship withdrawals are restricted to amounts attributable to salary reduction
contributions, and do not include investment results. In the case of tax
sheltered annuities, these limitations do not apply to certain salary reduction
contributions made and investment results earned prior to dates specified in the
Code. In addition, the limitation on hardship withdrawals does not apply to
salary reduction contributions made and investment results earned prior to dates
specified in the Code which have been transferred from custodial accounts.
Rollovers from the types of plans noted to another qualified plan or to an
individual retirement account or individual retirement annuity are not subject
to the limitations noted. Certain distributions, including rollovers, that are
not transferred directly to the trustee of another qualified plan, the custodian
of an individual retirement account or the issuer of an individual retirement
annuity may be subject to automatic 20% withholding for Federal income tax. This
may also trigger withholding for state income taxes (see "Certain Tax
Considerations"). With respect to the restrictions on withdrawals set forth
above, the Company is relying upon a no-action letter dated November 28, 1988
from the staff of the Securities and Exchange Commission to the American Council
of Life Insurance with respect to annuities issued under Section 403(b) of the
Code, the requirements of which have been complied with by the Company.
Pricing of Transfers and Distributions: We "price" transfers and
distributions on the dates indicated below.
(1) We price "scheduled" transfers and distributions as of the date
such transactions are so scheduled. However, if a transaction is "scheduled" to
occur on a day other than a Valuation Day, such transaction will be processed
and priced on the last Valuation Day prior to the scheduled transaction.
"Scheduled" transactions include transfers under a dollar cost averaging
program, Systematic Withdrawals, Minimum Distributions, transfers previously
scheduled with us at our Office pursuant to any ongoing asset allocation or
similar program, and annuity payments.
(2) We price "unscheduled" transfers, partial withdrawals and free
withdrawals as of the date we receive In Writing at our Office the request for
such transactions. "Unscheduled" transfers include any transfers processed in
conjunction with any market timing program, or transfers not previously
scheduled with us at our Office pursuant to any asset allocation or similar
program which you authorize to be employed on your behalf. "Unscheduled"
transfers received pursuant to an authorization to accept transfers, using voice
or data transmission over the phone are priced as of the Valuation Period we
receive the request at our Office for such transactions.
(3) We price surrenders, medically-related surrenders and death
benefits as of the date we receive at our Office all materials we require for
such transactions and such materials are satisfactory to us (see "Surrenders",
"Medically-related Surrenders" and "Death Benefits").
The pricing of transfers and distributions involving Sub-accounts includes the
determination of the applicable Unit Price for the Units transferred or
distributed. The pricing of transfers and distributions involving Fixed
Allocations includes the determination of any applicable MVA. Any applicable MVA
alters the amount available when all the Account Value in a Fixed Allocation is
being transferred or distributed. Any applicable MVA alters the amount of
Interim Value needed when only a portion of the Account Value is being
transferred or distributed. Unit Prices may change each Valuation Period to
reflect the investment performance of the Sub-accounts. The MVA applicable to
each Fixed Allocation changes once each month and also each time we declare a
different rate for new Fixed Allocations. Payment is subject to our right to
defer transactions for a limited period (see "Deferral of Transactions").
Voting Rights: You have voting rights in relation to Account Value
maintained in the Sub-accounts. You do not have voting rights in relation to
Account Value maintained in any Fixed Allocations or in relation to fixed or
adjustable annuity payments.
We will vote shares of the underlying mutual funds or portfolios in which the
Sub-accounts invest in the manner directed by Participants. Participants give
instructions equal to the number of shares represented by the Sub-account Units
attributable to their Annuity.
We will vote the shares attributable to assets held in the Sub-accounts solely
for us rather than on behalf of Participants, or any share as to which we have
not received instructions, in the same manner and proportion as the shares for
which we have received instructions. We will do so separately for each
Sub-account from various classes that may invest in the same underlying mutual
fund portfolio.
The number of votes for an underlying mutual fund or portfolio will be
determined as of the record date for such underlying mutual fund or portfolio as
chosen by its board of trustees or board of directors, as applicable. We will
furnish Participants with proper forms and proxies to enable them to instruct us
how to vote.
You may instruct us how to vote on the following matters: (a) changes to the
board of trustees or board of directors, as applicable; (b) changing the
independent accountant; (c) approval of changes to the investment advisory
agreement or adoption of a new investment advisory agreement; (d) any change in
the fundamental investment policy; and (e) any other matter requiring a vote of
the shareholders.
With respect to approval of changes to the investment advisory agreement,
approval of a new investment advisory agreement or any change in fundamental
investment policy, only Participants maintaining Account Value as of the record
date in a Sub-account investing in the applicable underlying mutual fund
portfolio will instruct us how to vote on the matter, pursuant to the
requirements of Rule 18f-2 under the 1940 Act.
Transfers, Assignments or Pledges: Generally, your rights in an Annuity
may be transferred, assigned or pledged for loans at any time. However, these
rights may be limited depending on your use of the Annuity. These transactions
may be subject to income taxes and certain penalty taxes (see "Certain Tax
Considerations"). You may transfer, assign or pledge your rights to another
person at any time, prior to any death upon which the death benefit is payable.
You must request a transfer or provide us a copy of the assignment In Writing. A
transfer or assignment is subject to our acceptance. Prior to receipt of this
notice, we will not be deemed to know of or be obligated under any assignment
prior to our receipt and acceptance thereof. We assume no responsibility for the
validity or sufficiency of any assignment. Transfer of all or a portion of
ownership rights may affect the minimum death benefit (see "Death Benefits").
Reports to You: We send any statements and reports required by
applicable law or regulation to you at your last known address of record.
Participants should therefore give us prompt notice of any address change. We
reserve the right, to the extent permitted by law and subject to your prior
consent, to provide any prospectus, prospectus supplements, confirmations,
statements and reports required by applicable law or regulation to you through
our Internet Website at http://www.americanskandia.com or any other electronic
means, including diskettes or CD ROMs. We send a confirmation statement to you
each time a transaction is made affecting Account Value, such as making
additional Purchase Payments, transfers, exchanges or withdrawals. We also send
quarterly statements detailing the activity affecting your Annuity during the
calendar quarter. You may request additional reports. We reserve the right to
charge up to $50 for each such additional report. Instead of immediately
confirming transactions made pursuant to some type of periodic transfer program
(such as a dollar cost averaging program) or a periodic Purchase Payment
program, such as a salary reduction arrangement, we may confirm such
transactions in quarterly statements. You should review the information in these
statements carefully. All errors or corrections must be reported to us at our
Office as soon as possible and no later than the date below to assure proper
accounting to your Annuity. For transactions that are confirmed immediately, we
assume all transactions are accurate unless you notify us otherwise within 10
days from the date you receive the confirmation. For transactions that are only
confirmed on the quarterly statement, we assume all transactions are accurate
unless you notify us within 10 days from the date you receive the quarterly
statement. All transactions confirmed immediately or by quarterly statement are
deemed conclusive after the applicable 10 day period. We may also send an annual
report and a semi-annual report containing financial statements for the
applicable Sub-accounts, as of December 31 and June 30, respectively, to Owners
or, with your prior consent, make such documents available electronically
through our Internet Website of other electronic means.
SALE OF THE ANNUITIES: American Skandia Marketing, Incorporated ("ASM, Inc.") a
wholly-owned subsidiary of American Skandia Investment Holding Corporation, acts
as the principal underwriter of the Annuities. ASM Inc.'s principal business
address is One Corporate Drive, Shelton, Connecticut 06484. ASM, Inc. is a
member of the National Association of Securities Dealers, Inc.
("NASD").
Distribution: ASM, Inc. will enter into distribution agreements with
certain broker-dealers registered under the Securities and Exchange Act of 1934
or with entities which may otherwise offer the Annuities that are exempt from
such registration. Under such distribution agreements such broker-dealers or
entities may offer Annuities to persons who have established an account with the
broker-dealer or entity. Such eligible persons also will be customers of one or
more subsidiaries of Fleet Financial Group, Inc. Fleet Investment Advisors,
Inc., one of the investment advisors of one of the underlying mutual funds, is a
subsidiary of Fleet Financial Group, Inc. In certain cases, the broker-dealer
may also be an affiliate of one of the investment advisors of one of the
underlying mutual funds. In addition, ASM, Inc. may offer Annuities directly to
potential purchasers. The maximum initial concession to be paid on premiums
received is up to 4.5% and a portion of compensation may be paid from time to
time based on all or a portion of Account Value.
Advertising: We may advertise certain information regarding the
performance of the investment options. Details on how we calculate performance
measures for the Sub-accounts are found in the Statement of Additional
Information. This performance information may help you review the performance of
the investment options and provide a basis for comparison with other annuities.
This information may be less useful when comparing the performance of the
investment options with other savings or investment vehicles. Such other
investments may not provide some of the benefits of annuities, or may not be
designed for long-term investment purposes. Additionally other savings or
investment vehicles may not be treated like annuities under the Code.
The information we may advertise regarding the Fixed Allocations may include the
then current interest rates we are crediting to new Fixed Allocations.
Information on Current Rates will be as of the date specified in such
advertisement. Rates will be included in advertisements to the extent permitted
by law. Given that the actual rates applicable to any Fixed Allocation are as of
the date of any such Fixed Allocation's Guarantee Period begins, the rate
credited to a Fixed Allocation may be more or less than those quoted in an
advertisement.
Performance information on the Sub-accounts is based on past performance only
and is no indication of future performance. Performance of the Sub-accounts
should not be considered a representation of the performance of such
Sub-accounts in the future. Performance of the Sub-accounts is not fixed. Actual
performance will depend on the type, quality and, for some of the Sub-accounts,
the maturities of the investments held by the underlying mutual funds or
portfolios and upon prevailing market conditions and the response of the
underlying mutual funds to such conditions. Actual performance will also depend
on changes in the expenses of the underlying mutual funds or portfolios. Such
changes are reflected, in turn, in the Sub-accounts which invest in such
underlying mutual fund or portfolio. In addition, the amount of charges assessed
against each Sub-account will affect performance.
Some of the underlying mutual fund portfolios existed prior to the inception of
these Sub-accounts. Performance quoted in advertising regarding such
Sub-accounts may indicate periods during which the Sub-accounts have been in
existence but prior to the initial offering of the Annuities, or periods during
which the underlying mutual fund portfolios have been in existence, but the
Sub-accounts have not. Such hypothetical performance is calculated using the
same assumptions employed in calculating actual performance since inception of
the Sub-accounts.
As part of any advertisement of Standard Total Return, we may advertise the
"Non-standard Total Return" of the Sub-accounts. Non-standard Total Return does
not take into consideration the Annuity's contingent deferred sales charge
and/or the Annual Maintenance Fee.
Advertisements we distribute may also compare the performance of our
Sub-accounts with: (a) certain unmanaged market indices, including but not
limited to the Dow Jones Industrial Average, the Standard & Poor's 500, the
Shearson Lehman Bond Index, the Frank Russell non-U.S. Universal Mean, the
Morgan Stanley Capital International Index of Europe, Asia and Far East Funds,
and the Morgan Stanley Capital International World Index; and/or (b) other
management investment companies with investment objectives similar to the mutual
fund or portfolio underlying the Sub-accounts being compared. This may include
the performance ranking assigned by various publications, including but not
limited to the Wall Street Journal, Forbes, Fortune, Money, Barron's, Business
Week, USA Today and statistical services, including but not limited to Lipper
Analytical Services Mutual Funds Survey, Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, SEI, the Morningstar Mutual Fund
Sourcebook and the Morningstar Variable Annuity/Life Sourcebook.
American Skandia Life Assurance Corporation may advertise its rankings and/or
ratings by independent financial ratings services. Such rankings may help you in
evaluating our ability to meet our obligations in relation to Fixed Allocations,
pay minimum death benefits, pay annuity payments or administer Annuities. Such
rankings and ratings do not reflect or relate to the performance of Separate
Account B or Separate Account D.
CERTAIN TAX CONSIDERATIONS: The following is a brief summary of certain Federal
income tax laws as they are currently interpreted. No one can be certain that
the laws or interpretations will remain unchanged or that agencies or courts
will always agree as to how the tax law or regulations are to be interpreted.
This discussion is not intended as tax advice. You may wish to consult a
professional tax advisor for tax advice as to your particular situation.
Our Tax Considerations: We are taxed as a life insurance company under
Part I, subchapter L, of the Code.
Tax Considerations Relating to Your Annuity: Section 72 of the Code
governs the taxation of annuities in general. Taxation of an annuity is largely
dependent upon: (a) whether it is used in a qualified pension or profit sharing
plan or other retirement arrangement eligible for special treatment under the
Code; and (b) the status of the beneficial owner as either a natural or
non-natural person (when the annuity is not used in a retirement plan eligible
for special tax treatment). Non-natural persons include corporations, trusts,
and partnerships, except where these entities own an annuity as an agent or
nominal owner for a natural person who is the beneficial owner. Natural persons
are individuals.
Non-natural Persons: Any increase during a tax year in the value of an
annuity if not used in a retirement plan eligible for special treatment under
the Code is currently includible in the gross income of a non-natural person
that is the contractholder. There are exceptions if an annuity is held by: (a) a
structured settlement company; (b) an employer with respect to a terminated
pension plan; (c) entities other than employers, such as a trust, holding an
annuity as an agent for a natural person; or (d) a decedent's estate by reason
of the death of the decedent.
Natural Persons: Increases in the value of an annuity when the
contractholder is a natural person generally are not taxed until distribution
occurs. Distribution can be in a lump sum payment or in annuity payments under
the annuity option elected. Certain other transactions may be deemed to be a
distribution. The provisions of Section 72 of the Code concerning these
distributions are summarized briefly below.
Distributions: Generally, distributions received before the annuity
payments begin are treated as being derived first from "income on the contract"
and includible in gross income. The amount of the distribution exceeding "income
on the contract" is not included in gross income. "Income on the contract" for
an annuity is computed by subtracting from the value of all "related contracts"
(our term, discussed below) the taxpayer's "investment in the contract": an
amount equal to total purchase payments for all "related contracts" less any
previous distributions or portions of such distributions from such "related
contracts" not includible in gross income. "Investment in the contract" may be
affected by whether an annuity or any "related contract" was purchased as part
of a tax-free exchange of life insurance or annuity contracts under Section 1035
of the Code.
"Related contracts" may mean all annuity contracts or certificates evidencing
participation in a group annuity contract for which the taxpayer is the
policyholder and which are issued by the same insurer within the same calendar
year, irrespective of the named annuitants. It is clear that "related contracts"
include contracts prior to when annuity payments begin. However, there may be
circumstances under which "related contracts" may include contracts recognized
as immediate annuities under state insurance law or annuities for which annuity
payments have begun. In a ruling addressing the applicability of a penalty on
distributions, the Internal Revenue Service treated distributions from a
contract recognized as an immediate annuity under state insurance law like
distributions from a deferred annuity. The situation addressed by such ruling
included the fact that: (a) the immediate annuity was obtained pursuant to an
exchange of contracts; and (b) the purchase payments for the exchanged contract
were contributed more than one year prior to the first annuity payment payable
under the immediate annuity. This ruling also may or may not imply that annuity
payments from a deferred annuity on or after its annuity date may be treated the
same as distributions prior to the annuity date if such deferred annuity was:
(a) obtained pursuant to an exchange of contracts; and (b) the purchase payments
for the exchanged contract were made or may be deemed to have been made more
than one year prior to the first annuity payment.
If "related contracts" include immediate annuities or annuities for which
annuity payments have begun, then "related contracts" would have to be taken
into consideration in determining the taxable portion of each annuity payment
(as outlined in the "Annuity Payments" subsection below) as well as in
determining the taxable portion of distributions from an annuity or any "related
contracts" before annuity payments have begun. We cannot guarantee that
immediate annuities or annuities for which annuity payments have begun could not
be deemed to be "related contracts". You are particularly cautioned to seek
advice from your own tax advisor on this matter.
Amounts received under a contract on its complete surrender, redemption, or
maturity are includible in gross income to the extent that they exceed the cost
of the contract, i.e., they exceed the total premiums or other consideration
paid for the contract minus amounts received under the contract that were not
reportable as gross income.
Loans, Assignments and Pledges: Any amount received directly or
indirectly as a loan from, or any assignment or pledge of any portion of the
value of an annuity before annuity payments have begun are treated as a
distribution subject to taxation under the distribution rules set forth above.
Any gain in an annuity subsequent to the assignment or pledge of an entire
annuity while such assignment or pledge remains in effect is treated as "income
on the contract" in the year in which it is earned. For annuities not issued for
use as qualified plans (see "Tax Considerations When Using Annuities in
Conjunction with Qualified Plans"), the cost basis of the annuity is increased
by the amount of any assignment or pledge includible in gross income. The cost
basis is not affected by any repayment of any loan for which the annuity is
collateral or by payment of any interest thereon.
Gifts: The gift of an annuity to other than the spouse of the contract
holder (or former spouse incident to a divorce) is treated for income tax
purposes as a distribution.
Penalty on Distributions: Subject to certain exceptions, any
distribution from an annuity no used in conjunction with qualified plans is
subject to a penalty equal to 10% of the amount includible in gross income. This
penalty does not apply to certain distributions, including: (a) distributions
made on or after the taxpayer's age 59 1/2; (b) distributions made on or after
the death of the holder of the contract, or, where the holder of the contract is
not a natural person, the death of the annuitant; (c) distributions attributable
to the taxpayer's becoming disabled; (d) distributions which are part of a
scheduled series of substantially equal periodic payments for the life (or life
expectancy) of the taxpayer (or the joint lives of the taxpayer and the
taxpayer's Beneficiary); (e) distributions of amounts which are allocable to
"investments in the contract" made prior to August 14, 1982; (f) payments under
an immediate annuity as defined in the Code; (g) distributions under a qualified
funding asset under Code Section 130(d); or (h) distributions from an annuity
purchased by an employer on the termination of a qualified pension plan that is
held by the employer until the employee separates from service. With respect to
Roth IRAs only, distributions are not subject to federal income tax or the 10%
penalty tax if five (5) tax years have passed since the first contribution was
made or any conversion from a traditional IRA was made, and the distribution is
made (a) once the taxpayer is age 59 1/2 or older, (b) upon the death or
disability of the taxpayer, or (c) for qualified first-time home buyer expenses,
subject to certain limitations. Distributions from a Roth IRA that are not
"qualified" as described above may be subject to a penalty tax.
Any modification, other than by reason of death or disability, of distributions
which are part of a scheduled series of substantially equal periodic payments as
noted in (d), above, that occur before the taxpayer's age 59 1/2 or within 5
years of the first of such scheduled payments will result in the requirement to
pay the taxes that would have been due had the payments been treated as subject
to tax in the years received, plus interest for the deferral period. It is our
understanding that the Internal Revenue Service does not consider a scheduled
series of distributions to qualify under (d), above, if the holder of the
annuity retains the right to modify such distributions at will, even if such
right is not exercised, or, for a variable annuity, if the distributions are not
based on a substantially equal number of Units, rather than a substantially
equal dollar amount.
The Internal Revenue Service has ruled that the exception to the 10% penalty
described above for "non-qualified" immediate annuities as defined under the
Code may not apply to annuity payments under a contract recognized as an
immediate annuity under state insurance law obtained pursuant to an exchange of
contracts if: (a) purchase payments for the exchanged contract were contributed
or deemed to be contributed more than one year prior to the first annuity
payment payable under the immediate annuity; and (b) the annuity payments under
the immediate annuity do not meet the requirements of any other exception to the
10% penalty. This ruling may or may not imply that the exception to the 10%
penalty may not apply to annuity payments paid pursuant to a deferred annuity
obtained pursuant to an exchange of contract if: (a) purchase payments for the
exchanged contract were contributed or may be deemed to be contributed more than
one year prior to the first annuity payment pursuant to the deferred annuity
contract; or (b) the annuity payments pursuant to the deferred annuity do not
meet the requirements of any other exception to the 10% penalty.
Annuity Payments: The taxable portion of each payment received as an
annuity on or after the annuity start date is determined by a formula which
establishes the ratio that "investment in the contract" bears to the total value
of annuity payments to be made. However, the total amount excluded under this
ratio is limited to the "investment in the contract". The formula differs
between fixed and variable annuity payments. Where the annuity payments cease
because of the death of the person upon whose life payments are based and, as of
the date of death, the amount of annuity payments excluded from taxable income
by the exclusion ratio does not exceed the investment in the contract, then the
remaining portion of unrecovered investment is allowed as a deduction in the tax
year of such death.
Tax Free Exchanges: Section 1035 of the Code permits certain tax-free
exchanges of a life insurance, annuity or endowment contract for an annuity. If
an annuity is obtained by a tax-free exchange of a life insurance, annuity or
endowment contract purchased prior to August 14, 1982, then any distributions
other than as annuity payments which do not exceed the portion of the
"investment in the contract" (purchase payments made into the other contract,
less prior distributions) prior to August 14, 1982, are not included in taxable
income. In all other respects, the general provisions of the Code apply to
distributions from annuities obtained as part of such an exchange.
Transfers Between Investment Options: Transfers between investment
options are not subject to taxation. The Treasury Department may promulgate
guidelines under which a variable annuity will not be treated as an annuity for
tax purposes if persons with ownership rights have excessive control over the
investments underlying such variable annuity. Such guidelines may or may not
address the number of investment options or the number of transfers between
investment options offered under a variable annuity. It is not known whether
such guidelines, if in fact promulgated, would have retroactive effect. It is
also not known what effect, if any, such guidelines may have on transfers
between the investment options of the Annuity offered pursuant to this
Prospectus. We will take any action, including modifications to your Annuity or
the Sub-accounts, required to comply with such guidelines if promulgated.
Estate and Gift Tax Considerations: You should obtain competent tax
advice with respect to possible federal and state estate and gift tax
consequences flowing from the ownership and transfer of annuities.
Generation-Skipping Transfers: Under the Code certain taxes may be due
when all or part of an annuity is transferred to or a death benefit is paid to
an individual two or more generations younger than the contract holder. These
generation-skipping transfers generally include those subject to federal estate
or gift tax rules. There is an aggregate $1 million exemption from taxes for all
such transfers. We may be required to determine whether a transaction is a
direct skip as defined in the Code and the amount of the resulting tax. We will
deduct from your Annuity or from any applicable payment treated as a direct skip
any amount of tax we are required to pay.
Diversification: Section 817(h) of the Code provides that a variable
annuity contract, in order to qualify as an annuity, must have an "adequately
diversified" segregated asset account (including investments in a mutual fund by
the segregated asset account of insurance companies). The Treasury Department's
regulations prescribe the diversification requirements for variable annuity
contracts. We believe the underlying mutual fund portfolios should comply with
the terms of these regulations.
Federal Income Tax Withholding: Section 3405 of the Code provides for
Federal income tax withholding on the portion of a distribution which is
includible in the gross income of the recipient. Amounts to be withheld depend
upon the nature of the distribution. However, under most circumstances a
recipient may elect not to have income taxes withheld or have income taxes
withheld at a different rate by filing a completed election form with us.
Certain distributions, including rollovers, from most retirement plans, may be
subject to automatic 20% withholding for Federal income taxes. This will not
apply to: (a) any portion of a distribution paid as Minimum Distributions; (b)
direct transfers to the trustee of another retirement plan; (c) distributions
from an individual retirement account or individual retirement annuity; (d)
distributions made as substantially equal periodic payments for the life or life
expectancy of the participant in the retirement plan or the life or life
expectancy of such participant and his or her designated beneficiary under such
plan; and (e) certain other distributions where automatic 20% withholding may
not apply.
Tax Considerations When Using Annuities in Conjunction with Qualified
Plans: There are various types of qualified plans for which an annuity may be
suitable. Benefits under a qualified plan may be subject to that plan's terms
and conditions irrespective of the terms and conditions of any annuity used to
fund such benefits ("qualified contract"). We have provided below general
descriptions of the types of qualified plans in conjunction with which we may
issue an Annuity. These descriptions are not exhaustive and are for general
informational purposes only. We are not obligated to make or continue to make
new Annuities available for use with all the types of qualified plans shown
below.
The tax rules regarding qualified plans are complex. The application of these
rules depends on individual facts and circumstances. Before purchasing an
Annuity for use in funding a qualified plan, you should obtain competent tax
advice, both as to the tax treatment and suitability of such an investment.
Qualified contracts include special provisions changing or restricting certain
rights and benefits otherwise available to non-qualified annuities. You should
read your Annuity carefully to review any such changes or limitations. The
changes and limitations may include, but may not be limited to, restrictions on
ownership, transferability, assignability, contributions, distributions, as well
as reductions to the minimum allowable purchase payment for an annuity and any
subsequent annuity you may purchase for use as a qualified contract.
Additionally, various penalty and excise taxes may apply to contributions or
distributions made in violation of applicable limitations.
Individual Retirement Programs: Eligible individuals may maintain an
individual retirement account or individual retirement annuity ("IRA"). Subject
to limitations, contributions of certain amounts may be deductible from gross
income. Such persons may also maintain a form of IRA called a "Roth IRA".
