Exhibit (h)(6)
AMENDMENT NO. 1 TO SALES AGREEMENT
Amendment No. 1 dated as of _________, 1998 to the Sales Agreement (the
"Agreement") dated as of August 26, 1993 by and between The Galaxy VIP Fund
("TRUST") and American Skandia Life Assurance Corporation ("SKANDIA").
WHEREAS, the Agreement currently provides in the recitals thereto that
SKANDIA has established separate accounts registered as unit investment trusts
under the Investment Company Act of 1940 ("`40 Act") to offer variable contracts
and may establish others and that SKANDIA 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;
WHEREAS, SKANDIA has advised TRUST that it has established separate
accounts exempt from registration under the `40 Act to offer group variable
contracts to certain employee benefit plans and that SKANDIA is desirous of
having TRUST serve as one of the funding vehicles for at least one such group
variable contract, and possibly others in the future; and
WHEREAS, the parties hereto wish to amend the Agreement to reflect that the
separate accounts established by SKANDIA will be registered as unit investment
trusts under the `40 Act or exempt from registration under the x00 Xxx.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. The fourth recital of the Agreement is hereby amended and restated in
its entirety to read as follows:
"WHEREAS, SKANDIA has established separate accounts registered as
unit investment trusts under the `40 Act or exempt from registration
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."
2. Section 5(b) of the Agreement is amended and restated in its entirety
to read as follows:
"(b) SKANDIA will make available to TRUST at least one complete
copy of all registration statements, prospectuses, statements of
additional information and other disclosure documents, reports,
solicitations for voting instruments, 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 or, if any of such documents are not required to
be filed with the Securities and Exchange Commission, then as soon as
is reasonably practicable after such documents become available."
3. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects as amended hereby.
THE GALAXY VIP FUND
By:
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Name:
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Title:
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AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION
By:
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Name:
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Title:
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