Contributions to a Roth IRA are not deductible but, under certain circumstances,
distributions from such an account are tax-free. Purchasers of IRAs and Roth
IRAs will receive a special disclosure document, which describes limitations on
eligibility, contributions, transferability and distributions. It also describes
the conditions under which distributions from IRAs and qualified plans may be
rolled over or transferred into an IRA on a tax-deferred basis and the
conditions under which distributions from traditional IRAs may be rolled over
to, or the traditional IRA itself may be converted into a Roth IRA. Eligible
employers that meet specified criteria may Simplified Employee Pensions using
the employees' IRAs. These arrangements are known as SEP IRAs. Employer
contributions that may be made to SEP IRAs are larger than the amounts that may
be contributed to other IRAs, and may be deductible to the employer.
Tax Sheltered Annuities: A tax sheltered annuity ("TSA") under Section
403(b) of the Code is a contract into which contributions may be made for the
benefit of their employees by certain qualifying employers: public schools and
certain charitable, educational and scientific organizations. Such contributions
are not taxable to the employee until distributions are made from the TSA. The
Code imposes limits on contributions, transfers and distributions.
Nondiscrimination requirements apply as well.
Corporate Pension and Profit-sharing Plans: Annuities may be used to
fund employee benefits of various retirement plans established by corporate
employers. Contributions to such plans are not taxable to the employee until
distributions are made from the retirement plan. The Code imposes limitations on
contributions and distributions. The tax treatment of distributions is subject
to special provisions of the Code, and also depends on the design of the
specific retirement plan. There are also special requirements as to
participation, nondiscrimination, vesting and nonforfeitability of interests.
H.R. 10 Plans: Annuities may also be used to fund benefits of
retirement plans established by self-employed individuals for themselves and
their employees. These are commonly known as "H.R. 10 Plans" or "Keogh Plans".
These plans are subject to most of the same types of limitations and
requirements as retirement plans established by corporations. However, the exact
limitations and requirements may differ from those for corporate plans.
Tax Treatment of Distributions from Qualified Annuities: A 10% penalty
tax applies to the taxable portion of a distribution from a qualified contract
unless one of the following exceptions apply to such distribution: (a) it is
part of a properly executed transfer to another IRA, an individual retirement
account or another eligible qualified plan; (b) it occurs on or after the
taxpayer's age 59 1/2; (c) it is subsequent to the death or disability of the
taxpayer (for this purpose disability is as defined in Section 72(m)(7) of the
Code); (d) it is part of substantially equal periodic payments to be paid not
less frequently than annually for the taxpayer's life or life expectancy or for
the joint lives or life expectancies of the taxpayer and a designated
beneficiary; (e) it is subsequent to a separation from service after the
taxpayer attains age 55; (f) it does not exceed the employee's allowable
deduction in that tax year for medical care; and (g) it is made to an alternate
payee pursuant to a qualified domestic relations order. The exceptions stated
above in (e), (f) and (g) do not apply to IRAs.
Section 457 Plans: Under Section 457 of the Code, deferred compensation
plans established by governmental and certain other tax exempt employers for
their employees may invest in annuity contracts. The Code limits contributions
and distributions, and imposes eligibility requirements as well. Contributions
are not taxable to employees until distributed from the plan. However, plan
assets remain the property of the employer and are subject to the claims of the
employer's general creditors until such assets are made available to
participants or their beneficiaries.
OTHER MATTERS: Outlined below are certain miscellaneous matters you should know
before investing in an Annuity.
Deferral of Transactions: We may defer any distribution or transfer
from a Fixed Allocation or an annuity payout for a period not to exceed the
lesser of 6 months or the period permitted by law. If we defer a distribution or
transfer from any Fixed Allocation or any annuity payout for more than thirty
days, or less where required by law, we pay interest at the minimum rate
required by law but not less than 3%, or at least 4% if required by your
contract, per year on the amount deferred. We may defer payment of proceeds of
any distribution from any Sub-account or any transfer from a Sub-account for a
period not to exceed 7 calendar days from the date the transaction is effected.
Any deferral period begins on the date such distribution or transfer would
otherwise have been transacted (see "Pricing of Transfers and Distributions").
All procedures, including payment, based on the valuation of the Sub-accounts
may be postponed during the period: (1) the New York Stock Exchange is closed
(other than customary holidays or weekends) or trading on the New York Stock
Exchange is restricted as determined by the SEC; (2) the SEC permits
postponement and so orders; or (3) the SEC determines that an emergency exists
making valuation or disposal of securities not reasonably practical.
Resolving Material Conflicts: Underlying mutual funds or portfolios may
be available to registered separate accounts offering either or both life and
annuity contracts of insurance companies not affiliated with us. We also may
offer life insurance and/or annuity contracts that offer different variable
investment options from those offered under this Annuity, but which invest in
the same underlying mutual funds or portfolios. It is possible that differences
might arise between our Separate Account B and one or more accounts of other
insurance companies which participate in a portfolio. It is also possible that
differences might arise between a Sub-account offered under this Annuity and
variable investment options offered under different life insurance policies or
annuities we offer, even though such different variable investment options
invest in the same underlying mutual fund or portfolio. In some cases, it is
possible that the differences could be considered "material conflicts". Such a
"material conflict" could also arise due to changes in the law (such as state
insurance law or Federal tax law) which affect either these different life and
annuity separate accounts or differing life insurance policies and annuities. It
could also arise by reason of differences in voting instructions of persons with
voting rights under our policies and/or annuities and those of other companies,
persons with voting rights under annuities and those with rights under life
policies, or persons with voting rights under one of our life policies or
annuities with those under other life policies or annuities we offer. It could
also arise for other reasons. We will monitor events so we can identify how to
respond to such conflicts. If such a conflict occurs, we will take the necessary
action to protect persons with voting rights under our life policies or
annuities vis-a-vis those with rights under life policies or annuities offered
by other insurance companies. We will also take the necessary action to treat
equitably persons with voting rights under this Annuity and any persons with
voting rights under any other life policy or annuity we offer.
Modification: We reserve the right to any or all of the following: (a)
combine a Sub-account with other Sub-accounts; (b) combine Separate Account B or
a portion thereof with other "unitized" separate accounts; (c) terminate
offering certain Guarantee Periods for new or renewing Fixed Allocations; (d)
combine Separate Account D with other "non-unitized" separate accounts; (e)
deregister Separate Account B under the 1940 Act; (f) operate Separate Account B
as a management investment company under the 1940 Act or in any other form
permitted by law; (g) make changes required by any change in the Securities Act
of 1933, the Exchange Act of 1934 or the 1940 Act; (h) make changes that are
necessary to maintain the tax status of your Annuity under the Code; (i) make
changes required by any change in other Federal or state laws relating to
retirement annuities or annuity contracts; and (j) discontinue offering any
variable investment option at any time.
Also, from time to time, we may make additional Sub-accounts available to you.
These Sub-accounts will invest in underlying mutual funds or portfolios of
underlying mutual funds we believe to be suitable for the Annuity. We may or may
not make a new Sub-account available to invest in any new portfolio of one of
the current underlying mutual funds should such a portfolio be made available to
Separate Account B.
We may eliminate Sub-accounts, combine two or more Sub-accounts or substitute
one or more new underlying mutual funds or portfolios for the one in which a
Sub-account is invested. Substitutions may be necessary if we believe an
underlying mutual fund or portfolio no longer suits the purpose of the Annuity.
This may happen due to a change in laws or regulations, or a change in the
investment objectives or restrictions of an underlying mutual fund or portfolio,
or because the underlying mutual fund or portfolio is no longer available for
investment, or for some other reason. We would obtain prior approval from the
insurance department of our state of domicile, if so required by law, before
making such a substitution, deletion or addition. We also would obtain prior
approval from the SEC so long as required by law, and any other required
approvals before making such a substitution, deletion or addition.
We reserve the right to transfer assets of Separate Account B, which we
determine to be associated with the class of contracts to which your Annuity
belongs, to another "unitized" separate account. We also reserve the right to
transfer assets of Separate Account D which we determine to be associated with
the class of contracts to which your annuity belongs, to another "non-unitized"
separate account. We notify you (and/or any payee during the payout phase) of
any modification to your Annuity. We may endorse your Annuity to reflect the
change.
Misstatement of Age or Sex: If there has been a misstatement of the age
and/or sex of any person upon whose life annuity payments or the minimum death
benefit are based, we make adjustments to conform to the facts. As to annuity
payments: (a) any underpayments by us will be remedied on the next payment
following correction; and (b) any overpayments by us will be charged against
future amounts payable by us under your Annuity.
Ending the Offer: We may limit or discontinue offering Annuities.
Existing Annuities will not be affected by any such action.
Indemnification: Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing provisions, the
registrant has been informed 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.
Legal Proceedings: As of the date of this Prospectus, neither we nor
ASM, Inc. were involved in any litigation outside of the ordinary course of
business, and know of no material claims.
THE COMPANY: American Skandia Life Assurance Corporation (the "Company") is a
stock life insurance company domiciled in Connecticut with licenses in all 50
states. It is a wholly-owned subsidiary of American Skandia Investment Holding
Corporation (the "Parent"), whose ultimate parent is Skandia Insurance Company
Ltd., a Swedish company. The Company markets its products to broker-dealers and
financial planners through an internal field marketing staff. In addition, the
Company markets through and in conjunction with financial institutions such as
banks that are permitted directly, or through affiliates, to sell annuities.
In addition, the Company has 99.9% ownership in Skandia Vida, S.A. de C.V.
which is a life insurance company domiciled in Mexico. This Mexican life insurer
is a start up company with expectations of selling long-term savings products
within Mexico. The Company's investment in Skandia Vida, S.A. de C.V. is $1.5
million at December 31,1997.
Lines of Business: The Company is in the business of issuing annuity
policies, and has been so since its business inception in 1988. The Company
currently offers the following annuity products: a) certain deferred annuities
that are registered with the Securities and Exchange Commission, including
variable annuities and fixed interest rate annuities that include a market value
adjustment feature; b) certain other fixed deferred annuities that are not
registered with the Securities and Exchange Commission; c) certain group
variable annuities that are not registered with the Securities and Exchange
Commission that serve as funding vehicles for various types of qualified pension
and profit sharing plans; and d) fixed and adjustable immediate annuities.
Selected Financial Data: The following selected financial data is
qualified by reference to, and should be read in conjunction with, the financial
statements, including related notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this Prospectus. The selected financial data as of and for each of the years
ended December 31, 1997, 1996, 1995, 1994 and 1993 has not been audited. The
selected financial data has been derived from the full financial statements for
the years ended December 31, 1997, 1996, 1995, 1994 and 1993 which were
presented in conformity with generally accepted accounting principles and which
were audited by Ernst & Young LLP, independent auditors, with respect to the
year ended December 31, 1997 and Deloitte & Touche LLP, independent auditors,
with respect to the years ended December 31, 1996 and 1995, whose respective
reports on the Company's consolidated financial statements as of December 31,
1997 and 1996, and for the three years in the period ended December 31, 1997,
are included herein.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
<S> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Income Statement Data:
Revenues:
Annuity charges and fees* $ 121,157,846 $ 69,779,522 $ 38,837,358 $ 24,779,785 $ 11,752,984
Fee income 27,587,231 16,419,690 6,205,719 2,111,801 938,336
Net investment income 8,181,073 1,585,819 1,600,674 1,300,217 692,758
Annuity premium income
and other revenues 1,088,144 265,103 45,524 92,608 432,936
--------------- -------------- -------------- -------------- --------------
Total revenues $ 158,014,294 $ 88,050,134 $ 46,689,275 $ 28,284,411 $ 13,817,014
=============== ============== ============== ============== ==============
Benefits and Expenses:
Annuity benefits 2,033,275 613,594 555,421 369,652 383,515
Increase/(decrease) in annuity
policy reserves 37,270 634,540 (6,778,756) 5,766,003 1,208,454
Cost of minimum death benefit
reinsurance 4,544,697 2,866,835 2,056,606 - -
Return credited
to contractowners (2,018,635) 672,635 10,612,858 (516,730) 252,132
Underwriting, acquisition and
other insurance expenses 90,496,952 49,887,147 35,914,392 18,942,720 9,547,951
Interest expense 24,895,456 10,790,716 6,499,414 3,615,845 187,156
--------------- -------------- -------------- -------------- --------------
Total benefits and expenses $ 119,989,015 $ 65,465,467 $ 48,859,935 $ 28,177,490 $ 11,579,208
=============== ============== ============== ============== ==============
Income tax (benefit) expense $ 10,477,746 $ (4,038,357) $ 397,360 $ 247,429 $ 182,965
=============== ============== ============== ============== ==============
Net income (loss) $ 27,547,533 $ 26,623,024 $ (2,568,020) $ (140,508) $ 2,054,841
=============== ============== ============== ============== ==============
Balance Sheet Data:
Total Assets $12,972,416,108 $8,347,695,595 $5,021,012,890 $2,864,416,329 $1,558,548,537
=============== ============== ============== ============== ==============
Future fees payable
to parent $ 233,033,818 $ 47,111,936 $ 0 $ 0 $ 0
=============== ============== ============== ============== ==============
Surplus Notes $ 213,000,000 $ 213,000,000 $ 103,000,000 $ 69,000,000 $ 20,000,000
=============== ============== ============== ============== ==============
Shareholder's Equity $ 184,421,044 $ 126,345,031 $ 59,713,000 $ 52,205,524 $ 52,387,687
=============== ============== ============== ============== ==============
</TABLE>
* On annuity sales of $3,697,990,000, $2,795,114,000, $1,628,486,000,
$1,372,874,000 and $890,640,000 during the years ended December 31, 1997,
1996, 1995, 1994, and 1993, respectively, with contractowner assets under
management of $12,119,191,000, $7,764,891,000, $4,704,044,000,
$2,661,161,000 and $1,437,554,000 as of December 31, 1997, 1996, 1995,
1994 and 1993, respectively.
The above selected financial data should be read in conjunction with the
financial statements and the notes thereto.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS The Company's long term business plan was developed
reflecting the current sales and marketing approach. Annuity sales increased
32%, 72% and 19% in 1997, 1996 and 1995, respectively. The Company continues to
show significant growth in sales volume and increased market share within the
variable annuity industry. This growth is a result of innovative product
development activities, expansion of distribution channels and a focused effort
on customer orientation.
The Company primarily offers and sells a wide range of deferred
annuities through three focused marketing, sales and service teams.
Each team specializes in addressing one of the Company's primary
distribution channels: (a) financial planning firms; (b) broker-dealers
that generally are members of the New York Stock Exchange, including
"wirehouse" and regional broker-dealer firms; and (c) broker-dealers
affiliated with banks or which specialize in marketing to customers of
banks. The Company also offers a number of specialized products
distributed by select, large distributors. In 1995 and 1996, the
Company restructured its internal operations to better support the
specialized marketing, sales and service needs of the primary
distribution channels and of the select distributors of specialized
products. There has been continued growth and success in expanding the
number of selling agreements in the primary distribution channels.
There has also been increased success in enhancing the relationships
with the registered representatives/insurance agents of all the selling
firms.
<PAGE>
Total assets grew 55%, 66% and 75% in 1997, 1996 and 1995,
respectively. These increases were a direct result of the
substantial sales volume increasing separate account assets and
deferred acquisition costs as well as 1997 and 1996 growth in
fixed maturity investments in support of the Company's risk based
capital requirements. Liabilities grew 56%, 65%, and 76% in 1997,
1996 and 1995, respectively, as a result of the reserves required
for the increased sales activity along with borrowings during
these periods. The borrowings are needed to fund the acquisition
costs of the Company's variable annuity business.
The Company experienced a net gain after tax in 1997 and 1996 and
a net loss after tax in 1995. The 1997 and 1996 results were
related to the strong sales volume, favorable market climate,
expense savings relative to sales volume and recognition of
certain tax benefits.
The 1995 result was related to higher than anticipated expense
levels and additional reserving requirements on our market value
adjusted annuities. The increase in expenses was primarily
attributable to improving our service infrastructure and
marketing related costs, which was in part responsible for the
strong sales and financial performance in 1996.
Increasing volume of annuity sales results in higher assets under
management. The fees realized on assets under management have
resulted in annuity charges and fees increasing 74%, 80% and 57%
in 1997, 1996 and 1995, respectively.
Fee income has increased 68%, 165% and 194% in 1997, 1996 and
1995, respectively, as a result of income from transfer agency
type activities. These increases are also as a result of
increases in assets under management.
Net investment income increased 416% in 1997, decreased 1% in
1996 and increased 23% in 1995. The increase in 1997 was a direct
result of increased bond holdings in support of the Company's
risk based capital. The level net investment income in 1996 was a
result of the consistent investment holdings throughout most of
the year. The increase in 1995 was a result of a higher average
level of Company bonds and short-term investments.
Annuity premium income represents premiums earned on sales of
immediate annuities with life contingencies and supplementary
contracts with life contingencies.
Annuity benefits represent payments on annuity contracts with
mortality risks, these being immediate annuity contracts with
life contingencies and supplementary contracts with life
contingencies.
Increase/(decrease) in annuity policy reserves represents changes
in reserves for the immediate annuity with life contingencies,
supplementary contracts with life contingencies and guaranteed
minimum death benefits. During 1995, the Company entered into an
agreement to reinsure the guaranteed minimum death benefit
exposure on most of the variable annuity contracts. The costs
associated with reinsuring the guaranteed minimum death benefit
reserve exceeded the change in the guaranteed minimum death
benefit reserve during 1997 and 1996 as a result of minimum
required premiums within the reinsurance contract. The costs
associated with reinsuring the guaranteed minimum death benefit
reserve approximate the change in the guaranteed minimum death
benefit reserve during 1995, thereby having no significant effect
on the statement of operations.
Return credited to contractowners represents revenues on the
variable and market value adjusted annuities offset by the
benefit payments and change in reserves required on this
business. Also included are the benefit payments and change in
reserves on immediate annuity contracts without significant
mortality risks. The 1997 return credited to contractowners in
the amount of ($2.0) millions represents a break-even year for
our market value adjusted product line for the year. The 1996
return credited to contractowners in the amount of $0.7 million
represents a favorable investment return on the market value
adjusted contracts relating to the benefits and required
reserves, offset by the effect of bond market fluctuations on
December 31, 1996 in the amount of $1.8 million. While the
assets relating to the market value adjusted contracts reflect
the market interest rate fluctuations which occurred on December
31, 1996, the liabilities are based on the interest rates set
for new contracts which are generally based on the prior day's
interest rates. During the first week of January 1997, interest
rates were established for new contracts, thereby bringing the
liabilities relating to the market value adjusted contracts in
line with the related assets. Consequently, the gain realized in
1997 was a result of this liability shift.
In 1995, the Company earned a lower than anticipated separate
account investment return on the market value adjusted contracts
in support of the benefits and required reserves. In addition,
the 1995 result includes an increase in the required reserves
associated with this product.
Underwriting, acquisition and other insurance expenses for 1997
were made up of $186.9 million of commissions and $94.5 million
of general expenses offset by the net capitalization of deferred
acquisition costs totaling $191.1 million. This compares to the
same period last year of $140.4 million of commissions and $63.2
million of general expenses offset by the net capitalization of
deferred acquisition costs totaling $153.9 million.
Underwriting, acquisition and other insurance expenses for 1995
is made up of $62.8 million of commissions and $42.2 million of
general expenses offset by the net capitalization of deferred
acquisition costs totaling $69.2 million.
Interest expense increased $14.1 million, $4.3 million and $2.9
million in 1997, 1996 and 1995, respectively, as a result of
Surplus Notes totaling $213 million, $213 million and $103
million, at December 31, 1997, 1996 and 1995, respectively, along
with interest on Securitization (future fees payable to Parent)
transactions for the year 1997.
Income tax reflected an expense of $10.5 million for the year
ended December 31, 1997, a benefit of $4 million for the year
ended December 31, 1996 and an expense of $0.4 million for the
year ended December 31, 1995. The 1997 income tax expense is a
net result of applying the federal income tax rate of 35% to
pre-tax earnings reduced by permanent differences, with the most
significant item being the dividend received deduction. The 1996
benefit is related to management's release of the deferred tax
valuation allowance of $9.3 million, established prior to 1996.
Management believes that based on the taxable income produced in
the current year and the continued growth in annuity products,
the Company will produce sufficient taxable income in the future
to realize its deferred tax assets. Income tax expense in 1995
relates principally to an increase in the deferred tax valuation
allowance of $1.7 million, as well as, the Company being in an
Alternative Minimum Tax position for the year.
Liquidity and Capital Resources: The liquidity requirement of the
Company was met by cash from insurance operations, investment
activities, borrowings from its Parent and sale of rights to
future fees and charges to its Parent.
As previously stated, the Company continued to have significant
growth during 1997. The sales volume of $3.698 billion was
primarily (approximately 94%) variable annuities, most of which
carry a contingent deferred sales charge. This type of product
causes a temporary cash strain in that 100% of the proceeds are
invested in separate accounts supporting the product leaving a
cash (but not capital) strain caused by the acquisition cost for
the new business. This cash strain required the Company to look
beyond the cash made available by insurance operations and
investments of the Company. During 1996, the Company borrowed an
additional $110 million from its Parent in the form of Surplus
Notes. Also, during 1997 and 1996, the Company extended its
reinsurance agreements (which were initiated in 1993, 1994 and
1995). The reinsurance agreements are modified coinsurance
arrangements where the reinsurer shares in the experience of a
specific book of business. The income and expense items presented
above are net of reinsurance.
In addition, on December 17, 1996, the Company sold to its
Parent, effective September 1, 1996, certain rights to receive
future fees and charges expected to be realized on the variable
portion of a designated block of deferred annuity contracts
issued during the period January 1, 1994 through June 30, 1996
(Transaction 1996-1). Also, the Company entered into the
following similar transactions during 1997.
Closing Effective Contract Issue
Transaction Date Date Period
----------- ------- --------- --------------
1997-1 7/23/97 6/1/97 3/1/96 - 4/30/97
1997-2 12/30/97 12/1/97 5/1/95 - 12/31/96
1997-3 12/30/97 12/1/97 5/1/96 - 10/31/97
In connection with these transactions, the Parent, through a
trust, issued collateralized notes in a private placement, which
are secured by the rights to receive future fees and charges
purchased from the Company.
Under the terms of the Purchase Agreements, the rights sold
provide for the Parent to receive 80% (100% for Transaction
1997-3) of future mortality and expense charges and contingent
deferred sales charges, after reinsurance where applicable,
expected to be realized over the remaining surrender charge
period of the designated contracts (6 to 8 years). The Company
did not sell the right to receive future fees and charges after
the expiration of the surrender charge period.
The proceeds from the sales have been recorded as a liability and
are being amortized over the remaining surrender charge period of
the designated contracts using the interest method. The present
value of the transactions (discounted at 7.5%) of future fees as
of the respective Effective Date was as follows (amounts in
millions):
Present
Transaction Value
----------- -------
1996-1 $50.2
1997-1 58.8
1997-2 77.6
1997-3 58.2
<PAGE>
The Company expects to use borrowing, reinsurance and the sale of
future fee revenues to fund the cash strain anticipated from the
acquisition costs on the coming years' sales volume.
The tremendous growth of this young organization has depended on
capital support from its Parent. During December 1997, the
Company received $27.7 million from its Parent to support the
capital needs of its increased business during 1997 and the
anticipated 1998 growth in business.
As of December 31, 1997 and 1996, shareholder's equity was $184.4
million and $126.3 million, respectively, which includes the
carrying value of state insurance licenses in the amount of $4.6
million and $4.7 million, respectively.
ASLAC has long term surplus notes with its Parent and a
short-term borrowing with an affiliate. No dividends have been
paid to its parent company.
Year 2000 Compliance: The Company is a relatively young company
whose internally developed systems were designed from the start
with the correct four digit date fields. As a result, the
Company anticipates few technical problems related to the year
2000. However, we take this matter seriously and continue to
take precautions to ensure year 2000 compliance.
Steps taken to date include:
1. Any new, externally developed software is evaluated for year
2000 compliance before purchase. We also evaluate all new
service providers.
2. An external specialist had been engaged to perform a complete
assessment ofthe Company's operating systems and internally
developed software.
3. The Company is working with external business partners and
software providers to request and review their year 2000
compliance status and plans.
We anticipate full internal compliance by September 1998,
followed by continuous evaluation of internal systems, external
business partners and software providers until the year 2000.
Reserves: We are obligated to carry on our statutory books, as
liabilities, actuarial reserves to meet our obligations on outstanding annuity
or life insurance contracts. This is required by the life insurance laws and
regulations in the jurisdictions in which we do business. Such reserves are
based on mortality and/or morbidity tables in general use in the United States.
In general, reserves are computed amounts that, with additions from premiums to
be received, and with interest on such reserves compounded at certain assumed
rates, are expected to be sufficient to meet our policy obligations at their
maturities if death occurs in accordance with the mortality tables employed. In
the accompanying Financial Statements these reserves for policy obligations are
determined in accordance with generally accepted accounting principles and are
included in the liabilities of our separate accounts and the general account
liabilities for future benefits of annuity or life insurance contracts we issue.
Competition: We are engaged in a business that is highly competitive
due to the large number of insurance companies and other entities competing in
the marketing and sale of insurance products. There are approximately 2300
stock, mutual and other types of insurers in the life insurance business in the
United States.
Employees: As of December 31, 1997, we had 456 direct salaried
employees. An affiliate, American Skandia Information Services and Technology
Corporation, which provides services almost exclusively to us, had 79 direct
salaried employees.
Regulation: We are organized as a Connecticut stock life insurance
company, and are subject to Connecticut law governing insurance companies. We
are regulated and supervised by the Connecticut Commissioner of Insurance. By
March 1 of every year, we must prepare and file an annual statement, in a form
prescribed by the Connecticut Insurance Department, which covers our operations
for the preceding calendar year, and must prepare and file our statement of
financial condition as of December 31 of such year. The Commissioner and his or
her agents have the right at all times to review or examine our books and
assets. A full examination of our operations will be conducted periodically
according to the rules and practices of the National Association of Insurance
Commissioners ("NAIC"). We are subject to the insurance laws and various federal
and state securities laws and regulations and to regulatory agencies, such as
the Securities and Exchange Commission (the "SEC") and the Connecticut Banking
Department, which administer those laws and regulations.
We can be assessed up to prescribed limits for policyholder losses incurred by
insolvent insurers under the insurance guaranty fund laws of most states. We
cannot predict or estimate the amount any such future assessments we may have to
pay. However, the insurance guaranty laws of most states provide for deferring
payment or exempting a company from paying such an assessment if it would
threaten such insurer's financial strength.
Several states, including Connecticut, regulate insurers and their affiliates
under insurance holding company laws and regulations. This applies to us and our
affiliates. Under such laws, inter-company transactions, such as dividend
payments to parent companies and transfers of assets, may be subject to prior
notice and approval, depending on factors such as the size of the transaction in
relation to the financial position of the companies.
Currently, the federal government does not directly regulate the business of
insurance. However, federal legislative, regulatory and judicial decisions and
initiatives often have significant effects on our business. Types of changes
that are most likely to affect our business include changes to: (a) the taxation
of life insurance companies; (b) the tax treatment of insurance products; (c)
the securities laws, particularly as they relate to insurance and annuity
products; (d) the "business of insurance" exemption from many of the provisions
of the anti-trust laws; (e) the barriers preventing most banks from selling or
underwriting insurance: and (f) any initiatives directed toward improving the
solvency of insurance companies. We would also be affected by federal
initiatives that have impact on the ownership of or investment in United States
companies by foreign companies or investors.
<TABLE>
<CAPTION>
Executive Officers and Directors:
Our executive officers, directors and certain significant employees, their ages,
positions with us and principal occupations are indicated below. The immediately
preceding work experience is provided for officers that have not been employed
by us or an affiliate for at least five years as of the date of this Prospectus.
<S> <C> <C> <C>
Name/ Position with American Skandia
Age Life Assurance Corporation Principal Occupation
Gordon C. Boronow* Deputy Chief Executive Deputy Chief Executive
45 Officer and President Officer and President:
Director (since July, 1991) American Skandia Life
Assurance Corporation
Nancy F. Brunetti Director (since February, 1996) Executive Vice President and
36 Chief Operating Officer:
American Skandia Information
Services and Technology Corporation
Malcolm M. Campbell Director (since July, 1991) Director of Operations and
42 Chief Actuary, Assurance and
Financial Services Division:
Skandia Insurance Company Ltd.
Jan R. Carendi* Chief Executive Senior Executive Vice President and
53 Officer and Member of Executive Management Group:
Chairman of the Skandia Insurance Company Ltd.
Board of Directors
Director (since May, 1988)
Lincoln R. Collins Executive Vice President and Executive Vice President
37 Chief Operating Officer and Chief Operating Officer:
Director (since February, 1996) American Skandia Life
Assurance Corporation
Henrik Danckwardt Director (since July, 1991) Director of Finance
44 and Administration,
Assurance and Financial
Services Division:
Skandia Insurance Company Ltd.
Wade A. Dokken Director (since July, 1991) President and Deputy
38 Chief Executive Officer:
American Skandia Marketing, Incorporated
Brian L. Hirst Vice President, Vice President,
50 Corporate Actuary Corporate Actuary:
American Skandia Life
Assurance Corporation
Mr. Hirst joined us in 1996. He previously held the positions of Vice President
from 1993 to 1996 and Second Vice President from 1987 to 1992 at Allmerica
Financial.
N. David Kuperstock Vice President, Vice President,
46 Product Development Product Development:
American Skandia Life
Assurance Corporation
Thomas M. Mazzaferro Executive Vice President and Executive Vice President and
45 Chief Financial Officer, Chief Financial Officer:
Director (since September, 1994) American Skandia Life
Assurance Corporation
Gunnar J. Moberg Director (since October, 1994) Director - Marketing and Sales,
43 Assurances and Financial
Services Division:
Skandia Insurance Company Ltd.
David R. Monroe Vice President, Vice President,
36 Controller Controller:
American Skandia Life
Assurance Corporation
Mr. Monroe joined us in 1996. He previously held positions of Assistant
Vice President and Director at Allmerica Financial from August, 1994 to July,
1996 and Senior Manager at KPMG Peat Marwick from July, 1983 to July, 1994.
Rodney D. Runestad Vice President Vice President:
48 American Skandia Life
Assurance Corporation
Anders O. Soderstrom Executive Vice President and President and
38 Chief Information Officer Chief Information Officer:
Director (since September, 1994) American Skandia Information
Services and Technology Corporation
Amanda C. Sutyak Executive Vice President Vice President
40 Director (since July, 1991) American Skandia
Marketing, Incorporated
C. Ake Svensson Treasurer, Vice President, Corporate
47 Director (since December, 1994) Controller and Treasurer:
American Skandia Investment
Holding Corporation
Mr. Svensson joined us in 1994. He previously held the position of Senior Vice
President with Nordenbanken.
Bayard F. Tracy Director (since September, 1994) Senior Vice President,
50 National Sales Manager:
American Skandia
Marketing, Incorporated
Jeffrey M. Ulness Vice President, Vice President,
37 Product Management Product Management:
American Skandia Life
Assurance Corporation
Mr. Ulness joined us in 1994. He previously held the positions of Counsel at
North American Security Life Insurance Company from March, 1991 to July, 1994
and Associate at LeBoeuf, Lamb, Leiby, Green and MacRae from January, 1990 to
March 1991.
- --------
* Trustees of American Skandia Trust, one of the underlying mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.
</TABLE>
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION: The following are the
contents of the Statement of Additional Information:
(1) General Information Regarding American Skandia Life Assurance
Corporation
(2) Principal Underwriter
(3) Calculation of Performance Data
(4) Unit Price Determinations
(5) Calculating the Market Value Adjustment
(6) Independent Auditors
(7) Legal Experts
(8) Appendix A - Financial Statements for Separate Account B (Class 3
Sub-accounts)
FINANCIAL STATEMENTS: The consolidated financial statements which follow in
Appendix A are those of American Skandia Life Assurance Corporation as of
December 31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997. Financial statements for the Class 3 Sub-accounts of Separate
Account B are found in the Statement of Additional Information.
<PAGE>
APPENDIXES
APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION
APPENDIX B SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO
INVESTMENT OBJECTIVES AND POLICIES
<PAGE>
APPENDIX A
FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholder of
American Skandia Life Assurance Corporation
Shelton, Connecticut
We have audited the consolidated statement of financial condition of American
Skandia Life Assurance Corporation (the "Company" which is a wholly-owned
subsidiary of Skandia Insurance Company Ltd.) as of December 31, 1997, and the
related consolidated statements of operations, shareholder's equity, and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1997 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of American
Skandia Life Assurance Corporation at December 31, 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/Ernst & Young LLP
- --------------------
Hartford, Connecticut
February 20, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholder of
American Skandia Life Assurance Corporation
Shelton, Connecticut
We have audited the accompanying consolidated statement of financial condition
of American Skandia Life Assurance Corporation and subsidiary (a wholly-owned
subsidiary of Skandia Insurance Company Ltd.) as of December 31, 1996, and the
related consolidated statements of operations, shareholder's equity, and cash
flows for each of the two years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of American Skandia Life
Assurance Corporation and subsidiary as of December 31, 1996, and the results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.
/s/Deloitte & Touche LLP
- ------------------------
New York, New York
March 10, 1997
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
<S> <C> <C>
AS OF DECEMBER 31,
1997 1996
--------------- --------------
ASSETS
Investments:
Fixed maturities - at amortized cost $ 9,366,671 $ 10,090,369
Fixed maturities - at fair value 108,323,668 87,369,724
Investment in mutual funds - at fair value 6,710,851 2,637,731
Policy loans 687,267 159,482
--------------- --------------
Total investments 125,088,457 100,257,306
Cash and cash equivalents 81,974,204 45,332,131
Accrued investment income 2,441,671 1,958,546
Fixed assets 356,153 229,780
Deferred acquisition costs 628,051,995 438,640,918
Reinsurance receivable 3,120,221 2,167,818
Receivable from affiliates 1,910,895 691,532
Income tax receivable - current 1,047,493 -
Income tax receivable - deferred 26,174,369 17,217,582
State insurance licenses 4,562,500 4,712,500
Other assets 2,524,581 2,047,689
Separate account assets 12,095,163,569 7,734,439,793
--------------- --------------
Total Assets $12,972,416,108 $8,347,695,595
=============== ==============
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES:
Reserve for future contractowner benefits $ 43,204,443 $ 36,245,936
Policy reserves 24,414,999 21,238,749
Income tax payable - 1,124,151
Drafts outstanding 19,277,706 13,032,719
Accounts payable and accrued expenses 71,190,019 65,471,294
Payable to affiliates 584,283 685,724
Future fees payable to parent 233,033,818 47,111,936
Payable to reinsurer 78,126,227 79,000,262
Short-term borrowing 10,000,000 10,000,000
Surplus notes 213,000,000 213,000,000
Separate account liabilities 12,095,163,569 7,734,439,793
--------------- --------------
Total Liabilities 12,787,995,064 8,221,350,564
--------------- --------------
SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
authorized, issued and outstanding 2,000,000 2,000,000
Additional paid-in capital 151,527,229 122,250,117
Unrealized investment gains and losses, net 954,069 (319,631)
Foreign currency translation, net (286,038) (263,706)
Retained earnings 30,225,784 2,678,251
--------------- --------------
Total Shareholder's Equity 184,421,044 126,345,031
--------------- --------------
Total Liabilities and Shareholder's Equity $12,972,416,108 $8,347,695,595
=============== ==============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31,
1997 1996 1995
------------ ------------ -----------
REVENUES:
Annuity charges and fees $121,157,846 $69,779,522 $38,837,358
Fee income 27,587,231 16,419,690 6,205,719
Net investment income 8,181,073 1,585,819 1,600,674
Annuity premium income 920,042 125,000 -
Net realized capital gains 87,103 134,463 36,774
Other 80,999 5,640 8,750
------------ ----------- -----------
Total Revenues 158,014,294 88,050,134 46,689,275
------------ ----------- -----------
BENEFITS AND EXPENSES:
Benefits:
Annuity benefits 2,033,275 613,594 555,421
Increase/(decrease) in annuity policy reserves 37,270 634,540 (6,778,756)
Cost of minimum death benefit reinsurance 4,544,697 2,866,835 2,056,606
Return credited to contractowners (2,018,635) 672,635 10,612,858
------------ ----------- -----------
4,596,607 4,787,604 6,446,129
------------ ----------- -----------
Expenses:
Underwriting, acquisition and other insurance expenses 90,346,952 49,737,147 35,764,392
Amortization of state insurance licenses 150,000 150,000 150,000
Interest expense 24,895,456 10,790,716 6,499,414
------------ ----------- -----------
115,392,408 60,677,863 42,413,806
------------ ----------- -----------
Total Benefits and Expenses 119,989,015 65,465,467 48,859,935
------------ ----------- -----------
Income (loss) from operations
before income taxes 38,025,279 22,584,667 (2,170,660)
Income tax expense (benefit) 10,477,746 (4,038,357) 397,360
------------ ----------- -----------
Net income (loss) $ 27,547,533 $26,623,024 $(2,568,020)
============ =========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31,
1997 1996 1995
------------ ------------ ------------
Common stock, balance at beginning and end of year $ 2,000,000 $ 2,000,000 $ 2,000,000
------------ ------------ ------------
Additional paid-in capital:
Balance at beginning of year 122,250,117 81,874,666 71,623,932
Additional contributions 29,277,112 40,375,451 10,250,734
------------ ------------ ------------
Balance at end of year 151,527,229 122,250,117 81,874,666
------------ ------------ ------------
Unrealized investment gains and losses:
Balance at beginning of year (319,631) 111,359 (41,655)
Change in unrealized investment gains and losses, net 1,273,700 (430,990) 153,014
------------ ------------ ------------
Balance at end of year 954,069 (319,631) 111,359
------------ ------------ ------------
Foreign currency translation:
Balance at beginning of year (263,706) (328,252) -
Change in foreign currency translation, net (22,332) 64,546 (328,252)
------------ ------------ ------------
Balance at end of year (286,038) (263,706) (328,252)
------------ ------------ ------------
Retained earnings (deficit):
Balance at beginning of year 2,678,251 (23,944,773) (21,376,753)
Net income (loss) 27,547,533 26,623,024 (2,568,020)
------------ ------------ ------------
Balance at end of year 30,225,784 2,678,251 (23,944,773)
------------ ------------ ------------
Total Shareholder's Equity $184,421,044 $126,345,031 $ 59,713,000
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31,
1997 1996 1995
--------------- --------------- --------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income/(loss) $ 27,547,533 26,623,024 (2,568,020)
Adjustments to reconcile net income/(loss) to net cash
used in operating activities:
Increase/(decrease) in policy reserves 3,176,250 1,852,259 (4,667,765)
Amortization of bond discount 72,986 27,340 23,449
Amortization of insurance licenses 150,000 150,000 150,000
Change in receivable from/payable to affiliates (1,320,804) 540,484 (347,884)
Change in income tax receivable/payable (2,171,644) 1,688,001 (600,849)
Increase in other assets (603,265) (661,084) (372,120)
Increase in accrued investment income (483,125) (1,764,472) (20,420)
Increase in reinsurance receivable (952,403) (179,776) (1,988,042)
Increase in deferred acquisition costs, net (189,411,077) (168,418,535) (96,212,774)
Increase in income tax receivable - deferred (9,630,603) (16,903,477) -
Increase in accounts payable and accrued expenses 5,718,725 32,322,727 945,483
Increase in drafts outstanding 6,244,987 13,032,719 -
Change in foreign currency translation, net (34,356) (77,450) (328,252)
Realized gain on sale of investments (87,103) (134,463) (36,774)
--------------- --------------- --------------
Net cash used in operating activities (161,783,899) (111,902,703) (106,023,968)
--------------- --------------- --------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of fixed maturity investments (28,905,493) (96,812,903) (614,289)
Proceeds from sale and maturity of fixed maturity investments 10,755,550 8,947,390 100,000
Purchase of shares in mutual funds (5,595,342) (2,160,347) (1,566,194)
Proceeds from sale of shares in mutual funds 1,415,576 1,273,640 867,744
Increase in policy loans (527,785) (104,427) (37,807)
Change in investments of separate account assets (3,691,031,470) (2,789,361,685) (1,609,415,439)
--------------- --------------- ---------------
Net cash used in investing activities (3,713,888,964) (2,878,218,332) (1,610,665,985)
--------------- --------------- ---------------
CASH FLOW FROM FINANCING ACTIVITIES:
Capital contributions from parent 29,277,112 40,375,451 10,250,734
Surplus notes - 110,000,000 34,000,000
Increase in future fees payable to parent 185,921,882 47,111,936 -
Increase/(decrease) in payable to reinsurer (874,035) 14,004,792 24,890,064
Proceeds from annuity sales 3,697,989,977 2,795,114,603 1,628,486,076
--------------- --------------- ---------------
Net cash provided by financing activities 3,912,314,936 3,006,606,782 1,697,626,874
--------------- --------------- ---------------
Net increase/(decrease) in cash and cash equivalents 36,642,073 16,485,747 (19,063,079)
--------------- --------------- ---------------
Cash and cash equivalents at beginning of year 45,332,131 28,846,384 47,909,463
--------------- --------------- ---------------
Cash and cash equivalents at end of year $ 81,974,204 45,332,131 28,846,384
=============== =============== ===============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid $ 22,307,992 11,177,120 995,496
=============== =============== ===============
Interest paid $ 16,915,835 7,094,767 540,319
=============== =============== ===============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements
December 31, 1997
1. ORGANIZATION AND OPERATION
American Skandia Life Assurance Corporation (the "Company") is a
wholly-owned subsidiary of American Skandia Investment Holding
Corporation (the "Parent"); whose ultimate parent is Skandia Insurance
Company Ltd., a Swedish corporation.
The Company develops annuity products and issues its products through
its affiliated broker/dealer company, American Skandia Marketing,
Incorporated. The Company currently issues variable, fixed, market
value adjusted and immediate annuities.
The Company has 99.9% ownership in Skandia Vida, S.A. de C.V. which is
a life insurance company domiciled in Mexico. This Mexican life
insurer is a start up company with expectations of selling long term
savings products within Mexico. Total shareholder's equity of Skandia
Vida, S.A. de C.V. is $1,509,146 as of December 31, 1997.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Reporting
The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles. Intercompany transactions and balances have been
eliminated in consolidation.
Certain reclassifications have been made to prior year amounts to
conform with the current year presentation.
B. New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") 130,
"Reporting Comprehensive Income", which is effective for fiscal
years beginning after December 15, 1997. SFAS 130 sets standards
for the reporting and display of comprehensive income and its
components in financial statements. Application of the new rules
will not impact the Company's financial position or net income. The
Company expects to adopt this pronouncement in the first quarter of
1998, which will include the presentation of comprehensive income
for prior periods presented for comparative purposes, as required
by SFAS 130. The primary element of comprehensive income applicable
to the Company is changes in unrealized gains and losses on
securities classified as available for sale.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
C. Investments
The Company has classified its fixed maturity investments as either
held-to-maturity or available-for-sale. Investments classified as
held-to-maturity are investments that the Company has the ability
and intent to hold to maturity. Such investments are carried at
amortized cost. Those investments which are classified as
available-for-sale are carried at fair value and changes in
unrealized gains and losses are reported as a component of
shareholder's equity.
The Company has classified its mutual fund investments as
available-for-sale. Such investments are carried at fair value and
changes in unrealized gains and losses are reported as a component
of shareholder's equity.
Policy loans are carried at their unpaid principal balances.
Realized gains and losses on disposal of investments are determined
by the specific identification method and are included in revenues.
D. Cash Equivalents
The Company considers all highly liquid time deposits, commercial
paper and money market mutual funds purchased with a maturity of
three months or less to be cash equivalents.
E. State Insurance Licenses
Licenses to do business in all states have been capitalized and
reflected at the purchase price of $6 million less accumulated
amortization. The cost of the licenses is being amortized over 40
years.
F. Fixed Assets
Fixed assets consisting of furniture, equipment and leasehold
improvements are carried at cost and depreciated on a straight line
basis over a period of three to five years. Accumulated
depreciation amounted to $95,823 and $32,641 at December 31, 1997
and 1996, respectively. Depreciation expense for the years ended
December 31, 1997 and 1996 was $63,182 and $28,892, respectively.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
G. Recognition of Revenue and Contract Benefits
Annuity contracts without significant mortality risk, as defined by
SFAS 97, "Accounting and Reporting by Insurance Enterprises for
Certain Long-Duration Contracts", are classified as investment
contracts (variable, market value adjusted and certain immediate
annuities) and those with mortality risk (immediate annuities) as
insurance products. The policy for revenue and contract benefit
recognition is described below.
Revenues for variable annuity contracts consist of charges against
contractowner account values for mortality and expense risks,
administration fees, surrender charges and an annual maintenance
fee per contract. Benefit reserves for variable annuity contracts
represent the account value of the contracts and are included in
the separate account liabilities.
Revenues for market value adjusted annuity contracts consist of
separate account investment income reduced by benefit payments and
changes in reserves in support of contractowner obligations, all of
which is included in return credited to contractowners. Benefit
reserves for these contracts represent the account value of the
contracts, and are included in the general account liability for
future contractowner benefits to the extent in excess of the
separate account liabilities.
Revenues for immediate annuity contracts without life contingencies
consist of net investment income. Revenues for immediate annuity
contracts with life contingencies consist of single premium
payments recognized as annuity considerations when received.
Benefit reserves for these contracts are based on the Society of
Actuaries 1983 Table-a with assumed interest rates that vary by
issue year. Assumed interest rates ranged from 6.5% to 8.25% at
both December 31, 1997 and 1996.
Annuity sales were $3,697,990,000, $2,795,114,000 and
$1,628,486,000 for the years ended December 31, 1997, 1996 and
1995, respectively. Annuity contract assets under management were
$12,119,191,000, $7,764,891,000 and $4,704,044,000 at December 31,
1997, 1996 and 1995, respectively.
H. Deferred Acquisition Costs
The costs of acquiring new business, which vary with and are
primarily related to the production of new business, are being
deferred. These costs include commissions, cost of contract
issuance, and certain selling expenses that vary with production.
These costs are being amortized generally in proportion to expected
gross profits from surrender charges, policy and asset based fees
and mortality and expense margins. This amortization is adjusted
retrospectively and prospectively when estimates of current and
future gross profits to be realized from a group of products are
revised.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
Details of the deferred acquisition costs and related amortization
for the years ended December 31, are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997 1996 1995
---- ---- ----
Balance at beginning of year $438,640,918 $270,222,383 $174,009,609
Acquisition costs deferred
during the year 262,257,543 190,995,588 106,063,698
Acquisition costs amortized
during the year 72,846,466 22,577,053 9,850,924
------------ ------------ ------------
Balance at end of year $628,051,995 $438,640,918 $270,222,383
============ ============ ============
</TABLE>
I. Separate Accounts
Assets and liabilities in Separate Accounts are shown as separate
captions in the consolidated statements of financial condition.
Separate Account assets consist principally of long term bonds,
investments in mutual funds and short-term securities, all of
which are carried at fair value.
Included in Separate Account liabilities are $773,066,633 and
$644,233,883 at December 31, 1997 and 1996, respectively, relating
to annuity contracts for which the contractholder is guaranteed a
fixed rate of return. Separate Account assets of $773,066,633 and
$644,233,883 at December 31, 1997 and 1996, respectively,
consisting of long term bonds, short term securities, transfers
due from general account and cash are held in support of these
annuity contracts, pursuant to state regulation.
J. Fair Values of Financial Instruments
The methods and assumptions used to determine the fair value of
financial instruments are as follows:
Fair values of fixed maturities with active markets are based on
quoted market prices. For fixed maturities that trade in less
active markets, fair values are obtained from an independent
pricing service.
Fair values of investments in mutual funds are based on quoted
market prices.
The carrying value of cash and cash equivalents approximates fair
value due to the short-term nature of these investments.
Fair values of certain financial instruments, such as future fees
payable to the parent and surplus notes are not readily
determinable and are excluded from fair value disclosure
requirements.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
K. Income Taxes
The Company is included in the consolidated federal income tax
return of Skandia U.S. Holding Corporation and its subsidiaries. In
accordance with the tax sharing agreement, the federal and state
income tax provision is computed on a separate return basis, as
adjusted for consolidated items, such as net operating loss
carryforwards.
Income taxes are provided in accordance with the SFAS 109,
"Accounting for Income Taxes", which requires the asset and
liability method of accounting for deferred taxes. The object of
this method is to recognize an asset and liability for the expected
future tax effects due to temporary differences between the
financial reporting and the tax basis of assets and liabilities,
based on enacted tax rates and other provisions of the tax law.
L. Translation of Foreign Currency
The financial position and results of operations of the Company's
Mexican subsidiary are measured using local currency as the
functional currency. Assets and liabilities of the subsidiary are
translated at the exchange rate in effect at each year-end.
Statements of operations and shareholder's equity accounts are
translated at the average rate prevailing during the year.
Translation adjustments arising from the use of differing exchange
rates from period to period are included in shareholder's equity.
M. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires that management
make estimates and assumptions that affect the reported amount of
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. The more significant estimates and assumptions are related
to deferred acquisition costs and involve policy lapses, investment
return and maintenance expenses. Actual results could differ from
those estimates.
N. Reinsurance
The Company cedes reinsurance under modified co-insurance
arrangements. The reinsurance arrangements provide additional
capacity for growth in supporting the cash flow strain from the
Company's variable annuity business. The reinsurance is effected
under quota share contracts.
The Company also reinsures certain mortality risks. These risks
result from the guaranteed minimum death benefit feature in the
variable annuity products.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
3. INVESTMENTS
The amortized cost, gross unrealized gains (losses) and estimated fair
value of available-for-sale and held-to-maturity fixed maturities and
investments in mutual funds as of December 31, 1997 and 1996 are shown
below. All securities held at December 31, 1997 are publicly traded.
Investments in fixed maturities as of December 31, 1997 consisted of
the following:
Held-to-Maturity
----------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
U.S. Government
Obligations $3,789,498 $71,197 $ 8,517 $3,852,178
Obligations of State and
Political Subdivisions 50,000 - - 50,000
Corporate Securities 5,527,173 1,949 19,487 5,509,635
----------- ------- -------- -----------
Totals $9,366,671 $73,146 $28,004 $9,411,813
========== ======= ======= ==========
Available-for-Sale
------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
U.S. Government
Obligations $ 14,999,291 $ 201,664 - $15,200,955
Obligations of
State and Political
Subdivisions 202,224 318 - 202,542
Corporate
Securities 91,469,384 1,505,656 54,869 92,920,171
-------------- ----------- -------- ------------
Totals $106,670,899 $1,707,638 $54,869 $108,323,668
============ ========== ======= ============
</TABLE>
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
The amortized cost and fair value of fixed maturities, by contractual
maturity, at December 31, 1997 are shown below.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Held-to-Maturity Available-for-Sale
---------------- ------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ----- --------- -----
Due in one year or less $1,049,977 $1,050,001 $ 2,990,584 $ 2,992,050
Due after one through five years 8,062,630 8,105,822 26,857,218 27,121,041
Due after five through ten years 254,064 255,990 76,823,097 78,210,577
---------- ---------- ------------ ------------
Total $9,366,671 $9,411,813 $106,670,899 $108,323,668
========== ========== ============ ============
</TABLE>
Investments in fixed maturities as of December 31, 1996 consisted of
the following:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Held-to-Maturity
----------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
U.S. Government
Obligations $ 4,299,803 $88,268 $22,937 $ 4,365,134
Obligations of
State and Political
Subdivisions 250,119 229 - 250,348
Corporate
Securities 5,540,447 - 62,660 5,477,787
----------- ---------- -------- -----------
Totals $10,090,369 $88,497 $85,597 $10,093,269
=========== ======= ======= ===========
</TABLE>
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
<TABLE>
<CAPTION>
Available for Sale
------------------
<S> <C> <C> <C> <C>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
U.S. Government
Obligations $14,508,780 - $ 79,745 $14,429,035
Obligations of
State and Political
Subdivisions 202,516 26 - 202,542
Other Government
Obligations 5,047,790 - 7,440 5,040,350
Corporate
Securities 68,101,413 83,312 486,928 67,697,797
----------- ------- -------- -----------
Totals $87,860,499 $83,338 $574,113 $87,369,724
=========== ======= ======== ===========
</TABLE>
Proceeds from sales of fixed maturities during 1997, 1996 and 1995 were
$5,055,550, $8,732,390 and $0, respectively. Proceeds from maturities
during 1997, 1996 and 1995 were $5,700,000, $215,000 and $100,000,
respectively.
The cost, gross unrealized gains (losses) and fair value of investments
in mutual funds at December 31, 1997 and 1996 are shown below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
---- ---------- ---------- -----
1997 $6,895,821 $43,506 $228,476 $6,710,851
========== ======= ======== ==========
1996 $2,638,695 $59,278 $ 60,242 $2,637,731
========== ======= ========= ==========
</TABLE>
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
Net realized investment gains (losses) were as follows for the years
ended December 31:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997 1996 1995
---- ---- ----
Fixed Maturities:
Gross gains $ 9,800 $ - $ -
Gross losses - - -
Investment in Mutual Funds:
Gross gains 115,824 139,814 65,236
Gross losses (38,521) (5,351) (28,462)
---------- ----------- --------
Totals $ 87,103 $134,463 $36,774
========= ======== =======
</TABLE>
4. NET INVESTMENT INCOME
The sources of net investment income for the years ended December 31,
1997, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997 1996 1995
---- ---- ----
Fixed maturities $6,616,560 $ 836,591 $ 629,743
Cash and cash equivalents 1,153,790 684,653 986,932
Investment in mutual funds 553,864 143,737 59,895
Policy loans 28,243 5,274 4,025
---------- ---------- ----------
Total investment income 8,352,457 1,670,255 1,680,595
Investment expenses 171,384 84,436 79,921
---------- ---------- ----------
Net investment income $8,181,073 $1,585,819 $1,600,674
========== ========== ==========
</TABLE>
5. INCOME TAXES
The significant components of income tax expense (benefit) are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997 1996 1995
---- ---- ----
Current tax expense $20,108,348 $12,865,120 $397,360
Deferred tax benefit (9,630,602) (16,903,477) -
----------- ---------- --------
Total income tax expense (benefit) $10,477,746 $(4,038,357) $397,360
=========== ============ ========
</TABLE>
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
The tax effects of significant items comprising the Company's deferred
tax balance as of December 31, 1997 and 1996, are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
---- ----
Deferred Tax (Liabilities):
Deferred acquisition costs ($159,765,795) ($103,072,477)
Payable to reinsurer (25,369,078) (23,025,326)
Policy fees (656,311) (491,640)
Unrealized investment gains and losses (513,731) 172,109
------------- --------------
Total (186,304,915) (126,417,334)
------------ ------------
Deferred Tax Assets:
Net separate account liabilities 175,872,109 121,092,798
Reserve for future contractowner benefits 15,121,555 12,686,078
Other reserve differences 10,534,160 4,527,886
Deferred compensation 7,186,789 4,392,526
Surplus notes interest 2,728,676 548,730
Foreign exchange translation 154,020 141,996
Other 881,975 244,902
------------- -------------
Total 212,479,284 143,634,916
------------ ------------
Net deferred tax balance $ 26,174,369 $ 17,217,582
============ ============
</TABLE>
Management believes that based on the taxable income produced in the
current year and the continued growth in annuity products, the Company
will produce sufficient taxable income in the future to realize its
deferred tax asset. As such, the Company released the deferred tax
valuation allowance of $9,324,853 in 1996.
The income tax expense was different from the amount computed by
applying the federal statutory tax rate of 35% to pre-tax income from
continuing operations as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997 1996 1995
---- ---- ----
Income (loss) before taxes $38,025,279 $22,584,667 ($2,170,660)
Income tax rate 35% 35% 35%
----------- ----------- -----------
Tax expense at federal
statutory income tax rate 13,308,848 7,904,633 (759,731)
Tax effect of:
Change in valuation allowance - (9,324,853) 1,680,339
Dividend received deduction (4,585,000) (2,266,051) (477,139)
Other 866,973 (707,685) (48,821)
State income taxes 886,925 355,599 2,712
----------- ----------- -----------
Income tax expense (benefit) $10,477,746 ($ 4,038,357) $ 397,360
=========== =========== ===========
</TABLE>
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
6. RECEIVABLE FROM/PAYABLE TO AFFILIATES
Certain operating costs (including personnel, rental of office space,
furniture, and equipment) have been charged to the Company at cost by
American Skandia Information Services and Technology Corporation, an
affiliated company; and likewise, the Company has charged operating
costs to American Skandia Investment Services, Incorporated, an
affiliated company. The total cost to the Company for these items was
$5,572,404, $11,581,114 and $12,687,337 for the years ended December
31, 1997, 1996 and 1995, respectively. Income received for these items
was $3,224,645, $1,148,364 and $396,573 for the years ended December
31, 1997, 1996 and 1995, respectively. Amounts receivable from
affiliates under these arrangements were $548,887 and $548,792 as of
December 31, 1997 and 1996, respectively. Amounts payable to affiliates
under these arrangements were $263,742 and $619,089 as of December 31,
1997 and 1996, respectively.
7. FUTURE FEES PAYABLE TO PARENT
On December 17, 1996, the Company sold to its Parent, effective
September 1, 1996, certain rights to receive future fees and charges
expected to be realized on the variable portion of a designated block
of deferred annuity contracts issued during the period from January 1,
1994 through June 30, 1996 (Transaction 1996-1). In addition, the
Company entered into the following similar transactions during 1997:
Closing Effective Contract Issue
Transaction Date Date Period
----------- ------- --------- --------------
1997-1 7/23/97 6/1/97 3/1/96 - 4/30/97
1997-2 12/30/97 12/1/97 5/1/95 - 12/31/96
1997-3 12/30/97 12/1/97 5/1/96 - 10/31/97
In connection with these transactions, the Parent, through a trust,
issued collateralized notes in a private placement which are secured by
the rights to receive future fees and charges purchased from the
Company.
Under the terms of the Purchase Agreements, the rights sold provide for
the Parent to receive 80% (100% for Transaction 1997-3) of future
mortality and expense charges and contingent deferred sales charges,
after reinsurance, expected to be realized over the remaining surrender
charge period of the designated contracts (6.0 to 8.0 years). The
Company did not sell the right to receive future fees and charges after
the expiration of the surrender charge period.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
The proceeds from the sales have been recorded as a liability and are
being amortized over the remaining surrender charge period of the
designated contracts using the interest method. The present value of
the transactions (discounted at 7.5%) as of the respective Effective
Date was as follows:
Present
Transaction Value
----------- -------
1996-1 $ 50,221,438
1997-1 58,766,633
1997-2 77,551,736
1997-3 58,193,264
Payments representing fees and charges realized during the period
January 1, 1997 through December 31, 1997 in the aggregate amount of
$22,250,158, were made by the Company to the Parent. Interest expense
of $6,842,469 has been included in the statement of operations.
Expected payments of future fees payable to Parent are as follows:
Year Ending
December 31, Amount
------------ ------
1998 $ 39,637,610
1999 41,845,736
2000 43,500,530
2001 40,738,800
2002 34,533,624
2003 22,835,020
2004 9,490,399
2005 452,099
--------------
Total $ 233,033,818
==============
The Commissioner of the State of Connecticut has approved the sale of
future fees and charges; however, in the event that the Company becomes
subject to an order of liquidation or rehabilitation, the Commissioner
has the ability to stop the payments due to the Parent under the
Purchase Agreement subject to certain terms and conditions.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
8. LEASES
The Company leases office space under a lease agreement established in
1989 with American Skandia Information Services and Technology
Corporation. The lease expense for 1997, 1996 and 1995 was $2,427,502,
$1,583,391 and $1,218,806, respectively. Future minimum lease payments
per year and in aggregate as of December 31, 1997 are as follows:
1998 $ 2,371,509
1999 2,595,272
2000 2,753,324
2001 2,753,324
2002 2,753,324
2003 and thereafter 21,465,933
------------
Total $34,692,686
9. RESTRICTED ASSETS
In order to comply with certain state insurance departments'
requirements, the Company maintains cash, bonds and notes on deposit
with various states. The carrying value of these deposits amounted to
$3,756,572 and $3,766,564 as of December 31, 1997, and 1996,
respectively. These deposits are required to be maintained for the
protection of contractowners within the individual states.
10. RETAINED EARNINGS AND DIVIDEND RESTRICTIONS
Statutory basis shareholder's equity was $294,585,500, $275,835,076 and
$132,493,899 at December 31, 1997, 1996 and 1995, respectively.
The statutory basis net loss was $8,970,459, $5,405,179 and $7,183,003
for the years ended December 31, 1997, 1996 and 1995, respectively.
Under state insurance laws, the maximum amount of dividends that can be
paid to shareholders without prior approval of the state insurance
departments is subject to restrictions relating to statutory surplus
and net gain from operations. At December 31, 1997, no amounts may be
distributed without prior approval.
11. EMPLOYEE BENEFITS
In 1989, the Company established a 401(k) plan for which substantially
all employees are eligible. Under this plan, the Company contributes 3%
of salary for all participating employees and matches employee
contributions at a 50% level up to an additional 3% Company
contribution. Company contributions to this plan on behalf of the
participants were $1,220,214, $850,111 and $627,161 for the years ended
December 31, 1997, 1996 and 1995, respectively.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
The Company and an affiliate cooperatively have a long-term incentive
plan under which units are awarded to executive officers and other
personnel. The program consists of multiple plans. A new plan is
instituted each year. Generally, participants must remain employed by
the Company or its affiliates at the time such units are payable in
order to receive any payments under the plan. The accrued liability
representing the value of these units is $15,720,067 and $9,212,369 as
of December 31, 1997 and 1996, respectively. Payments under this plan
were $1,118,803, $601,603 and $0 for the years ended December 31, 1997,
1996, and 1995, respectively.
In 1994, the Company established a deferred compensation plan which is
available to the internal field marketing staff and certain officers.
Company contributions to this plan on behalf of the participants were
$269,616 in 1997, $244,601 in 1996 and $139,209 in 1995.
12. REINSURANCE
The effect of the reinsurance agreements on the Company's operations
was to reduce annuity charges and fee income, death benefit expense and
policy reserves. The effect of reinsurance for the years ended December
31, 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1997
<S> <C> <C> <C> <C>
Annuity Change in Annuity Return Credited
Charges and Fees Policy Reserves to Contractowners
---------------- ----------------- -----------------
Gross $144,417,045 $955,677 ($1,971,959)
Ceded 23,259,199 918,407 46,676
------------ --------- ----------
Net $121,157,846 $ 37,270 ($2,018,635)
============ ========= ==========
1996
Annuity Change in Annuity Return Credited
Charges and Fees Policy Reserves to Contractowners
---------------- ----------------- -----------------
Gross $87,369,693 $814,306 $779,070
Ceded 17,590,171 179,766 106,435
----------- -------- --------
Net $69,779,522 $634,540 $672,635
=========== ======== ========
1995
Annuity Change in Annuity Return Credited
Charges and Fees Policy Reserves to Contractowners
---------------- ----------------- -----------------
Gross $50,334,280 ($4,790,714) $10,945,831
Ceded 11,496,922 1,988,042 332,973
----------- ---------- -----------
Net $38,837,358 ($6,778,756) $10,612,858
=========== ========== ===========
</TABLE>
Such ceded reinsurance does not relieve the Company from its
obligations to policyholders. The Company remains liable to its
policyholders for the portion reinsured to the extent that any
reinsurer does not meet the obligations assumed under the reinsurance
agreements.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
13. SURPLUS NOTES
The Company has issued surplus notes to its Parent in exchange for cash.
Surplus notes outstanding as of December 31, 1997, 1996 and 1995 were
as follows:
<TABLE>
<CAPTION>
Interest for the
Years Ended December 31,
------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest
Issue Date Amount Rate 1997 1996 1995
---------- ------ ---- ---- ---- ----
December 29, 1993 $ 20,000,000 6.84% $ 1,387,000 $ 1,390,800 $1,387,000
February 18, 1994 10,000,000 7.28% 738,111 740,133 738,111
March 28, 1994 10,000,000 7.90% 800,972 803,167 800,972
September 30, 1994 15,000,000 9.13% 1,388,521 1,392,325 1,388,521
December 28, 1994 14,000,000 9.78% 1,388,217 1,392,020 1,392,008
December 19, 1995 10,000,000 7.52% 762,444 764,533 27,156
December 20, 1995 15,000,000 7.49% 1,139,104 1,142,225 37,450
December 22, 1995 9,000,000 7.47% 681,638 683,505 18,675
June 28, 1996 40,000,000 8.41% 3,410,722 1,747,411 -
December 30, 1996 70,000,000 8.03% 5,699,069 31,228 -
------------ ----------- ------------ ----------
Total $213,000,000 $17,395,798 $10,087,347 $5,789,893
============ =========== =========== ==========
</TABLE>
All surplus notes mature 7 years from the issue date.
Payment of interest and repayment of principal for these notes is
subject to certain conditions and require approval by the Insurance
Commissioner of the State of Connecticut. At December 31, 1997 and
1996, $7,796,218 and $1,567,800, respectively, of accrued interest on
surplus notes was not approved for payment under these criteria.
14. SHORT-TERM BORROWING
The Company has a $10,000,000 loan from the parent which matures on
March 10, 1998 and bears interest at 6.39%. The total interest expense
to the Company was $641,532, $642,886 and $709,521 and for the years
ended December 31, 1997, 1996 and 1995, respectively, of which $200,575
and $206,361 was payable as of December 31, 1997 and 1996,
respectively.
15. CONTRACT WITHDRAWAL PROVISIONS
Approximately 98% of the Company's separate account liabilities are
subject to discretionary withdrawal with market value adjustment by
contractholders. Separate account assets which are carried at market
value are adequate to pay such withdrawals which are generally subject
to surrender charges ranging from 8.5% to 1% for contracts held less
than 8 years.
<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)
Notes to Consolidated Financial Statements (continued)
16. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table summarizes information with respect to the
operations of the Company on a quarterly basis:
<TABLE>
<CAPTION>
Three Months Ended
------------------
<S> <C> <C> <C> <C> <C>
1997 March 31 June 30 September 30 December 31
---- -------- ------- ------------ -----------
Premiums and other insurance
revenues $30,185,820 $34,055,549 $41,102,381 $44,402,368
Net investment income 1,368,683 2,626,776 2,031,187 2,154,427
Net realized capital gains 20,604 43,460 20,553 2,486
----------- ----------- ----------- -----------
Total revenues $31,575,107 $36,725,785 $43,154,121 $46,559,281
=========== =========== =========== ===========
Benefits and expenses $18,319,281 $30,465,338 $31,179,403 $40,024,993
=========== =========== =========== ===========
Net income $ 8,995,975 $ 3,646,787 $ 8,621,412 $ 6,283,359
============ ============ ============ ============
Three Months Ended
------------------
1996 March 31 June 30 September 30 December 31
---- -------- ------- ------------ -----------
Premiums and other insurance
revenues $16,605,765 $20,452,733 $22,366,166 $26,933,702
Net investment income 455,022 282,926 270,092 577,779
Net realized capital gains 92,072 13,106 5,606 23,679
----------- ----------- ----------- -----------
Total revenues $17,152,859 $20,748,765 $22,641,864 $27,535,160
=========== =========== =========== ===========
Benefits and expenses $12,725,411 $ 9,429,735 $17,007,137 $25,191,857
=========== ============ =========== ===========
Net income $ 2,658,941 $ 7,695,490 $ 2,538,513 $14,470,976
============ ============ ============ ===========
Three Months Ended
------------------
1995 March 31 June 30 September 30 December 31
---- -------- ------- ------------ -----------
Premiums and other insurance
revenues $ 8,891,903 $10,066,478 $11,960,530 $14,189,048
Net investment income 551,690 434,273 293,335 321,376
Net realized capital gains (losses) (16,082) (370) 44,644 8,582
------------ ----------- ----------- -----------
Total revenues $ 9,427,511 $10,500,381 $12,298,509 $14,519,006
============ =========== =========== ===========
Benefits and expenses $11,438,798 $ 9,968,595 $11,600,587 $15,908,087
=========== ============ =========== ===========
Net income (loss) ($ 2,026,688) $ 531,486 $ 678,312 ($ 1,751,130)
============= ============= ============= ============
</TABLE>
As described in Note 5, the valuation allowance relating to deferred
income taxes was released during the three months ended December 31,
1996.
<PAGE>
APPENDIX B
SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
OBJECTIVES AND POLICIES
The investment objectives for the portfolio of each underlying mutual fund are
in bold face. Please refer to the prospectuses of each underlying mutual fund
for more complete details and risk factors applicable to certain portfolios.
Galaxy VIP Fund
Money Market Portfolio: The Money Market Portfolio's investment objective is to
seek as high a level of current income as is consistent with liquidity and
stability of principal. The Portfolio seeks to achieve its objective by
investing in "money market" instruments that are determined by Fleet Investment
Advisers, Inc. ("Fleet") to present minimal credit risk and meet certain rating
criteria. Instruments that may be purchased by the Portfolio include obligations
of domestic and foreign banks (including negotiable certificates of deposit,
non-negotiable time deposits, savings deposits, and bankers' acceptances);
commercial paper; corporate bonds; obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; and repurchase agreements issued
by financial institutions such as banks and broker/dealers. These instruments
have remaining maturities of 397 days or less (except for certain variable and
floating rate notes and securities underlying certain repurchase agreements).
In accordance with a rule promulgated by the Securities and Exchange Commission,
the Portfolio will purchase only those instruments which meet the applicable
quality requirements described below. In general, the Portfolio will not
purchase a security (other than a U.S. Government security) unless the security
or the issuer with respect to comparable securities (i) is rated by at least two
nationally recognized statistical rating organizations ("Rating Agencies") (such
as S&P, Moody's or Fitch IBCA, Inc.) in the highest category for short-term debt
securities, (ii) is rated by the only Rating Agency that has issued a rating
with respect to such security or issuer in such Rating Agency's highest category
for short-term debt, or (iii) if not rated, the security is determined to be of
comparable quality. These rating categories are determined without regard to
sub-categories and gradations. Fleet will follow applicable regulations in
determining whether a security rated by more than one Rating Agency can be
treated as being in the highest short-term rating category. Generally, if a
security has not been rated by a Rating Agency, the Portfolio may acquire the
security if Fleet determines that the security is of comparable quality to
securities that have received the requisite ratings. Fleet also considers other
relevant information in its evaluation of unrated short-term securities.
The Portfolio will maintain a dollar-weighted average portfolio maturity of 90
days or less in an effort to maintain a stable net asset value per share of
$1.00. The value of the Portfolio's securities will generally vary inversely
with changes in prevailing interest rates.
Equity Portfolio: The Equity Portfolio's investment objective is to seek
long-term growth by investing in companies that the Portfolio's investment
adviser believes have above-average earnings potential. The Portfolio seeks to
achieve its investment objective by investing, under normal market and economic
conditions, at least 75% of its total assets in a broadly diversified portfolio
of equity securities such as common stock, preferred stock, common stock
warrants and securities convertible into common stock of companies that Fleet
believes will increase future earnings to a level above the average earnings of
similar issuers. Such companies often retain their earnings to finance current
and future growth and, for this reason, generally pay little or no dividends.
Equity securities in which the Portfolio invests are selected based on analyses
of trends in industries and companies, earning power, growth features, quality
and depth of management, marketing and manufacturing skills, financial
conditions and other investment criteria. By investing in convertible
securities, the Portfolio will seek the opportunity, through the conversion
feature, to participate in the capital appreciation of the common stock into
which the securities are convertible.
All debt obligations, including convertible bonds, purchased by the Portfolio
will be rated at the time of purchase in one of the four highest rating
categories assigned by S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and Baa)
or, if not rated, will be determined to be of an equivalent quality by Fleet.
Debt securities rated BBB by S&P or Baa by Moody's are generally considered to
be investment grade securities although they may have speculative
characteristics and changes in economic conditions or circumstances are more
likely to lead to a weakened capacity to make principal and interest payments
than is the case for higher grade debt obligations.
The Portfolio may invest up to 20% of its total assets indirectly in foreign
securities through the purchase of American Depository Receipts ("ADRs") and
European Depository Receipts ("EDRs"). In addition, the Portfolio may invest in
securities issued by foreign branches of U.S. banks and foreign banks, Canadian
commercial paper and Canadian securities listed on a national securities
exchange, and Europaper (U.S. dollar-denominated commercial paper of foreign
issuers). The Portfolio may also write covered call options.
As a temporary defensive measure, the Portfolio may invest without limitation in
cash, money market instruments and obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities at such times and in such
proportions as, in the opinion of Fleet prevailing market or economic conditions
warrant.
Growth and Income Portfolio: The Growth and Income Portfolio's investment
objective is to seek a relatively high total return through long-term capital
appreciation and current income by investing primarily in common stocks of
companies believed to have prospects for above-average growth and dividends or
of companies where significant fundamental changes are taking place. Under
normal market and economic conditions, the Portfolio will invest at least 65% of
its total assets in common stock, preferred stock, common stock warrants and
securities convertible into common stock.
Stocks acquired by the Portfolio may include those of issuers with smaller
capitalizations. Investors should expect that the Portfolio will be more
volatile than, and may fluctuate independently of, broad stock market indexes
such as the S&P 500.
The Portfolio may purchase convertible securities, including convertible
preferred stock, convertible bonds or debentures, units consisting of bonds and
warrants or a combination of the features of several of these securities. The
Portfolio may also buy and sell options and futures contracts and utilize stock
index futures contracts, options, swap agreements, indexed securities and
options on futures contracts.
As a temporary defensive measure, in such proportions as, in the judgment of
Fleet, prevailing market conditions warrant, the Portfolio may invest in (i)
short term money market instruments rated in one of the top two rating
categories by a Rating Agency, such as S&P, Moody's or Fitch IBCA, Inc.; (ii)
securities issued and/or guaranteed as to payment of principal and interest by
the U.S. Government, its agencies or instrumentalities; and (iii) repurchase
agreements.
Small Company Growth Portfolio: The Small Company Growth Portfolio's investment
objective is to seek capital appreciation. The Portfolio attempts to achieve
this objective by investing primarily in the securities of companies with market
capitalizations of $750 million or less ("Small Capitalization Securities")
which Fleet believes have the potential for significant capital appreciation.
The Portfolio may invest in common stocks, preferred stocks, securities
convertible into common stocks, rights and warrants. Under normal market and
economic conditions, at least 65% of the Portfolio's total assets will be
invested in the equity securities of companies with market capitalizations of
$750 million or less. For temporary defensive purposes, the Portfolio may also
invest in corporate debt obligations. All debt obligations purchased by the
Portfolio will be rated at the time of purchase in one of the four highest
rating categories assigned by S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A
and Baa) or, if not rated, will be determined to be of an equivalent quality by
Fleet.
The issuers of Small Capitalization Securities tend to be companies which are
smaller or newer than those listed on the New York or American Stock Exchanges.
Because the issuers of Small Capitalization Securities tend to be smaller or
less well-established companies, they may have limited product lines, markets or
financial resources. As a result, Small Capitalization Securities are often less
marketable and may experience a higher level of price volatility than the
securities of larger or more well-established companies.
The Portfolio may invest up to 20% of its total assets in foreign securities,
either directly or indirectly through American, European and Global Depository
Receipts ("ADRs," "EDRs", and "GDRs"). The Portfolio may also buy and sell
options and futures contracts and utilize stock index futures contracts,
options, swap agreements, indexed securities and options on futures contracts.
As a temporary defensive measure, the Portfolio may invest without limitation in
cash, money market instruments and U.S. Government obligations at such times and
in such proportions as, in the opinion of Fleet, prevailing market or economic
conditions warrant.
Columbia Real Estate Equity Portfolio II: The Columbia Real Estate Equity
Portfolio II's investment objective is to seek, with equal emphasis, capital
appreciation and above-average current income by investing primarily in the
equity securities of companies in the real estate industry. With respect to
current income, the Portfolio seeks to provide a yield that exceeds the
composite yield of the securities in the S&P 500.
Under normal market and economic conditions, the Portfolio will invest at least
65% of its total assets in the equity securities of companies "principally
engaged" in the real estate industry. A company is "principally engaged" in the
real estate industry if at least 50% of its gross income or net profits are
attributable to the ownership, construction, management, or sale of residential,
commercial, or industrial real estate. Equity securities include common stock,
preferred stock and debt or equity securities that are convertible into common
stock. The Portfolio may invest without limit in real estate investment trusts
("REITs") and may invest up to 20% of its total assets in foreign companies that
are principally engaged in the real estate industry. The Portfolio will not
invest directly in real estate but may be subject to risks similar to those
associated with the direct ownership of real estate because of its policy of
concentration in the securities of companies in the real estate industry.
The Portfolio may also invest up to 35% of its total assets in the equity
securities of companies that are not principally engaged in the real estate
industry. However, it is anticipated that such securities will be primarily from
companies some of whose products and services are related to the real estate
industry, including manufacturers and distributors of building supplies,
financial institutions that make or service mortgages, or companies with
substantial real estate assets relative to their stock market valuations, such
as certain retailers and railroads.
The Portfolio may also invest in non-convertible debt securities including
corporate debt securities (bonds, debentures and notes), asset-backed
securities, bank obligations, collateralized bonds, loan and mortgage
obligations, commercial paper, repurchase agreements, savings and loan
obligations and U.S. Government and agency obligations. The Portfolio will only
invest in debt securities which are rated at the time of purchase in one of the
four highest rating categories assigned by S&P (AAA, AA, A and BBB) or Moody's
(Aaa, Aa, A and Baa) or, if not rated, are determined to be of an equivalent
quality by Columbia Management Co., ("Columbia"), an affiliate of Fleet.
As a temporary defensive measure, the Portfolio may invest without limitation in
cash, prime commercial paper, high quality debt securities, securities of the
U.S. Government, its agencies and instrumentalities, high quality money market
instruments and repurchase agreements at such times and in such proportions as,
in the opinion of Columbia, prevailing market or economic conditions warrant.
Asset Allocation Portfolio: The investment objective of the Asset Allocation
Portfolio is to seek a high total return by providing both a current level of
income that is greater than that provided by the popular stock market averages
as well as long-term growth in the value of the Portfolio's assets. Fleet
interprets the objective to refer to the Dow Jones Industrial Averages (of 30
companies listed on the New York Stock Exchange) and the S&P 500. Due to the
Portfolio's expenses, net income distributed to shareholders may be less than
that of these averages. The Portfolio seeks to achieve its investment objective
and at the same time reduce volatility by allocating its assets among short-term
obligations, common stock, preferred stock and bonds. The proportion of the
Portfolio's assets invested in each type of security will vary from time to time
as a result of Fleet's interpretation of economic and market conditions.
However, at least 25% of the Portfolio's total assets will at all times be
invested in fixed income senior securities, including debt securities and
preferred stock. In selecting common stock for purchase by the Portfolio, Fleet
will analyze the potential for changes in earnings and dividends for a
foreseeable period. Debt securities purchased by the Portfolio will be rated at
the time of purchase in one of the four highest rating categories assigned by
S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and Baa) (or which, if unrated,
are determined by Fleet to be of comparable quality).
The Portfolio may also invest up to 20% of its total assets in foreign
securities. Such foreign investments may be made directly, by purchasing
securities issued or guaranteed by foreign corporations, banks, or governments
or their political subdivisions or instrumentalities, or by supranational banks
or other organizations, or indirectly by purchasing ADRs and EDRs. Supranational
entities include international organizations designated or supported by
governmental entities to promote economic reconstruction and development and
international banking institutions and related governmental agencies. Examples
of these include the International Bank for Reconstruction and Development
("World Bank"), the Asia Development Bank and the Inter American Development
Bank. Obligations of supranational banks may be supported by appropriated but
unpaid commitments of their member countries and there is no assurance that
those commitments will be undertaken or met in the future. The Portfolio may
write covered call options, purchase asset-backed securities and mortgage-backed
securities and enter into foreign currency exchange transactions.
Investments in foreign securities involve higher costs for the Portfolio than
investments in U.S. securities, including higher transaction costs as well as
the imposition in some cases of additional taxes by foreign governments. In
addition, foreign investments may include additional risks associated with
currency exchange rates, less complete financial information about the issuers,
less market liquidity, and political instability. Future political and economic
developments, the possible imposition of withholding taxes on interest income,
the possible seizure or nationalization of foreign holdings, the possible
establishment of exchange controls, or the adoption of other governmental
restrictions, might adversely affect the payment of principal and interest on
foreign obligations.
As a temporary defensive measure, the Portfolio may invest in cash, money market
instruments and obligations issued or guaranteed by the U.S. Government, its
agencies and instrumentalities at such times and in such proportions as, in the
opinion of Fleet, prevailing market and economic conditions warrant.
High Quality Bond Portfolio: The High Quality Bond Portfolio's investment
objective is to seek a high level of current income consistent with prudent risk
of capital. The Portfolio invests its assets in corporate debt obligations such
as bonds, debentures, obligations convertible into common stock, "money market"
instruments such as bank obligations and commercial paper, in obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities, and in
asset-backed and mortgage-backed securities.
Under normal market and economic conditions, the Portfolio will invest at least
80% of its assets in high quality debt obligations that are rated, at the time
of purchase, within the three highest rating categories assigned by S&P (AAA, AA
and A) or Moody's (Aaa, Aa and A) (or which, if unrated, are determined by Fleet
to be of comparable quality) and in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and other "money market"
instruments. Unrated securities will be determined to be of comparable quality
to high quality debt obligations if, among other things, other outstanding
obligations of the issuers of such securities are rated A or better. When, in
Fleet's opinion, a defensive investment posture is warranted, the Portfolio may
invest temporarily and without limitation in high quality, short-term "money
market" instruments.
The Portfolio may also invest from time to time, in obligations issued by state
and local governmental issuers ("municipal securities"). The purchase of
municipal securities may be advantageous when, as a result of prevailing
economic, regulatory or other circumstances, the performance of such securities,
on a pretax bases, is comparable to that of corporate or U.S. debt obligations.
The Portfolio may enter into interest rate futures contracts to hedge against
changes in market values of fixed-income instruments that the Portfolio holds or
intends to purchase. At least 65% of the Portfolio's total assets will be
invested in non-convertible bonds. Any common stock received through the
conversion of convertible debt obligations will be sold in an orderly manner as
soon as possible. In addition, the Portfolio may acquire high quality
obligations issued by Canadian Provincial Governments which are similar to U.S.
Municipal Securities except that the income derived therefrom is fully subject
to U.S. federal taxation. These instruments are denominated in either Canadian
or U.S. dollars and have an established over-the-counter market in the United
States. The Portfolio may also invest in debt obligations of supranational
entities. See the Asset Allocation Portfolio discussion above. The Portfolio may
also invest in dollar-denominated high quality debt obligations of U.S.
corporations issued outside the United States.
The Portfolio seeks to provide a current yield greater than that generally
available from a portfolio of high quality short-term obligations. The
Portfolio's average weighted maturity will vary from time to time depending on,
among other things, current market and economic conditions and the comparative
yields on instruments with different maturities. The Portfolio adjusts its
average weighted maturity and its holdings of corporate and U.S. Government debt
securities in a manner consistent with Fleet's assessment of prospective changes
in interest rates. The success of this strategy depends upon the investment
adviser's ability to predict changes in interest rates.
The value of the Portfolio's portfolio securities will generally vary inversely
with changes in prevailing interest rates. The high quality credit criteria
applied to the selection of portfolio securities are intended to reduce adverse
price changes due to credit considerations.
Columbia High Yield Portfolio II: The Columbia High Yield Portfolio II's
investment objective is to seek to provide shareholders with a high level of
current income by investing primarily in lower-rated fixed income securities.
Capital appreciation is a secondary objective when consistent with the objective
of high current income. The Portfolio may invest in a broad range of fixed
income securities, consisting of corporate debt securities (bonds, debentures
and notes), asset-backed securities, bank obligations, collateralized bonds,
loan and mortgage obligations, commercial paper, preferred stock, repurchase
agreements, savings and loan obligations, and U.S. Government and agency
obligations. The Portfolio may invest in corporate debt securities or preferred
stocks that are convertible into or exchangeable for common stock. The Portfolio
may invest up to 20% of its total assets in fixed income securities of foreign
issuers, including foreign governments, denominated in U.S. dollars.
In attempting to achieve its investment objective, the Portfolio generally will
invest at least 65% of its total assets in high yielding fixed income securities
rated BB or lower by S&P or Ba or lower by Moody's. The Portfolio intends to
invest primarily in "upper tier" noninvestment grade securities (rated BB/Ba or
B) and no more than 10% of the Portfolio's total assets will be invested in
fixed income securities rated CCC or lower by S&P or Caa or lower by Moody's.
The Portfolio may also invest in unrated fixed income securities when Columbia
believes the security is of comparable quality to that of securities eligible
for purchase by the Portfolio. Securities rated BB or less by S&P or Ba or less
by Moody's are considered to be noninvestment grade. These types of bonds are
commonly referred to as "junk bonds." They are subject to a high degree of risk
and are considered speculative by the major Rating Agencies with respect to the
issuer's ability to meet principal and interest payments. The Portfolio is
designed for investors who are willing to assume substantial risks of
significant fluctuations in principal value in order to achieve a high level of
current income. The Portfolio should represent only a portion of a balanced
investment program.
As a temporary defensive measure, the Portfolio may invest in cash, prime
commercial paper, high quality debt securities, securities of the U.S.
Government, its agencies and instruments, high quality money market instruments
and repurchase agreements at such times and in such proportions as, in the
opinion of Columbia, prevailing market or economic conditions warrant.
American Skandia Trust
Founders Capital Appreciation Portfolio: The investment objective of Founders
Capital Appreciation Portfolio is capital appreciation. The Portfolio normally
will invest at least 65% of its total assets in common stocks of U.S. companies
with market capitalizations or annual revenues of $1.5 billion or less. These
stocks normally will be traded in the over-the-counter market. The Portfolio may
engage in short-term trading and therefore normally will have annual portfolio
turnover rates which are considered to be high. Investment in such companies may
involve greater risk than is associated with more established companies. The
Portfolio may invest in convertible securities, preferred stocks, bonds,
debentures, and other corporate obligations, when these investments offer
opportunities for capital appreciation.
INVESCO Equity Income Portfolio: The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices. Capital growth potential is an additional, but secondary,
consideration in the selection of portfolio securities. The Portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation. The Portfolio normally will invest at least 65% of its
assets in dividend-paying, marketable common stocks of domestic and foreign
industrial issuers. The Portfolio also will invest in convertible bonds,
preferred stocks and debt securities. The Portfolio may depart from the basic
investment objective and assume a defensive position with up to 100% of its
assets temporarily invested in high quality corporate bonds, or notes and
government issues, or held in cash. The Portfolio's investments in common stocks
may decline in value. To minimize the risk this presents, the Portfolio only
invests in dividend-paying common stocks of domestic and foreign industrial
issuers which are marketable, and will not invest more than 5% of the
Portfolio's assets in the securities of any one company or more than 25% of the
Portfolio's assets in any one industry. There are no fixed-limitations regarding
portfolio turnover. The rate of portfolio turnover may fluctuate as a result of
constantly changing economic conditions and market circumstances. Securities
initially satisfying the Portfolio's basic objectives and policies may be
disposed of when they are no longer suitable. As a result, it is anticipated
that the Portfolio's annual portfolio turnover rate may be higher than that of
other investment companies seeking current income with capital growth as a
secondary consideration.
T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International Equity Portfolio is to seek a total return on its
assets from long-term growth of capital and income, principally through
investments in common stocks of established, non-U.S. companies. Investments may
be made solely for capital appreciation or solely for income or any combination
of both for the purpose of achieving a higher overall return. Total return
consists of capital appreciation or depreciation, dividend income, and currency
gains or losses. The Portfolio intends to diversify investments broadly among
countries and to normally have at least three different countries represented in
the Portfolio. The Portfolio may invest in countries of the Far East and Western
Europe as well as South Africa, Australia, Canada and other areas (including
developing countries). Under unusual circumstances, the Portfolio may invest
substantially all of its assets in one or two countries. The Portfolio may also
invest in a variety of other equity-related securities, such as preferred
stocks, warrants, and convertible securities, as well as corporate and
governmental debt securities, when considered consistent with the Portfolio's
investment objective and program.
T. Rowe Price International Bond Portfolio: The investment objective of the T.
Rowe Price International Bond Portfolio is to provide high current income and
capital appreciation by investing in high-quality, non dollar-denominated
government and corporate bonds outside the United States. The Portfolio is
intended for long-term investors who can accept the risks associated with
investing in international bonds. Total return consists of income after
expenses, bond price gains (or losses) in terms of the local currency and
currency gains (or losses). The value of the Portfolio will fluctuate in
response to various economic factors, the most important of which are
fluctuations in foreign currency exchange rates and interest rates. Because the
Portfolio's investments are primarily denominated in foreign currencies,
exchange rates are likely to have a significant impact on total Portfolio
performance. Investors should be aware that exchange rate movements can be
significant and endure for long periods of time.
The Portfolio will invest at least 65% of its assets in high-quality, non
dollar-denominated government and corporate bonds outside the United States. The
Portfolio may also invest up to 20% of its assets in below investment-grade,
high-risk bonds, including bonds in default or those with the lowest rating.
Defaulted bonds are acquired only if the Sub-advisor foresees the potential for
significant capital appreciation. Securities rated below investment-grade are
commonly referred to as "junk bonds" and involve greater price volatility and
higher degrees of speculation with respect to the payment of principal and
interest than higher quality fixed-income securities.
The Portfolio may also invest more than 5% of its assets in the fixed-income
securities of individual foreign governments. The Portfolio generally will not
invest more than 5% of its assets in any individual corporate issuer. Since, as
a nondiversified investment company, the Portfolio is permitted to invest a
greater proportion of its assets in the securities of a smaller number of
issuers, the Portfolio may be subject to greater credit risk with respect to its
portfolio securities than an investment company that is more broadly
diversified.
Because of the Portfolio's long-term investment objective, investors should not
rely on an investment in the Portfolio for their short-term financial needs and
should not view the Portfolio as a vehicle for playing short-term swings in the
international bond and foreign exchange markets. Shares of the Portfolio alone
should not be regarded as a complete investment program. Also, investors should
be aware that investing in international bonds may involve a higher degree of
risk than investing in U.S. bonds.
JanCap Growth Portfolio: The investment objective of the JanCap Growth Portfolio
is growth of capital in a manner consistent with the preservation of capital.
Realization of income is not a significant investment consideration and any
income realized on investments, therefore, will be incidental to this objective.
The objective will be pursued by emphasizing investments in common stocks.
Common stock investments will be in industries and companies that the
Portfolio's sub-advisor believes are experiencing favorable demand for their
products and services, and which operate in a favorable competitive and
regulatory environment. Investments may be made to a lesser degree in preferred
stocks, convertible securities, warrants, and debt securities of U.S. issuers,
when the Portfolio's sub-advisor perceives an opportunity for capital growth
from such securities or so that a return may be received on the Portfolio's idle
cash. Debt securities which the Portfolio may purchase include corporate bonds
and debentures (not to exceed 5% of net assets in bonds rated below investment
grade), mortgage-backed and asset-backed securities, zero-coupon bonds,
indexed/structured notes, high-grade commercial paper, certificates of deposit
and repurchase agreements. Securities of foreign issuers, including securities
of foreign governments and Euromarket securities, also may be purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold securities for capital growth, changes will be made whenever the
Portfolio's sub-advisor believes they are advisable. Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result. The Portfolio
may also invest in short-term debt securities, including money market funds
managed by the Sub-advisor, as a means of receiving a return on idle cash.
Investments also may be made in "special situations" from time to time. A
"special situation" arises when, in the opinion of the Portfolio's sub-advisor,
the securities of a particular company will be recognized and appreciate in
value due to a specific development, such as a technological breakthrough,
management change or a new product at that company. Subject to certain
limitations, the JanCap Growth Portfolio may purchase and write options on
securities (including index options) and options on foreign currencies, and may
invest in futures contracts on securities, financial indices and foreign
currencies, ("futures contracts"), options on futures contracts, forward
contracts and swaps and swap-related products. These instruments will be used
primarily for hedging purposes. Investment of up to 15% of the JanCap Growth
Portfolio's total assets may be made in securities that are considered illiquid
because of the absence of a readily available market or due to legal or
contractual restrictions.
Neuberger&Berman Mid-Cap Value Portfolio: The investment objective of the
Neuberger&Berman Mid-Cap Value Portfolio is to seek capital growth. The
Portfolio seeks capital growth through an investment approach that is designed
to increase capital with reasonable risk. The Portfolio invests principally in
common stocks of medium to large capitalization established companies, using a
value-oriented investment approach. A value-oriented portfolio manager buys
stocks that are selling at a price that is lower than what the manager believes
they are worth. The Sub-advisor looks for securities believed to be undervalued
based on strong fundamentals, including a low price-to-earnings ratio,
consistent cash flow, and the company's track record through all parts of the
market cycle. The Sub-advisor believes that, over time, securities that are
undervalued are more likely to appreciate in price and be subject to less risk
of price decline than securities whose market prices have already reached their
perceived economic value. This approach also contemplates selling portfolio
securities when they are considered to have reached their potential.
In addition to investing in the stocks of medium capitalization companies
("mid-cap companies") and large capitalization companies ("large-cap
companies"), investments may be made in smaller, less well-known companies
("small-cap companies"). Investments in small- and mid-cap company stocks may
present greater opportunities for capital appreciation than investments in
stocks of large-cap companies. However, small- and mid-cap company stocks may
have higher risk and volatility.
Although the Portfolio ordinarily invests primarily in common stocks, when
market conditions warrant it may invest in preferred stocks, securities
convertible into or exchangeable for common stocks, U.S. Government and agency
securities, debt securities, or money market instruments, or may retain assets
in cash or cash equivalents. Up to 15% of the Portfolio's net assets, measured
at the time of investment, may be invested in corporate debt securities that are
below investment grade or in comparable unrated securities ("junk bonds"). Such
securities are considered to be predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations.
For temporary defensive purposes, the Portfolio may invest up to 100% of its
assets in cash or cash equivalents, U.S. Government and agency securities,
commercial paper and certain other money market instruments, as well as
repurchase agreements collateralized by the foregoing. To the extent that the
Portfolio is invested in these temporary defensive instruments, it will not be
pursuing its investment objective.
The Alger American Fund
Alger American MidCap Growth Portfolio: The investment objective of the Alger
American MidCap Growth Portfolio is long-term capital appreciation. Except
during temporary defensive periods, the Portfolio invests at least 65% of its
total assets in equity securities of companies that, at the time of purchase of
the securities, have total market capitalization within the range of companies
included in the S&P MidCap 400 Index, updated quarterly. The S&P MidCap 400
Index is designed to track the performance of medium capitalization companies.
The Portfolio may invest up to 35% of its total assets in equity securities of
companies that, at the time of purchase, have total market capitalization
outside the range of companies included in the S&P MidCap 400 Index and in
excess of that amount (up to 100% of its assets) during temporary defensive
periods.
Montgomery Variable Series
Emerging Markets Portfolio: The investment objective of the Emerging Markets
Portfolio is capital appreciation which, under normal conditions, it seeks by
investing at least 65% of its total assets in equity securities of emerging
markets companies. Under normal conditions, the Emerging Markets Portfolio
maintains investments in at least six emerging market countries at all times and
invests no more than 35% of its total assets in any one emerging market country.
The Manager currently regards the following to be emerging market countries:
Latin American (Argentina, Brazil, Chile, Colombia, Costa Rica, Jamaica, Mexico,
Peru, Trinidad and Tobago, Uruguay, Venezuela); Asia (Bangladesh, China/Hong
Kong, India, Indonesia, Korea, Malaysia, Pakistan, the Philippines, Singapore,
Sri Lanka, Taiwan, Thailand, Vietnam); southern and eastern Europe (Czech
Republic, Greece, Hungary, Kazakstan, Poland, Portugal, Romania, Russia,
Slovakia, Slovenia, Turkey, and Ukraine); the Middle East (Israel, Jordan); and
Africa (Egypt, Ghana, Ivory Coast, Kenya, Morocco, Nigeria, South Africa,
Tunisia, Zimbabwe). In the future, the Portfolio may invest in other emerging
market countries.
This Portfolio uses a proprietary, quantitative asset allocation model created
by the Manager. This model employs mean-variance optimization, a process used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization helps determine the percent of assets to invest in each country to
maximize expected returns for a given risk level. The Portfolio's aims are to
invest in those countries that are expected to have the highest risk/reward
trade-off when incorporated into a total portfolio context. This "top-down"
country selection is combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly available information and
company visits.
This Portfolio invests primarily in common stock, but also may invest in other
types of equity and equity derivative securities. It may invest up to 35% of its
total assets in debt securities, including up to 5% in debt securities rated
below investment grade.
This Portfolio may invest in certain debt securities issued by the governments
of emerging market countries that are, or may be eligible for, conversion into
investments in emerging market companies under debt conversion programs
sponsored by such governments. If such securities are convertible to equity
investments, the Portfolio deems them to be equity derivative securities.
<PAGE>
This prospectus contains a short description of the contents of the Statement of
Additional Information. You have the right to receive from us such Statement of
Additional Information. To do so, please complete the following, detach it and
forward it to us at:
American Skandia Life Assurance Corporation
Attention: Galaxy Annuity Customer Service
For Written Requests:
P.O. Box 883
Shelton, Connecticut 06484
For Electronic Requests:
[email protected]
For Requests by Phone:
1-800-752-6342
- --------------------------------------------------------------------------------
PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT
CONTAINS FURTHER DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY
DESCRIBED IN PROSPECTUS GA3-PROS (05/98).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
-------------------------------------------------------
(print your name)
-------------------------------------------------------
(address)
-------------------------------------------------------
(city/state/zip code)
<PAGE>
ADDITIONAL INFORMATION: Inquiries will be answered by calling your
representative or by writing to:
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
at
P.O. Box 883
Shelton, Connecticut 06484
or
[email protected]
Issued by:
Serviced by:
AMERICAN SKANDIA LIFE AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION ASSURANCE CORPORATION
One Corporate Drive P.O. Box 883
Shelton, Connecticut 06484 Shelton, Connecticut 06484
Telephone: 1-800-444-3970 Telephone: 1-800-444-3970
http://www.AmericanSkandia.com http://www.AmericanSkandia.com
Distributed by:
AMERICAN SKANDIA MARKETING, INCORPORATED
One Corporate Drive
Shelton, Connecticut 06484
Telephone: 203-926-1888
http://www.AmericanSkandia.com
STATEMENT OF ADDITIONAL lNFORMATION
The variable investment options under the annuity contracts, registered under
the Securities Act of 1933 and the Investment Company Act of 1940, are issued by
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B (CLASS 3
SUB-ACCOUNTS) and AMERICAN SKANDIA LIFE ASSURANCE CORPORATION. The fixed
investment options thereunder, registered solely under the Securities Act of
1933, are issued by AMERICAN SKANDIA LIFE ASSURANCE CORPORATION and the assets
supporting such securities are maintained in AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION SEPARATE ACCOUNT D.
THIS STATEMENT OF ADDITIONAL lNFORMATlON IS NOT A PROSPECTUS. THE INFORMATION
CONTAINED HEREIN SHOULD BE READ IN CONJUNCTlON WITH THE PROSPECTUS FOR THE
ANNUITIES WHICH ARE REFERRED TO HEREIN.
THE PROSPECTUS SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR OUGHT TO KNOW
BEFORE lNVESTING. FOR A COPY OF THE PROSPECTUS SEND A WRITTEN REQUEST TO
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION, P.O. BOX 883, SHELTON, CONNECTICUT
06484, OR TELEPHONE 1-800-444-3970. OUR ELECTRONIC MAIL ADDRESS IS
[email protected].
Date of Prospectus: May 1, 1998
Date of Statement of Additional Information: May 1, 1998
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Item Page
<S> <C>
General Information Regarding American Skandia Life Assurance Corporation 1
Principal Underwriter 1
Calculation of Performance Data 2
Unit Price Determinations 4
Calculating the Market Value Adjustment 5
Independent Auditors 6
Legal Experts 6
Appendix A - Financial Statements for Separate Account B (Class 3 Sub-accounts) 8
</TABLE>
GENERAL INFORMATION REGARDING AMERICAN SKANDIA LIFE ASSURANCE CORPORATION:
American Skandia Life Assurance Corporation ("we", "our" or "us") is a
wholly-owned subsidiary of American Skandia Investment Holding Corporation whose
indirect parent is Skandia Insurance Company Ltd. Skandia Insurance Company Ltd.
is part of a group of companies whose predecessor commenced operations in 1855.
Skandia Insurance Company Ltd. is a major worldwide insurance company operating
from Stockholm, Sweden which owns and controls, directly or through subsidiary
companies, numerous insurance and related companies. We are organized as a
Connecticut stock life insurance company, and are subject to Connecticut law
governing insurance companies. Our mailing address is P.O. Box 883, Shelton,
Connecticut 06484.
PRINCIPAL UNDERWRITER: American Skandia Marketing, Incorporated ("ASM, Inc.")
serves as principal underwriter for the Annuities. We, ASM, Inc. and American
Skandia Investment Services, Incorporated ("ASISI"), the investment manager of
the American Skandia Trust, are wholly-owned subsidiaries of American Skandia
Investment Holding Corporation.
GXY3-SAI (05/98)
<PAGE>
Annuities may be sold by agents of ASM, Inc. or agents of securities brokers or
insurance brokers who enter into agreements with ASM, Inc. and who are legally
qualified under federal and state law to sell the Annuities in those states
where the Annuities are to be offered. The Annuities are offered on a continuous
basis. ASM, Inc. is registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 as a broker dealer and is a member of the
National Association of Securities Dealers, Inc. ASM, Inc. receives no
underwriting commissions.
CALCULATION OF PERFORMANCE DATA: We may advertise our Current Rates for new
Fixed Allocations, to the extent permitted by law.
We may advertise the performance of Sub-accounts using two types of measures.
These measures are "current and effective yield", which may be used for money
market-type Sub-accounts, and "total return", which may be used with other types
of Sub-accounts. The following descriptions provide details on how we calculate
these measures for Sub-accounts:
(1) Current and effective yield: The current yield of a money
market-type Sub-account is calculated based upon a seven day period ending on
the date of calculation. The current yield of such a Sub-account is computed by
determining the change (exclusive of capital changes) in the Account Value of a
hypothetical pre-existing allocation by an Owner to such a Sub-account (the
"Hypothetical Allocation") having a balance of one Unit at the beginning of the
period, subtracting a hypothetical maintenance fee, and dividing such net change
in the Account Value of the Hypothetical Allocation by the Account Value of the
Hypothetical Allocation at the beginning of the same period to obtain the base
period return, and multiplying the result by (365/7). The resulting figure will
be carried to at least the nearest l00th of one percent.
We compute effective compound yield for a money market-type Sub-account
according to the method prescribed by the Securities and Exchange Commission.
The effective yield reflects the reinvestment of net income earned daily on
assets of such a Sub-account. Net investment income for yield quotation purposes
will not include either realized or capital gains and losses or unrealized
appreciation and depreciation.
(2) Total Return: Total return for the other Sub-accounts is computed
by using the formula:
P(1+T)n = ERV
where:
P = a hypothetical allocation of $1,000;
T = average annual total return;
n = the number of years over which total return is being measured; and
ERV = the Account Value of the hypothetical $1,000 payment as of the end of
the period over which total return is being measured.
As of the date of this Statement, all the underlying mutual fund portfolios
existed prior to the inception of the Sub-accounts. Performance quoted in
advertising regarding such Sub-accounts may indicate periods during which the
underlying mutual fund portfolios have been in existence, but the Sub-accounts
have not. Such hypothetical performance is calculated using the same assumptions
employed in calculating actual performance since inception of the Sub-accounts.
As part of any advertisement of Standard Total Return, we may advertise the
"Non-standard Total Return" of the Sub-accounts. The Standard Total Return
figures reflect all charges and fees and are quoted assuming redemption at the
end of the period. Non-standard Total Return is calculated in the same manner as
the standardized returns except that the calculations assume no redemption at
the end of the applicable periods, thus these figures do not take into
consideration the Annuity's contingent deferred sales charge. In addition, we
may calculate Non-standard Total Return that does not reflect deduction of the
Annual Maintenance Fee.
As described in the Prospectus, Annuities may be offered in certain situations
in which the contingent deferred sales charge or certain other charges or fees
may be eliminated or reduced. Advertisements of performance in connection with
the offer of such Annuities will be based on the charges applicable to such
Annuities.
Shown below are hypothetical total return figures for the periods shown. Figures
are shown as if the Sub-accounts were operational prior to December 31, 1997,
with performance calculated for periods ending on that date. All the underlying
mutual fund portfolios, in which the Sub-accounts available as of the date of
this Statement invest, were operational prior to December 31, 1997. The figures
shown use all the assumptions that will be applied to actual performance
calculations. Figures are shown for the all the Sub-accounts, other than the GAL
Money Market 3 Sub-account, available as of the date of this Statement.
"Standard" total return and "Non-standard" total return figures, as described
above, are shown. These figures assume that all charges and fees are applicable,
except that for "Non-standard" total return, the contingent deferred sales
charge is not applied. The "inception-to-date" figures shown below are based on
the inception date of each applicable underlying mutual fund portfolio. The
performance of the portfolios is provided by the underlying mutual fund.
<TABLE>
<CAPTION>
Standard Total Return
(Assuming maximum CDSC and no maintenance fee)
Incep-
1 3 5 10 tion-to
Yr. Yrs. Yrs. Yrs. Date
<S> <C> <C> <C> <C> <C>
GAL Equity 3 22.46% 23.56% N/A N/A 15.15%
GAL High Quality Bond 3 4.27% 9.32% N/A N/A 5.44%
GAL Asset Allocation 3 13.84% 19.26% N/A N/A 11.92%
T. Rowe Price International Equity 3 -3.65% 7.05% N/A N/A 4.19%
T. Rowe Price International Bond 3 1 -8.38% 2.70% N/A N/A 1.37%
Founders Capital Appreciation 3 0.95% 17.33% N/A N/A 15.00%
INVESCO Equity Income 3 18.10% 21.66% N/A N/A 15.04%
</TABLE>
<TABLE>
<CAPTION>
Non-Standard Total Return
(Assuming no CDSC and no maintenance fee)
Incep-
1 3 5 10 tion-to
Yr. Yrs. Yrs. Yrs. Date
<S> <C> <C> <C> <C> <C>
GAL Equity 3 26.46% 24.00% N/A N/A 15.15%
GAL High Quality Bond 3 8.27% 9.88% N/A N/A 5.44%
GAL Asset Allocation 3 17.84% 19.73% N/A N/A 11.92%
T. Rowe Price International Equity 3 0.35% 7.63% N/A N/A 4.41%
T. Rowe Price International Bond 3 1 -4.38% 3.33% N/A N/A 1.63%
Founders Capital Appreciation 3 4.95% 17.81% N/A N/A 15.16%
INVESCO Equity Income 3 22.10% 22.10% N/A N/A 15.20%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Standard Total Return
(Assuming maximum CDSC and maintenance fee)
Incep-
1 3 5 10 tion-to
Yr. Yrs. Yrs. Yrs. Date
<S> <C> <C> <C> <C> <C>
GAL Equity 3 22.21% 23.31% N/A N/A 14.92%
GAL High Quality Bond 3 4.05% 9.10% N/A N/A 5.23%
GAL Asset Allocation 3 13.61% 19.02% N/A N/A 11.69%
T. Rowe Price International Equity 3 -3.85% 6.83% N/A N/A 3.98%
T. Rowe Price International Bond 3 1 -8.58% 2.49% N/A N/A 1.14%
Founders Capital Appreciation 3 0.74% 17.10% N/A N/A 14.76%
INVESCO Equity Income 3 17.86% 21.41% N/A N/A 14.81%
</TABLE>
<TABLE>
<CAPTION>
Non-Standard Total Return
(Assuming no CDSC, with maintenance fee)
Incep-
1 3 5 10 tion-to
Yr. Yrs. Yrs. Yrs. Date
<S> <C> <C> <C> <C> <C>
GAL Equity 3 26.21% 23.75% N/A N/A 14.92%
GAL High Quality Bond 3 8.05% 9.66% N/A N/A 5.23%
GAL Asset Allocation 3 17.61% 19.49% N/A N/A 11.69%
T. Rowe Price International Equity 3 0.15% 7.41% N/A N/A 4.20%
T. Rowe Price International Bond 3 1 -4.58% 3.12% N/A N/A 1.41%
Founders Capital Appreciation 3 4.74% 17.58% N/A N/A 14.93%
INVESCO Equity Income 3 21.86% 21.86% N/A N/A 14.97%
</TABLE>
(1) Effective May 1, 1996, Rowe Price-Fleming International, Inc. became
Sub-advisor of the Portfolio. Prior to May 1, 1996, Scudder, Stevens & Clark,
Inc. served as the Sub-advisor of the Portfolio, then named the "AST Scudder
International Bond Portfolio." The performance information provided in the above
chart reflects that of the Portfolio as sub-advised by the prior Sub-advisor
from inception until May 1, 1996, and the current Sub-advisor from May 1, 1996
through December 31, 1997.
The performance quoted in any advertising should not be considered a
representation of the performance of the Sub-accounts in the future since
performance is not fixed. Actual performance will depend on the type, quality
and, for some of the Sub-accounts, the maturities of the investments held by the
underlying mutual fund portfolios and upon prevailing market conditions and the
response of the underlying mutual fund portfolios to such conditions. Actual
performance will also depend on changes in the expenses of the underlying mutual
fund portfolios. In addition, the amount of charges against each Sub-account
will affect performance.
The information provided by these measures may be useful in reviewing
the performance of the Sub-accounts, and for providing a basis for comparison
with other annuities. These measures may be less useful in providing a basis for
comparison with other investments that neither provide some of the benefits of
such annuities nor are treated in a similar fashion under the Code.
UNIT PRICE DETERMINATIONS: For each Sub-account the initial Unit Price was
$10.00. The Unit Price for each subsequent period is the net investment factor
for that period, multiplied by the Unit Price for the immediately preceding
Valuation Period. The Unit Price for a Valuation Period applies to each day in
the period. The net investment factor is an index that measures the investment
performance of and charges assessed against a Sub-account from one Valuation
Period to the next. The net investment factor for a Valuation Period is: (a)
divided by (b), less (c) where:
(a) is the net result of:
(1) the net asset value per share of the underlying mutual
fund shares held by that Sub-account at the end of the current Valuation Period
plus the per share amount of any dividend or capital gain distribution declared
and unpaid by the underlying mutual fund during that Valuation Period; plus or
minus
(2) any per share charge or credit during the Valuation Period
as a provision for taxes attributable to the operation or maintenance of that
Sub-account.
(b) is the net result of:
(1) the net asset value per share plus any declared and unpaid
dividends per share of the underlying mutual fund shares held in that
Sub-account at the end of the preceding Valuation Period; plus or minus
(2) any per share charge or credit during the preceding
Valuation Period as a provision for taxes attributable to the operation or
maintenance of that Sub-account.
(c) is the mortality and expense risk charges and the administration
charge.
We value the assets in each Sub-account at their fair market value in accordance
with accepted accounting practices and applicable laws and regulations. The net
investment factor may be greater than, equal to, or less than one.
CALCULATING THE MARKET VALUE ADJUSTMENT: The market value adjustment ("MVA") is
used in determining the Account Value of each Fixed Allocation. The formula used
to determine the MVA is applied separately to each Fixed Allocation. Values and
time durations used in the formula are as of the date the Account Value is being
determined. Current Rates and available Guarantee Periods are those for the
class of Annuities you purchase pursuant to the Prospectus available in
conjunction with this Statement of Additional Information. The formula is:
[(1+I) / (1+J+0.0010)]N/12
where:
I is the interest rate being credited to the Fixed Allocation;
J is the Current Rate for new Fixed Allocations with Guarantee
Periods of durations equal to the number of years (rounded to
the next higher integer when occurring on other than an
anniversary of the beginning of the Fixed Allocation's
Guarantee Period) remaining in such Guarantee Period ( the
"Remaining Period");
N is the number of months (rounded to the next higher integer
when occurring on other than a monthly anniversary of the
beginning of the Guarantee Period) remaining in such Guarantee
Period.
The formula that applies if amounts are surrendered pursuant to the right to
return the annuity is [(1 + I)/(1 + J)]N/12.
No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date.
Irrespective of the above, we apply certain formulas to determine "I" and "J"
when we do not offer Guarantee Periods with a duration equal to the Remaining
Period. These formulas are as follows:
(a) If we offer Guarantee Periods to your class of Annuities with
durations that are both shorter and longer than the Remaining Period, we
interpolate a rate for "J" between our then current interest rates for Guarantee
Periods with the next shortest and next longest durations then available for new
Fixed Allocations for your class of Annuities.
(b) If we no longer offer Guarantee Periods to your class of Annuities
with durations that are both longer and shorter than the Remaining Period, we
determine rates for "J" and, for purposes of determining the MVA only, for "I"
based on the Moody's Corporate Bond Yield Average - Monthly Average Corporates
(the "Average"), as published by Moody's Investor Services, Inc., its successor,
or an equivalent service should such Average no longer be published by Moody's.
For determining I, we will use the Average published on or immediately prior to
the start of the applicable Guarantee Period. For determining J, we will use the
Average for the Remaining Period published on or immediately prior to the date
the MVA is calculated.
The following examples show the effect of the MVA in determining Account Value.
The example assumes: (a) Account Value of $50,000 for the Fixed Allocation at
the beginning of its Guarantee Period; (b) a Guarantee Period of 5 years; (c) an
interest rate of 5%, which is an effective annual rate; and (d) the date of the
calculation is the end of the third year since the beginning of the Guarantee
Period. That means there are two exact years remaining to the end of the
Guarantee Period.
Example of Upward Adjustment: Assume that J = 3.5% and there have been no
transfers or withdrawals. At this point I = 5% (0.05) and N = 24 (number of
months remaining in the Guarantee Period). Then:
(a) MVA = [(1+I)/(I+J+0.0010)]N/12 = [1.05/1.036]2 = 1.027210; and
(b) Account Value = Interim Value X MVA = $59,456.20.
Example of Downward Adjustment: Assume that J = 6% and there have been no
transfers or withdrawals. At this point I = 5% (0.05) and N = 24, the number of
months remaining in the Guarantee Period. Then:
(a) MVA = [(1+I)/(1+J+0.0010)]N/12 = [1.05/1.061]2 = 0.979372; and
(b) Account Value = Interim Value X MVA = $56,687.28.
INDEPENDENT AUDITORS: Ernst & Young LLP, Goodwin Square, 225 Asylum Street,
Hartford, Connecticut 06103, independent auditors, have audited the financial
statements of American Skandia Life Assurance Corporation and American Skandia
Life Assurance Corporation Variable Account B (Class 3 Sub-accounts) with
respect to the year ended December 31, 1997. Deloitte & Touche LLP, Two World
Financial Center, New York, New York 10281-1433, independent auditors, have
audited the financial statements of American Skandia Life Assurance Corporation
and American Skandia Life Assurance Corporation Variable Account B (Class 3
Sub-accounts) with respect to the years ended December 31, 1996, 1995, 1994 and
1993. Audited consolidated statements of financial condition of American Skandia
Life Assurance Corporation as of December 31, 1997 and 1996, and the related
consolidated statements of operations, shareholder's equity and cash flows for
each of the three years in the period ended December 31, 1997 are included in
the Prospectus. The audited statement of assets, liabilities and contractowner's
equity for Variable Account B (Class 3 Sub-accounts) as of December 31, 1997 and
the related statement of operations for the periods then ended and statements of
changes in net assets for the periods ended December 31, 1997 and 1996 are
included herein. The financial statements included herein and in the Prospectus
have been audited by Ernst & Young LLP and Deloitte & Touche LLP, independent
auditors, as set forth in their respective reports thereon appearing elsewhere
herein and in the Prospectus, and are included in reliance upon such reports
given upon the authority of each firm as experts in accounting and auditing.
LEGAL EXPERTS: Counsel with respect to Federal laws and regulations applicable
to the issue and sale of the Annuities and with respect to Connecticut law is
Werner & Kennedy, 1633 Broadway, New York, New York 10019.
FINANCIAL STATEMENTS FOR SEPARATE ACCOUNT B (CLASS 3 SUB-ACCOUNTS): The
statements which follow in Appendix A are those of American Skandia Life
Assurance Corporation Variable Account B (Class 3 Sub-accounts) as of December
31, 1997 and for the periods ended December 31, 1997 and 1996. There are other
Sub-accounts included in Variable Account B that are not available in the
product described in the applicable prospectus.
To the extent and only to the extent that any statement in a document
incorporated by reference into this Statement of Additional Information is
modified or superseded by a statement in this Statement of Additional
Information or in a later-filed document, such statement is hereby deemed so
modified or superseded and not part of this Statement of Additional Information.
We furnish you without charge a copy of any or all the documents incorporated by
reference in this Statement of Additional Information, including any exhibits to
such documents which have been specifically incorporated by reference. We do so
upon receipt of your written or oral request. Please address your request to
American Skandia Life Assurance Corporation, Attention: Galaxy Annuity Customer
Service, P.O. Box 883, Shelton, Connecticut, 06484. Our phone number is
1-800-444-3970. You may also forward such a request electronically to our
Customer Service Department at [email protected].
<PAGE>
Appendix A
Financial Statements for Separate Account B
(Class 3 Sub-accounts)
APPENDIX A
INDEPENDENT AUDITOR'S REPORT
To the Contractowners of
American Skandia Life Assurance Corporation
Variable Account B - Class 3 Galaxy and the
Board of Directors and Shareholder of
American Skandia Life Assurance Corporation
Shelton, Connecticut
We have audited the accompanying statement of assets and liabilities of
twenty-nine sub-accounts of American Skandia Life Assurance Corporation Variable
Account B - Class 3 Galaxy, referred to in Note 1, as of December 31, 1997, and
the related statements of operations and changes in net assets for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1997 financial statements referred to above present fairly,
in all material respects, the financial position of the twenty-nine sub-accounts
of American Skandia Life Assurance Corporation Variable Account B - Class 3
Galaxy, as referred to in Note 1, as of December 31, 1997, and the results of
their operations and changes in their net assets for the year then ended in
conformity with generally accepted accounting principles.
Ernst & Young LLP
Hartford, Connecticut
February 20, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Contractowners of
American Skandia Life Assurance Corporation
Variable Account B - Class 3 Galaxy and the
Board of Directors and Shareholder of
American Skandia Life Assurance Corporation
Shelton, Connecticut
We have audited the accompanying statements of changes in net assets of the
twenty-three sub-accounts of American Skandia Life Assurance Corporation
Variable Account B - Class 3 Galaxy, referred to in Note 1, for the year ended
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
the confirmation of securities owned as of December 31, 1996 with the managers
of the mutual funds. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the changes in net assets of the twenty-three sub-accounts of American
Skandia Life Assurance Corporation Variable Account B - Class 3 Galaxy, referred
to in Note 1, for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
February 24, 1997
<PAGE>
American Skandia Life Assurance Corporation
Variable Account B --- Class 3 Galaxy
Statement of Assets, Liabilities and Contractowner's Equity
As of December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS
Investment in mutual funds at market value ( Note 2 ):
Galaxy VIP Funds (GAL):
<S> <C> <C>
Money Market - 5,350,918 shares ( cost $5,350,918 ) $ 5,350,918
Equity - 1,419,566 shares ( cost $22,793,770 ) 27,937,063
High Quality Bond - 539,679 shares ( cost $5,458,855) 5,564,093
Asset Allocation - 1,627,501 shares ( cost $22,907,401 ) 23,663,865
American Skandia Trust ( AST ):
Lord Abbett Growth and Income Portfolio - 311,578 shares ( cost $5,765,123 ) 6,396,687
JanCap Growth Portfolio - 339,208 shares ( cost $6,812,629 ) 7,852,661
Federated Utility Income Portfolio - 39,823 shares ( cost $519,291 ) 603,322
Federated High Yield Portfolio - 513,794 shares ( cost $6,058,535 ) 6,735,843
INVESCO Equity Income Portfolio - 1,116,926 shares ( cost $15,648,124 ) 18,440,446
Founders Capital Appreciation Portfolio - 989,203 shares ( cost $15,831,486 ) 17,617,712
T. Rowe Price International Equity Portfolio - 936,804 shares ( cost $11,113,137 ) 11,325,965
T. Rowe Price International Bond Portfolio - 107,851 shares ( cost $1,099,764 ) 1,089,298
--------------------
Total Invested Assets 132,577,873
Receivable from American Skandia Life Assurance Corporation 312,482
--------------------
Total Assets $ 132,890,355
====================
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
American Skandia Life Assurance Corporation
Variable Account B --- Class 3 Galaxy
Statement of Assets and Liabilities ( Concluded )
As of December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Payable to American Skandia Trust $ 28,109
Payable from Galaxy VIP Fund 284,125
------------------
------------------
Total Liabilities $ 312,234
------------------
</TABLE>
<TABLE>
<CAPTION>
NET ASSETS
Unit
Contractowners' Equity Units Value
<S> <C> <C> <C>
GAL - Money Market 481,900 $11.10 $ 5,350,312
GAL - Equity 1,614,134 17.31 27,937,812
GAL - High Quality Bond 449,406 12.38 5,563,398
GAL - Asset Allocation 1,518,788 15.58 23,664,501
AST - Lord Abbett Growth and Income 386,333 16.56 6,396,687
AST - JanCap Growth 386,637 20.31 7,852,661
AST - Federated Utility Income 37,213 16.21 603,240
AST - Federated High Yield 487,167 13.83 6,735,843
AST - INVESCO Equity Income 1,112,336 16.58 18,440,446
AST - Founders Capital Appreciation 1,159,570 15.19 17,617,712
AST - T. Rowe Price International Equity 934,595 12.12 11,326,274
AST - T. Rowe Price International Bond 101,883 10.69 1,089,235
==================
Total Net Assets $ 132,578,121
==================
</TABLE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B - CLASS 3 GALAXY
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
- -------------------------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
GAL - Money GAL GAL - High
Total Market Equity Quality Bond
------------------------------------------------------------
INVESTMENT INCOME:
Income
<S> <C> <C> <C> <C>
Dividends $ 1,655,187 $ 231,417 $ 238,462 $ 194,345
Expenses
Mortality and Expense Risk Charges and Administrative Fees (Note 6) (1,050,903) (49,160) (206,259) (35,017)
------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) 604,284 182,257 32,203 159,328
------------------------------------------------------------
REALIZED GAIN (LOSS) ON INVESTMENTS:
Proceeds from Sales 21,015,310 4,425,380 547,326 420,438
Cost of Securities Sold 18,446,614 4,425,380 371,101 423,064
------------------------------------------------------------
Net Gain (Loss) 2,568,696 0 176,225 (2,626)
Capital Gain Distributions Received 2,026,334 0 0 0
------------------------------------------------------------
NET REALIZED GAIN (LOSS) 4,595,030 0 176,225 (2,626)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Beginning of Year 5,211,530 0 1,314,440 (14,587)
End of Year 13,218,840 0 5,143,292 105,238
------------------------------------------------------------
NET UNREALIZED GAIN (LOSS) 8,007,310 0 3,828,852 119,825
------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 13,206,624 $ 182,257 $ 4,037,280 $ 276,527
============================================================
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
<TABLE>
<CAPTION>
AST - Lord
GAL - Asset Abbett Growth AST - JanCap AST - Federated
Allocation and Income Growth Utility Income
------------------------------------------------------------
INVESTMENT INCOME:
Income
<S> <C> <C> <C> <C>
Dividends $ 414,543 $ 69,292 $ 12,320 $ 6,816
Expenses
Mortality and Expense Risk Charges and Administrative Fees (Note 6) (145,137) (62,779) (61,884) (3,738)
------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) 269,406 6,513 (49,564) 3,078
------------------------------------------------------------
REALIZED GAIN (LOSS) ON INVESTMENTS:
Proceeds from Sales 480,422 4,783,018 2,454,911 95,175
Cost of Securities Sold 381,814 3,946,415 2,031,083 83,703
------------------------------------------------------------
Net Gain (Loss) 98,608 836,603 423,828 11,472
Capital Gain Distributions Received 1,313,418 124,578 205,377 9,734
------------------------------------------------------------
NET REALIZED GAIN (LOSS) 1,412,026 961,181 629,205 21,206
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Beginning of Year 341,529 403,068 432,970 20,652
End of Year 756,464 631,563 1,040,033 84,031
------------------------------------------------------------
NET UNREALIZED GAIN (LOSS) 414,935 228,495 607,063 63,379
------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 2,096,367 $ 1,196,189 $ 1,186,704 $ 87,663
============================================================
</TABLE>
<TABLE>
<CAPTION>
AST - Founders AST - T. Rowe
AST - Federated AST - INVESCO Capital rice International
High Yield Equity Income Appreciation Equity
------------------------------------------------------------
INVESTMENT INCOME:
Income
<S> <C> <C> <C> <C>
Dividends $ 230,109 $ 187,520 $ - $ 60,557
Expenses
Mortality and Expense Risk Charges and Administrative Fees (Note 6) (61,367) (142,270) (157,266) (116,762)
------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) 168,742 45,250 (157,266) (56,205)
------------------------------------------------------------
REALIZED GAIN (LOSS) ON INVESTMENTS:
Proceeds from Sales 1,573,085 473,505 2,216,636 3,236,253
Cost of Securities Sold 1,424,113 362,647 1,841,622 2,838,576
------------------------------------------------------------
Net Gain (Loss) 148,972 110,858 375,014 397,677
Capital Gain Distributions Received 27,401 261,291 0 68,826
------------------------------------------------------------
NET REALIZED GAIN (LOSS) 176,373 372,149 375,014 466,503
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Beginning of Year 311,186 770,486 994,841 611,107
End of Year 677,308 2,792,322 1,786,227 212,828
------------------------------------------------------------
NET UNREALIZED GAIN (LOSS) 366,122 2,021,836 791,386 (398,279)
------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 711,237 $ 2,439,235 $ 1,009,134 $ 12,019
============================================================
</TABLE>
<TABLE>
<CAPTION>
AST - T. Rowe
Price International
Bond
-----------------
INVESTMENT INCOME:
Income
<S> <C>
Dividends $ 9,806
Expenses
Mortality and Expense Risk Charges and Administrative Fees (Note 6) (9,264)
-----------------
NET INVESTMENT INCOME (LOSS) 542
-----------------
REALIZED GAIN (LOSS) ON INVESTMENTS:
Proceeds from Sales 309,161
Cost of Securities Sold 317,096
-----------------
Net Gain (Loss) (7,935)
Capital Gain Distributions Received 15,709
-----------------
NET REALIZED GAIN (LOSS) 7,774
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Beginning of Year 25,838
End of Year (10,466)
-----------------
NET UNREALIZED GAIN (LOSS) (36,304)
-----------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (27,988)
=================
</TABLE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B - CLASS 3 GALAXY
STATEMENT OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------
--------------------------------------------------------------------
<TABLE>
<CAPTION>
Total GAL - Money Market
--------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
--------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C> <C>
OPERATIONS:
Net Investment Income (Loss) $ 604,284 $ 353,865 $ 182,257 $ 152,624
Net Realized Gain (Loss) 4,595,030 1,785,723 - -
Net Unrealized Gain (Loss) On Investments 8,007,310 4,534,669 - -
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Operations 13,206,624 6,674,257 182,257 152,624
--------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Transfers of Annuity Fund Deposits 51,729,407 37,561,833 5,704,712 6,187,397
Net Transfers Between Sub-accounts 1,899,752 8,878,757 (4,452,089) (3,922,530)
Surrenders (6,629,410) (2,127,860) (767,546) (722,387)
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Capital Share Transactions 46,999,749 44,312,730 485,077 1,542,480
--------------------------------------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 60,206,373 50,986,987 667,334 1,695,104
NET ASSETS:
Beginning of Year 72,371,748 21,384,761 4,682,978 2,987,874
--------------------------------------------------------------------
End of Year $ 132,578,121 $ 72,371,748 $ 5,350,312 $ 4,682,978
====================================================================
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
<TABLE>
<CAPTION>
GAL - Equity GAL - High Quality Bond
--------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
--------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C> <C>
OPERATIONS:
Net Investment Income (Loss) $ 32,203 $ 29,515 $ 159,328 $ 92,695
Net Realized Gain (Loss) 176,225 57,194 (2,626) (7,965)
Net Unrealized Gain (Loss) On Investments 3,828,852 1,216,166 119,825 (39,004)
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Operations 4,037,280 1,302,875 276,527 45,726
--------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Transfers of Annuity Fund Deposits 11,955,209 7,150,803 2,699,500 1,280,336
Net Transfers Between Sub-accounts 1,470,753 1,031,774 50,334 465,252
Surrenders (1,082,877) (264,370) (222,851) (110,513)
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Capital Share Transactions 12,343,085 7,918,207 2,526,983 1,635,075
--------------------------------------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 16,380,365 9,221,082 2,803,510 1,680,801
NET ASSETS:
Beginning of Year 11,557,447 2,336,365 2,759,888 1,079,087
--------------------------------------------------------------------
End of Year $ 27,937,812 $ 11,557,447 $ 5,563,398 $ 2,759,888
====================================================================
</TABLE>
- -----------------------------------------------------------
See Notes to Financial Statements.
<TABLE>
<CAPTION>
AST - Lord Abbett
GAL - Asset Allocation Growth and Income
--------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
--------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C> <C>
OPERATIONS:
Net Investment Income (Loss) $ 269,406 $ 73,231 $ 6,513 $ (4,428)
Net Realized Gain (Loss) 1,412,026 357,716 961,181 251,828
Net Unrealized Gain (Loss) On Investments 414,935 236,296 228,495 320,579
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Operations 2,096,367 667,243 1,196,189 567,979
--------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Transfers of Annuity Fund Deposits 12,971,534 4,814,974 1,408,233 1,906,277
Net Transfers Between Sub-accounts 1,361,071 619,823 (499,599) 862,301
Surrenders (638,729) (554,647) (944,750) (35,214)
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Capital Share Transactions 13,693,876 4,880,150 (36,116) 2,733,364
--------------------------------------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 15,790,243 5,547,393 1,160,073 3,301,343
NET ASSETS:
Beginning of Year 7,874,258 2,326,865 5,236,614 1,935,271
--------------------------------------------------------------------
End of Year $ 23,664,501 $ 7,874,258 $ 6,396,687 $ 5,236,614
====================================================================
</TABLE>
- -----------------------------------------------------------
See Notes to Financial Statements.
<TABLE>
<CAPTION>
AST AST - Federated
JanCap Growth Utility Income
--------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
--------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C> <C>
OPERATIONS:
Net Investment Income (Loss) $ (49,564) $ (30,310) $ 3,078 $ 2,833
Net Realized Gain (Loss) 629,205 389,975 21,206 5,780
Net Unrealized Gain (Loss) On Investments 607,063 415,113 63,379 13,260
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Operations 1,186,704 774,778 87,663 21,873
--------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Transfers of Annuity Fund Deposits 2,010,907 2,016,600 175,595 79,717
Net Transfers Between Sub-accounts 687,741 398,902 95,242 50,032
Surrenders (66,455) (16,267) (2,348) (1,435)
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Capital Share Transactions 2,632,193 2,399,235 268,489 128,314
--------------------------------------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 3,818,897 3,174,013 356,152 150,187
NET ASSETS:
Beginning of Year 4,033,764 859,751 247,088 96,901
--------------------------------------------------------------------
End of Year $ 7,852,661 $ 4,033,764 $ 603,240 $ 247,088
====================================================================
</TABLE>
- -----------------------------------------------------------
See Notes to Financial Statements.
<TABLE>
<CAPTION>
AST - Federated AST - INVESCO
High Yield Equity Income
--------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
--------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C> <C>
OPERATIONS:
Net Investment Income (Loss) $ 168,742 $ 127,873 $ 45,250 $ (6,120)
Net Realized Gain (Loss) 176,373 64,549 372,149 100,680
Net Unrealized Gain (Loss) On Investments 366,122 238,920 2,021,836 650,969
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Operations 711,237 431,342 2,439,235 745,529
--------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Transfers of Annuity Fund Deposits 724,965 1,102,285 7,023,556 5,063,947
Net Transfers Between Sub-accounts 1,292,653 738,522 850,678 1,349,074
Surrenders (632,318) (197) (634,558) (218,655)
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Capital Share Transactions 1,385,300 1,840,610 7,239,676 6,194,366
--------------------------------------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 2,096,537 2,271,952 9,678,911 6,939,895
NET ASSETS:
Beginning of Year 4,639,306 2,367,354 8,761,535 1,821,640
--------------------------------------------------------------------
End of Year $ 6,735,843 $ 4,639,306 18,440,446 $ 8,761,535
====================================================================
</TABLE>
- -----------------------------------------------------------
See Notes to Financial Statements.
<TABLE>
<CAPTION>
AST - Founders Capital AST - T. Rowe Price
Appreciation International Equity
--------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net Investment Income (Loss) $ (157,266) $ (42,576) $ (56,205) $ (40,987)
Net Realized Gain (Loss) 375,014 112,207 466,503 442,300
Net Unrealized Gain (Loss) On Investments 791,386 926,780 (398,279) 536,007
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Operations 1,009,134 996,411 12,019 937,320
--------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS:
Transfers of Annuity Fund Deposits 3,285,381 3,247,466 3,374,809 4,319,005
Net Transfers Between Sub-accounts 1,456,791 5,850,291 (516,742) 1,448,029
Surrenders (612,308) (92,219) (1,010,477) (74,304)
--------------------------------------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Capital Share Transactions 4,129,864 9,005,538 1,847,590 5,692,730
--------------------------------------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 5,138,998 10,001,949 1,859,609 6,630,050
NET ASSETS:
Beginning of Year 12,478,714 2,476,765 9,466,665 2,836,615
--------------------------------------------------------------------
End of Year $ 17,617,712 $ 12,478,714 11,326,274 $ 9,466,665
====================================================================
</TABLE>
- -----------------------------------------------------------
See Notes to Financial Statements.
<TABLE>
<CAPTION>
AST - T. Rowe Price
International Bond
-------------------------------------
Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996
-------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C>
OPERATIONS:
Net Investment Income (Loss) $ 542 $ (485)
Net Realized Gain (Loss) 7,774 11,459
Net Unrealized Gain (Loss) On Investments (36,304) 19,583
-------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Operations (27,988) 30,557
-------------------------------------
CAPITAL SHARE TRANSACTIONS:
Transfers of Annuity Fund Deposits 395,006 393,026
Net Transfers Between Sub-accounts 102,919 (12,713)
Surrenders (14,193) (37,652)
-------------------------------------
Net Increase (Decrease) In Net Assets Resulting
From Capital Share Transactions 483,732 342,661
-------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 455,744 373,218
NET ASSETS:
Beginning of Year 633,491 260,273
-------------------------------------
End of Year $ 1,089,235 $ 633,491
=====================================
</TABLE>
- -----------------------------------------------------------
See Notes to Financial Statements.
American Skandia Life Assurance Corporation
Variable Account B - Class 3 Galaxy
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. ORGANIZATION
American Skandia Life Assurance Corporation Variable Account B - Class 3
Galaxy(the "Account") is a separate investment account of American Skandia
Life Assurance Corporation ("American Skandia" or "Company"). The Account is
registered with the SEC under the Investment Company Act of 1940 as a unit
investment trust. The Account commenced operations May 1, 1995.
As of December 31, 1997, the Account consisted of thirty-three sub-accounts.
These financial statements report on twelve sub-accounts offered in the
Galaxy Annuity. Each of the twelve sub-accounts invests only in a single
corresponding portfolio of either the Galaxy VIP Fund or the American Skandia
Trust (the "Trusts"). Fleet Investment Advisors Inc. is the advisor for The
Galaxy VIP Fund. American Skandia Investment Services, Incorporated, an
affiliate, is the investment manager for American Skandia Trust, while Lord
Abbett & Co, Janus Capital Corporation, Federated Investment Counseling, Rowe
Price-Fleming International, Inc., Founders Asset Management, Inc. and
INVESCO Trust Company are the sub-advisors. The investment advisors are paid
fees for their services by the respective Trusts.
2. VALUATION OF INVESTMENTS
The market value of the investments in the sub-accounts is based on the net
asset values of the Trust shares held at the end of the current period.
Transactions are accounted for on the trade date and dividend income is
recognized on an accrual basis. Realized gains and losses on sales of
investments are determined on a first-in first-out basis.
3. ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires that management make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
4. INCOME TAXES
American Skandia does not expect to incur any federal income tax liability on
earnings, or realized capital gains attributable to the Account, therefore,
no charges for federal income taxes are currently deducted from the Account.
If American Skandia incurs income taxes attributable to the Account, or
determines that such taxes will be incurred, it may make a charge for such
taxes against the Account.
Under current laws, American Skandia may incur state and local income taxes
(in addition to premium tax) in several states. The Company does not
anticipate that these will be significant. However, American Skandia may make
charges to the Account in the event that the amount of these taxes change.
<PAGE>
American Skandia Life Assurance Corporation
Variable Account B - Class 3 Galaxy
Notes to
Financial Statements
- --------------------------------------------------------------------------------
5. DIVERSIFICATION REQUIREMENTS
Under the provisions of Section 817(h) of the Internal Revenue Code a
variable annuity contract, other than a contract issued in connection with
certain types of employee benefit plans, will not be treated as an annuity
contract for federal tax purposes for any period in which the investments, on
which the contract is based, are not adequately diversified. American Skandia
believes the Account satisfies the current regulations, and the Company
intends to meet such requirements.
6. CONTRACT CHARGES
The following contract charges are paid to American Skandia which provides
administrative services to the Account :
Mortality and Expense Risk Charges - Charged daily against the Account
at an annual rate of 0.85% of the net assets.
Administrative Fees - Charged daily against the Account at an annual
rate of .15% of the net assets. A maintenance fee equaling the smaller
of $35 or 2% of the current Account Value is deducted at the end of each
contract year and on surrender for each contractowner account.
Transfer Fees - Charged at a rate of $10 for each transfer after the
fourth, for each contractowner account, in each annuity year. Contingent
Deferred Sales Charges are computed as set forth in the Galaxy Annuity.
These charges may be imposed on the full, or partial surrender of
certain contracts. There is no contingent deferred sales charge if all
premiums were received at least four complete years prior to the date of
the full or partial surrender.
7. YEAR 2000 COMPLIANCE (UNAUDITED)
The Company's internally developed systems were designed from the start
with the correct four digit date fields. As a result, few technical
problems related to the year 2000 are anticipated. In addition, the
Company is working with external business partners and software providers
to request and review their year 2000 compliance status and plans. Any
new, externally developed software and all new service providers are
evaluated for year 2000 compliance before contracted.
Full internal compliance is anticipated by September 1998, followed by
continuous evaluation of internal systems, external business partners and
software providers until the year 2000.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B- CLASS 3 GALAXY
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
8. CHANGES IN THE UNITS OUTSTANDING
Class 3 Sub-accounts Investing In:
<TABLE>
<CAPTION>
----------------------------------------------------------------
GAL-Money GAL
Market Equity
----------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Outstanding Beginning of the Year 438,416 290,495 844,454 205,306
Units Purchased 510,188 589,739 745,130 557,982
Units Transferred Between Sub-accounts (408,139) (429,389) 90,555 102,617
Units Surrendered (58,565) (12,429) (66,005) (21,451)
----------------------------------------------------------------
==============================
Units Outstanding End of the Year 481,900 438,416 1,614,134 844,454
================================================================
</TABLE>
<TABLE>
<CAPTION>
GAL-High GAL-Asset
Quality Bond Allocation
----------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Outstanding Beginning of the Year 241,376 94,895 595,541 199,741
Units Purchased 222,917 113,129 872,885 384,734
Units Transferred Between Sub-accounts 4,044 41,573 93,570 55,705
Units Surrendered (18,931) (8,221) (43,208) (44,639)
----------------------------------------------------------------
================================================================
Units Outstanding End of the Year 449,406 241,376 1,518,788 595,541
================================================================
</TABLE>
<TABLE>
<CAPTION>
AST-Lord Abbett AST
Growth & Income JanCap Growth
----------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Outstanding Beginning of the Year 388,009 168,290 252,967 68,509
Units Purchased 70,729 137,588 108,961 140,682
Units Transferred Between Sub-accounts (32,946) 84,923 27,987 45,185
Units Surrendered (39,459) (2,792) (3,278) (1,409)
----------------------------------------------------------------
================================================================
Units Outstanding End of the Year 386,333 388,009 386,637 252,967
================================================================
</TABLE>
<TABLE>
<CAPTION>
AST-Federated AST-Federated
Utility Income High Yield
----------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Outstanding Beginning of the Year 19,077 8,260 377,336 216,497
Units Purchased 12,320 6,736 55,684 97,578
Units Transferred Between Sub-accounts 6,026 4,177 102,654 63,561
Units Surrendered (210) (96) (48,507) (300)
----------------------------------------------------------------
================================================================
Units Outstanding End of the Year 37,213 19,077 487,167 377,336
================================================================
</TABLE>
<TABLE>
<CAPTION>
AST-INVESCO AST-Founders
Equity Income Cap. Appreciation
----------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Outstanding Beginning of the Year 645,296 155,507 861,999 203,315
Units Purchased 447,780 399,764 227,560 238,456
Units Transferred Between Sub-accounts 55,109 106,839 107,186 427,681
Units Surrendered (35,847) (16,814) (37,175) (7,453)
----------------------------------------------------------------
================================================================
Units Outstanding End of the Year 1,112,336 645,296 1,159,570 861,999
================================================================
</TABLE>
<TABLE>
<CAPTION>
AST-T. Rowe AST-T. Rowe
Price Intl. Equity Price Int'l Bond
----------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Outstanding Beginning of the Year 783,865 265,448 56,657 24,422
Units Purchased 259,294 374,130 37,063 36,450
Units Transferred Between Sub-accounts (40,566) 151,056 9,533 (653)
Units Surrendered (67,998) (6,769) (1,370) (3,562)
----------------------------------------------------------------
================================================================
Units Outstanding End of the Year 934,595 783,865 101,883 56,657
================================================================
</TABLE>
gal3
PART C
OTHER INFORMATION
<PAGE>
Item 24. Financial Statements and Exhibits:
(a) All financial statements are included in Parts A & B of this Registration
Statement.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(b) Exhibits are attached as indicated.
(1) Copy of the resolution of the board of directors of Depositor
authorizing the establishment of the Registrant for Separate
Account B (previously filed in the initial Registration
Statement to Registration Statement No. 33-19363, filed
December 30, 1987). Filed via EDGAR with Post-Effective
Amendment No. 6 to Registration Statement No. 33-87010, filed
March 2, 1998.
(2) Not applicable. American Skandia Life Assurance Corporation
maintains custody of all assets.
(3) (a) Form of revised Principal Underwriting Agreement between American Skandia Life
Assurance Corporation and Skandia Life Equity Sales Corporation (previously filed in
Post-Effective Amendment No. 3 to Registration Statement No. 33-44436, filed April 20,
1993).
Filed via EDGAR with Post-Effective Amendment No. 6 to Registration Statement No.
33-87010, filed March 2, 1998.
(b) Form of Revised Dealer Agreement being filed via EDGAR with Post-Effective Amendment
No. 7 to Registration Statement No. 33-87010.
(4) Copy of the form of the Annuity (previously filed in
Pre-Effective Amendment No. 1 to this Registration Statement,
filed April 20, 1995). (i) Filed via EDGAR with Post-Effective
Amendment No. 2 to this Registration Statement No.
33-88362, filed April 30, 1997.
(5) A copy of the application form used with the Annuity
(previously filed in Pre-Effective Amendment No. 1 to this
Registration Statement, filed April 20, 1995).
FILED HEREWITH VIA EDGAR
(6) (a) Copy of the certificate of incorporation of American Skandia Life Assurance
Corporation (previously filed in Pre-Effective Amendment No. 2 to Registration
Statement No. 33-19363, filed July 27, 1988).
Filed via EDGAR with Post-Effective Amendment No. 6 to Registration Statement No.
33-87010, filed March 2, 1998.
(b) Copy of the By-Laws of American Skandia Life Assurance Corporation (previously filed
in Pre-Effective Amendment No. 2 to Registration Statement No. 33-19363, filed July
27, 1988).
Filed via EDGAR with Post-Effective Amendment No. 6 to Registration Statement No.
33-87010, filed March 2, 1998.
(7) Not applicable.
(8) Agreements between Depositor and:
(a) American Skandia Trust (previously filed in Post-Effective Amendment No. 5 to
Registration Statement No. 33-19363, filed February 28, 1990. At such time, what
later became American Skandia Trust was known as the Henderson Global Asset Trust).
(i) Filed via EDGAR with Post-effective Amendment No. 4 to Registration Statement No.
33-87010, filed February 25, 1997
(b) Form of Sales Agreement between Depositor and The Galaxy VIP Fund (previously filed
in Post-Effective Amendment No. 7 to Registration Statement No. 33-47976, filed March
21, 1994).
FILED HEREWITH VIA EDGAR
(9) Opinion and consent of Werner & Kennedy. FILED HEREWITH
(10) (a) Consent of Ernst & Young LLP. FILED HEREWITH
(b) Consent of Deloitte & Touche LLP. FILED HEREWITH
(11) Not applicable.
(12) Not applicable.
(13) Calculation of Performance Information for Advertisement of Performance (previously filed in
Pre-Effective Amendment No. 1 to this Registration Statement, filed April 20, 1995).
(i) Filed via EDGAR with Post-Effective Amendment No. 2 to this Registration Statement
No. 88362, filed April 30, 1997.
(14) Not applicable.
</TABLE>
Item 25. Directors and Officers of the Depositor: The Directors and Officers of
the Depositor are shown in Part A.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant: The Depositor does not directly or indirectly control any person.
The following persons are under common control with the Depositor by American
Skandia Investment Holding Corporation:
(1) American Skandia Information Services and Technology
Corporation (ASIST): The organization is a general business
corporation organized in the State of Delaware. Its primary
purpose is to provide various types of business services to
American Skandia Investment Holding Corporation and all of its
subsidiaries including computer systems acquisition,
development and maintenance, human resources acquisition,
development and management, accounting and financial reporting
services and general office services.
(2) American Skandia Marketing, Incorporated (ASM, Inc.): The
organization is a general business corporation organized in
the State of Delaware. It was formed primarily for the purpose
of acting as a broker-dealer in securities. It acts as the
principal "underwriter" of annuity contracts deemed to be
securities, as required by the Securities and Exchange
Commission, which insurance policies are to be issued by
American Skandia Life Assurance Corporation. It provides
securities law supervisory services in relation to the
marketing of those products of American Skandia Life Assurance
Corporation registered as securities. It also provides such
services in relation to marketing of certain public mutual
funds. It also has the power to carry on a general financial,
securities, distribution, advisory, or investment advisory
business; to act as a general agent or broker for insurance
companies and to render advisory, managerial, research and
consulting services for maintaining and improving managerial
efficiency and operation.
(3) American Skandia Investment Services, Incorporated (ASISI):
The organization is a general business corporation organized
in the state of Connecticut. The organization is authorized to
provide investment service and investment management advice in
connection with the purchasing, selling, holding or exchanging
of securities or other assets to insurance companies,
insurance-related companies, mutual funds or business trusts.
It's primary role is expected to be as investment manager for
certain mutual funds to be made available primarily through
the variable insurance products of American Skandia Life
Assurance Corporation.
(4) Skandia Vida: This subsidiary of American Skandia Life
Assurance Corporation was organized in March, 1995, and began
operations in July, 1995. It offers investment oriented life
insurance products designed for long-term savings through
independent banks and brokers.
Item 27. Number of Contract Owners: As of December 31, 1997, there were 3,115
owners of Annuities.
Item 28. Indemnification: Under Section 33-320a of the Connecticut General
Statutes, the Depositor must indemnify a director or officer against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses including
attorneys' fees, for actions brought or threatened to be brought against him in
his capacity as a director or officer when certain disinterested parties
determine that he acted in good faith and in a manner he reasonably believed to
be in the best interests of the Depositor. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason to believe
his conduct was unlawful. The director or officer must also be indemnified when
he is successful on the merits in the defense of a proceeding or in
circumstances where a court determines that he is fairly and reasonable entitled
to be indemnified, and the court approves the amount. In shareholder derivative
suits, the director or officer must be finally adjudged not to have breached
this duty to the Depositor or a court must determine that he is fairly and
reasonably entitled to be indemnified and must approve the amount. In a claim
based upon the director's or officer's purchase or sale of the Registrants'
securities, the director or officer may obtain indemnification only if a court
determines that, in view of all the circumstances, he is fairly and reasonably
entitled to be indemnified and then for such amount as the court shall
determine. The By-Laws of American Skandia Life Assurance Corporation ("ASLAC")
also provide directors and officers with rights of indemnification, consistent
with Connecticut Law.
The foregoing statements are subject to the provisions of Section 33-320a.
Directors and officers of ASLAC and ASM, Inc. can also be indemnified pursuant
to indemnity agreements between each director and officer and American Skandia
Investment Holding Corporation, a corporation organized under the laws of the
state of Delaware. The provisions of the indemnity agreement are governed by
Section 45 of the General Corporation Law of the State of Delaware.
The directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers liability insurance policy issued by an unaffiliated insurance
company to Skandia Insurance Company Ltd., their ultimate parent. Such policy
will reimburse ASLAC or ASM, Inc., as applicable, for any payments that it shall
make to directors and officers pursuant to law and, subject to certain
exclusions contained in the policy, will pay any other costs, charges and
expenses, settlements and judgments arising from any proceeding involving any
director or officer of ASLAC or ASM, Inc., as applicable, in his or her past or
present capacity as such.
Registrant hereby undertakes as follows: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of Registrant pursuant
to the foregoing provisions, or otherwise, 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, therefore, is unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of 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, unless in the opinion
of Registrant's counsel the matter has been settled by controlling precedent,
Registrant will 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.
Item 29. Principal Underwriters:
(a) At present, ASM, Inc. acts as principal underwriter only for annuities
to be issued by ASLAC.
(b) Directors and officers of ASM, Inc.
<TABLE>
<CAPTION>
<S> <C>
Name and Principal Business Address Position and Offices with Underwriter
Gordon C. Boronow Deputy Chief Executive Officer
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Kimberly A. Bradshaw Vice President,
American Skandia Life Assurance Corporation National Accounts Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Robert Brinkman Senior Vice President,
American Skandia Life Assurance Corporation National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Jan R. Carendi Chairman of the Board
American Skandia Life Assurance Corporation of Directors and
One Corporate Drive, P.O. Box 883 Chief Executive Officer
Shelton, Connecticut 06484-0883
Kathleen A. Chapman Assistant Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lucinda C. Ciccarello Vice President, Mutual Funds
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
William F. Cordner, Jr. Vice President, Customer Focus
American Skandia Life Assurance Corporation Teams
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Daniel R. Darst Senior Vice President,
American Skandia Life Assurance Corporation National Marketing Director
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
Paul A. DeSimone Vice President, Corporate
American Skandia Life Assurance Corporation Controller and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Wade A. Dokken President and Deputy Chief
American Skandia Life Assurance Corporation Executive Officer and
One Corporate Drive, P.O. Box 883 Director
Shelton, Connecticut 06484-0883
Walter G. Kenyon Vice President,
American Skandia Life Assurance Corporation National Accounts Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Lawrence Kudlow Senior Vice President,
American Skandia Life Assurance Corporation Chief Economist
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
N. David Kuperstock Vice President, Product
American Skandia Life Assurance Corporation Development and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Thomas M. Mazzaferro Executive Vice President,
American Skandia Life Assurance Corporation Chief Financial Officer
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
Brian O'Connor Vice President, National Sales
American Skandia Life Assurance Corporation Manager, Internal Wholesaling
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
M. Patricia Paez Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
M. Priscilla Pannell Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Hayward L. Sawyer Senior Vice President,
American Skandia Life Assurance Corporation National Sales Manager
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883
Anders O. Soderstrom Executive Vice President and
American Skandia Life Assurance Corporation Chief Information Officer
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Leslie S. Sutherland Vice President,
American Skandia Life Assurance Corporation National Accounts Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Amanda C. Sutyak Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
C. Ake Svensson Treasurer
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Christian Thwaites Vice President,
American Skandia Life Assurance Corporation Qualified Plans
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Mary Toumpas Vice President and
American Skandia Life Assurance Corporation Compliance Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883
Bayard F. Tracy Senior Vice President,
American Skandia Life Assurance Corporation National Sales Manager and
One Corporate Drive, P.O. Box 883 Director
Shelton, Connecticut 06484-0883
</TABLE>
Item 30. Location of Accounts and Records: Accounts and records are
maintained by ASLAC at its principal office in Shelton, Connecticut.
Item 31. Management Services: None
Item 32. Undertakings:
(a) Registrant hereby undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old so long as payments under the annuity contracts may be accepted and
allocated to the Sub-accounts of Separate Account B.
(b) Registrant hereby undertakes to include either (1) as part of any enrollment
form or application to purchase a contract offered by the prospectus, a space
that an applicant or enrollee can check to request a Statement of Additional
Information, or (2) a post card or similar written communication affixed to or
included in the prospectus that the applicant can remove to send for a Statement
of Additional Information.
(c)Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under this form promptly upon written or oral request.
(d) American Skandia Life Assurance Corporation ("Depositor") hereby represents
that the aggregate fees and charges under the annuity contracts are reasonable
in relation to the services rendered, the expenses expected to be incurred and
the risks assumed by the Depositor.
<PAGE>
EXHIBITS
As noted in Item 24(b), various exhibits are incorporated by
reference or are not applicable. The exhibits included are as
follows:
No. 5 Copy of the application form
No. 8b Form of sales agreement
No. 9 Opinion and Consent of Werner & Kennedy
No. 10 (a) Consent of Ernst & Young LLP
(b) Consent of Deloitte & Touche LLP
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of the Registration Statement and
has duly caused this Registration Statement to be signed on its behalf, in the
Town of Shelton and State of Connecticut, on this 23rd day of April, 1998.
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 3 SUB-ACCOUNTS)
Registrant
By: American Skandia Life Assurance Corporation
By:/s/ Kathleen A. Chapman Attest:/s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Depositor
By:/s/ Kathleen A. Chapman Attest:/s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Signature Title Date
(Principal Executive Officer)
Jan R. Carendi* Chief Executive Officer, April 23, 1998
Jan R. Carendi Chairman of the Board and Director
(Principal Financial Officer)
/s/ Thomas M. Mazzaferro Executive Vice President and April 23, 1998
Thomas M. Mazzaferro Chief Financial Officer
(Principal Accounting Officer)
/s/ David R. Monroe Vice President and April 23, 1998
David R. Monroe Controller
(Board of Directors)
Jan. R. Carendi* Gordon C. Boronow* Malcolm M. Campbell*
Jan. R. Carendi Gordon C. Boronow Malcolm M. Campbell
Henrik Danckwardt* Amanda C. Sutyak* Wade A. Dokken*
Henrik Danckwardt Amanda C. Sutyak Wade A. Dokken
Thomas M. Mazzaferro* Gunnar Moberg* Bayard F. Tracy*
Thomas M. Mazzaferro Gunnar Moberg Bayard F. Tracy
Anders Soderstrom* C. Ake Svensson* Lincoln R. Collins*
Anders Soderstrom C. Ake Svensson Lincoln R. Collins
Nancy F. Brunetti*
Nancy F. Brunetti
*By: /s/ Kathleen A. Chapman
Kathleen A. Chapman
<FN>
*Pursuant to Powers of Attorney filed with Initial Registration Statement No. 333-25733
</FN>
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
Logo American Please Check One Group Annuity Application
Skandia Life P.O. Box 883 for Participant Group ID# 008-Navigator
Shelton, CT 06484-0883
- --------------------------------------------------------------- -------------------------------------------------------------------
- --------------------------------------------------------------- -------------------------------------------------------------------
1. Participant(Applicant) 3. Annuitant(if other than Participant)
Name Name
Address Address
Sex Male Female Date of Birth Sex Male Female Date of Birth
Social Security/Tax I.D. No. 123-45-6789 Social Security/Tax I.D. No.
- --------------------------------------------------------------- -------------------------------------------------------------------
- --------------------------------------------------------------- -------------------------------------------------------------------
2. Co-Participant(if applicable) 4. Contingent Annuitant(if applicable)
Name Name
Address Address
Sex Male Female Date of Birth Sex Male Female Date of Birth
Social Security/Tax I.D. No. Social Security/Tax I.D. No.
- --------------------------------------------------------------- -------------------------------------------------------------------
- --------------------------------------------------------------- -------------------------------------------------------------------
5. Beneficiary Designation (The Participant reserves the right to change the Beneficiaries unless indicated in No. 11.)
Primary Beneficiary Contingent Beneficiary
Name Relationship to Participant Name Relationship to Participant
- ---------------------------------------------------------------
6. Initial Premium -------------------------------------------------------------------
$ 9. Type of Plan
Type of Payment X Check/Wire 1035 Exchange
Trustee-to-Trustee Transfer Non-qualified Qualified (indicate plan type):
IRA SEP/IRA IRA Rollover 401k 403b
Other
- ---------------------------------------------------------------
7. Investment Selection 10. Replacement
(Indicate your investment allocation below. Please use Is this annuity intended to replace (in whole or in part)
only whole number percentages. They must total 100%.) an existing life insurance or annuity? Yes X No
Variable Investment Options (if applicable) (If yes, please indicate carrier, contract no. and
% approximate premium amount in No. 11)
- --------------------------------------------------------------- -------------------------------------------------------------------
% 11. Special Instructions
% Allinace Navigator
%
Fixed Investment Options (if applicable)
YR % YR %
YR % YR %
- --------------------------------------------------------------- -------------------------------------------------------------------
8. Amendments to the Application(Home office use only). 12. Statement of Additional Information
Yes. Please send me a statement of additional information.
- --------------------------------------------------------------- -------------------------------------------------------------------
</TABLE>
Agreement-I/We represent to the best of my/our knowledge and belief the
statements made in this application are true and complete; including, under
penalty of perjury, the Social Security or Tax ID numbers provided. It is
indicated and agreed that the only statements which are to be construed as the
basis of the contract are those contained in this application or in any
amendment to this application. I/WE HAVE ALSO RECEIVED A COPY OF THE PROSPECTUS
AND I/WE UNDERSTAND THAT: (A) ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED
ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND NOT
GUARANTEED AS TO A DOLLAR AMOUNT; AND (B) ALL PAYMENTS AND VALUES BASED ON THE
FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE ADJUSTMENT FORMULA, THE OPERATION OF
WHICH MAY RESULT IN EITHER AN UPWARD OR DOWNWARD ADJUSTMENT.
Signatures
Participant(s) X
Proposed Annuitant (if other than Participant) X
Dated at (location) Date
Signature of Agent X Agent Name (please print)
Name and Address of Firm
Agent Report
Do you have any reason to believe that the contract applied for is to replace
existing annuities or life insurance? Yes No
GPAA-12-94
SALES AGREEMENT
THIS AGREEMENT is made by and between The Galaxy VIP Fund
("TRUST"), a Massachusetts business trust, and American Skandia Life Assurance
Corporation ("SKANDIA"), a life insurance company organized under the laws of
the State of Connecticut.
WHEREAS, TRUST is registered with the Securities and Exchange
Commission under the Investment Company Act of 1940 ("'40 Act") as an open-end
diversified management investment company, and its shares are registered under
the Securities Act of 1933 ("'33 Act"); and
WHEREAS, TRUST is organized as a series fund, currently with
four portfolios (individually, a "Portfolio" and collectively, the
"Portfolios"); and
WHEREAS, TRUST was organized primarily as a funding vehicle
for variable contracts offered by life insurance companies through separate
accounts of such life insurance companies; and
WHEREAS, SKANDIA has established separate accounts registered
as unit investment trusts under the `40 Act to offer variable contracts and may
establish others, and is desirous of having TRUST serve as one of the funding
vehicles for at least one such variable contract, and possibly others in the
future.
NOW, THEREFORE, and in consideration of the mutual covenants
herein contained, it is hereby agreed by and between TRUST and SKANDIA as
follows:
1. TRUST will make available to the designated separate
accounts of SKANDIA shares of TRUST Portfolios for investment of purchase
payments and, as applicable, cash values, account values or other contract
values, as per the terms of the applicable contracts, of variable contracts
allocated to the designated separate accounts. TRUST will diversify the assets
in each Portfolio in the manner required for the variable contracts to be
treated as such under Section 817(h) of the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder.
2. TRUST will make the shares available indefinitely to such
separate accounts for purchase at the applicable net asset value per share on
those days on which TRUST calculates its net asset value pursuant to the rules
of the Securities and Exchange Commission. Notwithstanding the foregoing, the
Board of Trustees of TRUST may refuse to sell shares of any Portfolio to any
person, or suspend or terminate the offering of shares of any Portfolio if such
action is required by law or by regulatory authorities having jurisdiction or
is, in the sole discretion of the Board of Trustees of TRUST acting in good
faith and in 1ight of their fiduciary duties under federal and any applicable
state laws, necessary in the best interest of the shareholders of such
portfolio.
3. Purchase and redemption orders shall be placed for such shares pursuant to
TRUST procedures which are then in effect and which may be modified from time to
time. TRUST will provide Skandia with documentation of all procedures now in
effect and will undertake to inform SKANDIA of any modifications to such
procedures.
4. TRUST will provide SKANDIA camera ready copy of the current TRUST prospectus
and any supplements thereto for printing by SKANDIA. TRUST will provide SKANDIA
a copy of the statement of additional information for duplication. TRUST will
provide SKANDIA copies of its proxy material suitable for printing. TRUST will
provide SKANDIA annual and semi-annual reports and any supplements thereto, in
camera ready form. SKANDIA will print or duplicate such documents for
prospective investors at its own expense.
5. (a) SKANDIA shall not give any information or make any representations or
statements on behalf of TRUST or concerning TRUST in connection with the sale of
the variable contracts other than the information or representations contained
in the registration statement or prospectus for TRUST shares, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in reports or proxy statements for TRUST, or in sales literature or
other promotional material approved by TRUST.
(b) SKANDIA will make available to TRUST at least one complete copy of
all registration statements, prospectuses, statements of additional information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the variable
contracts or the separate accounts, contemporaneously with the filing of such
documents with the Securities and Exchange Commission.
6. (a) SKANDIA shall be solely responsible for its actions in connection with
its use of TRUST and its shares and shall indemnify and hold harmless TRUST, its
officers and trustees from any liability for SKANDIA's negligent or wrongful
acts or failures to act with respect to SKANDIA's use of TRUST or its shares.
(b) TRUST shall be solely responsible for its actions in connection
with its operations and shall indemnify and hold harmless SKANDIA, its officers
and directors from any liability for TRUST's negligent or wrongful acts or
failures to act with respect thereto.
7. SKANDIA agrees to inform the Board of Trustees of TRUST of the existence of
or any potential for any material irreconcilable conflict of interest between
the interests of owners of contracts using the separate accounts of SKANDIA
which invest in the Trust and/or the interests of owners of contracts using any
other separate account of any other insurance company which invests in the
TRUST.
A majority of the Board of Trustees of the TRUST ("Board") shall be
composed of persons who are not "interested persons" of TRUST as defined by the
'40 Act. The Board shall monitor TRUST for the existence of any material
irreconcilable conflicts between the interests of the contract owners of all
separate accounts investing in the TRUST.
Any material irreconcilable conflict may arise for a variety of
reasons, including:
(a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or securities
laws or regulations, or a public ruling, private letter ruling, or any similar
action by insurance, tax, or securities regulatory authorities;.
(c) an administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of any Portfolio are being managed;
(e) a difference in voting instructions given by variable annuity contract
owners and variable life insurance contract owners or by contract owners of
different life insurance companies utilizing TRUST; or
(f) a decision by SKANDIA to disregard the voting instructions of contract
owners.
SKANDIA will be responsible for assisting the Board in carrying out its
responsibilities by providing the Board with all information reasonably
necessary for the Board to consider any issue raised including information as to
a decision by SKANDIA to disregard voting instructions of contract owners.
It is agreed that if it is determined by a majority of the members of
the Board or a majority of its disinterested Trustees that a material
irreconcilable conflict exists affecting SKANDIA, SKANDIA shall, at its own
expense, take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, which steps may include, but are not limited
to:
(i) withdrawing the assets allocable to some or all of the separate
accounts of SKANDIA from TRUST or any Portfolio and reinvesting such assets in a
different investment medium, including another Portfolio of the TRUST, if any,
or submitting to a vote of all affected contract owners the question of whether
segregation of assets should be implemented and, as appropriate, segregating the
assets of any particular group (i.e., annuity contract owners or life insurance
contract owners) that votes in favor of such segregation, or offering to the
affected contract owners the option of making such a change;
(ii) establishing a new registered management investment company or managed
separate account.
If a material irreconcilable conflict arises because of SKANDIA's
decisions to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, SKANDIA may be
required, at the TRUST's election, to withdraw its separate account's investment
in TRUST and terminate this Agreement. No charge or penalty will be imposed
against a separate account as a result of such a withdrawal. SKANDIA agrees that
any remedial action taken by it in resolving any material conflicts of interest
will be carried out with a view only to the interest of contract owners.
For purposes hereof, a majority of the disinterested members of the
Board shall determine whether or not any proposed action adequately remedies any
material irreconcilable conflict. In no event will TRUST be required to
establish a new funding medium for any variable contracts. SKANDIA shall not be
required by the terms hereof to establish a new funding medium for any variable
contracts if an offer to do so has been declined by vote of a majority of
affected contract owners. In the event that the Board determines that any
proposed action does not adequately remedy any material irreconcilable conflict,
then SKANDIA will withdraw the separate account's investment in TRUST and
terminate this Agreement.
TRUST will undertake to promptly make known to SKANDIA the Board's
determination of the existence of a material irreconcilable conflict and its
implications.
8. SKANDIA shall provide pass-through voting privileges to all variable
contract owners so long as the Securities and Exchange Commission continues to
interpret the '40 Act to require such pass-through voting privileges for
variable contract owners. SKANDIA shall be responsible for assuring that each of
its separate accounts participating in TRUST calculates voting privileges in a
manner consistent with other life companies utilizing TRUST. It is a condition
of the Agreement that SKANDIA will vote shares, for which it has not received
voting instructions as well as shares attributable to it, in the same proportion
as it votes shares for which it has received instructions.
9. The Agreement shall terminate automatically in the event of its
assignment, unless made with the written consent of each party.
10. This Agreement may be terminated at any time on sixty (60) days'
written notice to the other party hereto, without the payment of any penalty.
11. (a) This Agreement shall be construed and the provisions hereof
interpreted in accordance with the laws of the Commonwealth of Massachusetts.
(b) This Agreement shall be subject to the provisions of the
`33 Act, the Securities Exchange Act of 1934, the '40 Act and the rules and
regulations thereunder, including any exemptive relief therefrom and the orders
of the Securities and Exchange Commission setting forth such relief.
12. It is understood by the parties that this Agreement is not to be
deemed an exclusive arrangement.
13. The names "The Galaxy VIP Fund" and "Trustees of The Galaxy VIP
Fund" refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated May 27, 1992 which is hereby referred to and a copy
of which is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and the principal office of TRUST. The obligations of "The Galaxy
VIP Fund" entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders, or representatives of
TRUST personally, but bind only the property of TRUST, and all persons dealing
with any class of shares of TRUST must look solely to the property of TRUST
belonging to such class for the enforcement of any claims against TRUST.
Executed this 26th day of August, 1993.
THE GALAXY VIP FUND
Attest: /s/ __________________ By: /s/ _____________________________
Secretary President
AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION
Attest: /s/ Jacquelene Crader By: /s/ Gordon Boronow
(212) 408-6900
April 17, 1998
American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut 06484
Re: Post-effective Amendment No. 3 to Form N-4 filed by American Skandia
Life Assurance Corporation, Depositor, and American Skandia Life
Assurance Corporation Variable Account B (Class 3 Sub-Accounts),
Registrant
Registration No.: 33-88362
Investment Company No.: 811-8884
Our File No. 74877-00-101
Dear Mesdames and Messrs.:
You have requested us, as general counsel to American Skandia Life
Assurance Corporation ("American Skandia"), to furnish you with this opinion in
connection with the above-referenced registration statement by American Skandia,
as Depositor, and American Skandia Life Assurance Corporation Variable Account B
(Class 3 Sub-Accounts) ("American Skandia Variable Account B Class 3
Sub-Accounts) as Registrant, under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, Registration Statement No.
33-88362, Investment Company Act No. 811-8884, (the "Registration Statement") of
a certain Variable Annuity Contract (the "Contract") that will be issued by
American Skandia through American Skandia Variable Account B (Class 3
Sub-Accounts). We understand that the above registration is a combination
registration with Post-effective Amendment No. 3 on Form S-2 filed by American
Skandia Life Assurance Corporation, Registrant, Registration No.: 33-88360.
We have made such examination of the statutes and authorities,
corporate records of American Skandia, and other documents as in our judgment
are necessary to form a basis for opinions hereinafter expressed.
In our examinations, we have assumed to genuineness of all signatures
on, and authenticity of, and the conformity to original documents of all copies
submitted to us. As to various questions of fact material to our opinion, we
have relied upon statements and certificates of officers and representatives of
American Skandia and others.
Based upon the foregoing, we are of the opinion that:
1. American Skandia is a validly existing corporation under the laws of
the State of Connecticut.
American Skandia
Life Assurance Corporation
Page 2
2. American Skandia Variable Account B (Class 3 Sub-Accounts) is
validly existing as a separate account pursuant to the laws of
the State of Connecticut.
3. The form of the Contract has been duly authorized by American
Skandia, and has been or will be filed in states where it is
eligible for approval, and upon issuance in accordance with the
laws of such jurisdictions, and with the terms of the Prospectus
and the Statement of Additional Information included as part of
the Registration Statement, will be valid and binding upon
American Skandia.
We represent that the above-referenced Post-effective Amendment to the
Registration Statement does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485.
We hereby consent to the use of this opinion as an exhibit to the
above-referenced Registration Statement of American Skandia on Form N-4 under
the Securities Act of 1933, as amended, and the Investment Company Act of 1940,
as amended, and to the reference to our name under the heading "Legal Experts"
included in the Registration Statement.
Very truly yours,
WERNER & KENNEDY
/s/WERNER & KENNEDY
G:legal/Andrea/FinalN4consentsGALAXY3
Gal3
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the captions "Independent
Auditors" and "Selected Financial Data" and to the use of our report dated
February 20, 1998 relating to American Skandia Life Assurance Corporation
included in the Registration Statement (Form N-4 No. 33-88362) and related
Prospectus, which is part of this Registration Statement, and to the use of our
report dated February 20, 1998 relating to American Skandia Life Assurance
Corporation Variable Account B - Class 3 Galaxy appearing in the Statement of
Additional Information, which is also part of this Registration Statement.
We also consent to incorporation by reference herein of our report dated
February 20, 1998 with respect to the financial statements of American Skandia
Life Assurance Corporation for the year ended December 31, 1997 included in the
Annual Report (Form 10-K) for 1997 filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
Hartford, Connecticut
April 23, 1998
Galaxy III
Exhibit 10(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-effective Amendment No. 3 to Registration
Statement No. 33-88362 of American Skandia Life Assurance Corporation Variable
Account B (Class 3 Sub-Accounts) on Form N-4 of our report dated March 10, 1997,
included and incorporated by reference in the Annual Report on Form 10-K of
American Skandia Life Assurance Corporation for the year ended December 31,
1997, to the use of our report dated March 10, 1997 relating to American Skandia
Life Assurance Corporation appearing in the Prospectus, which is part of this
Registration Statement, and to the use of our report dated February 24, 1997
relating to American Skandia Life Assurance Corporation Variable Account B -
Class 3 appearing in the Statement of Additional Information, which is also part
of this Registration Statement. We also consent to the reference to us under the
headings "Independent Auditors" appearing in such Statement of Additional
Information and "Selected Financial Data" appearing in such Prospectus.
/s/ Deloitte & Touche LLP
New York, New York
April 23, 1998
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1
<CURRENCY> U.S Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 108,323,668
<DEBT-CARRYING-VALUE> 117,690,339
<DEBT-MARKET-VALUE> 117,735,481
<EQUITIES> 6,710,851
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 125,088,457
<CASH> 81,974,204
<RECOVER-REINSURE> 3,120,221
<DEFERRED-ACQUISITION> 628,051,995
<TOTAL-ASSETS> 12,972,416,108 <F1>
<POLICY-LOSSES> 67,619,442
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 213,000,000
0
0
<COMMON> 2,000,000
<OTHER-SE> 182,421,044
<TOTAL-LIABILITY-AND-EQUITY> 12,972,416,108 <F2>
920,042
<INVESTMENT-INCOME> 8,181,073
<INVESTMENT-GAINS> 87,103
<OTHER-INCOME> 148,826,076 <F3>
<BENEFITS> 4,596,607
<UNDERWRITING-AMORTIZATION> 52,524,520
<UNDERWRITING-OTHER> 37,972,432
<INCOME-PRETAX> 38,025,279
<INCOME-TAX> 10,477,746
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,547,533
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
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<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts
of $12,095,163.
<F2> Included in Total Liabilities and Equity are Liabilities Related to
Separate Accounts of $12,095,163,569.
<F3> Other income includes annuity charges and fees of $121,157,846 and
fee income of $27,587,231.
</FN>
</TABLE>
