ANCHOR NATIONAL LIFE INSURANCE COMPANY
0 XxxXxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
Mailing Address:
P. X. Xxx 00000
Xxx Xxxxxxx, XX 00000-0000
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SELLING
AGREEMENT
SELLING AGREEMENT
This SELLING AGREEMENT ("Agreement"), dated _____________________, is by and
among ANCHOR NATIONAL LIFE INSURANCE COMPANY ("Insurer"), WM FUNDS DISTRIBUTOR,
INC. ("Distributor") and WM FINANCIAL SERVICES, INC., together with its duly
licensed insurance affiliates indicated on the attached Annex I (the
"Affiliates" and collectively, "Broker/Dealer").
Where permitted by state law, Broker/Dealer is acting as general agent hereunder
and shall be responsible for the duties of broker/dealer and general agent
hereunder. If state law does not permit Broker/Dealer to hold a corporate
insurance license, the appropriate duly licensed insurance affiliate identified
on Annex I shall act as general agent hereunder. Upon execution of Annex I, such
entity or entities agree to be bound by the terms hereof as if it were included
in the definition of Broker/Dealer.
1. APPOINTMENT. This Agreement is for the purpose of arranging for the
distribution of certain variable and fixed annuity contracts and any other life
insurance products identified on EXHIBIT 1 (the "Contracts"), issued by the
Insurer and, in the case of variable contracts, for which Distributor is
distributor, through sales people who are licensed agents of the Insurer for
insurance purposes, are associated with and registered representatives of
Broker/Dealer (each, a "Subagent"). In consideration of the mutual promises and
covenants contained in this Agreement, the Insurer and Distributor each appoint
Broker/Dealer and, as provided in SECTION 3, its Subagents, to solicit and
procure applications for the Contracts. This appointment is not deemed to be
exclusive in any manner and only extends to those jurisdictions with respect to
which the Insurer has notified Broker/Dealer that the Contracts have been
approved for sale and in which Insurer and Broker/Dealer are both licensed as
required by prevailing regulatory requirements.
2. REPRESENTATIONS AND WARRANTIES.
A. Each party hereto represents and warrants to each other party, as
follows:
(i) It is duly organized, validly existing and in good standing
under the laws of the state of its incorporation or other corresponding
applicable law and has all requisite power, corporate or otherwise to carry on
its business as now being conducted and to perform its obligations as
contemplated by this Agreement.
(ii) It has all licenses, approvals, permits and authorizations of,
and registrations with, all authorities and agencies, including non-governmental
self-regulatory agencies, required under all federal, state, and local laws and
regulations to enable it to perform its obligations as contemplated by this
Agreement.
(iii) The execution, delivery and performance of this Agreement have
been duly and validly authorized by all necessary corporate action, if
applicable, and this Agreement constitutes the legal, valid and binding
agreement of such party, enforceable against it in accordance with its terms,
except as the same may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and general principles of equity.
B. Broker/Dealer additionally represents and warrants as follows:
(i) It is registered as a broker and dealer under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD").
(ii) It will comply with all applicable laws, rules and regulations
of, as well as any and all directives and guidelines issued by any agency or
other regulatory body with authority over Broker/Dealer or over the premises on
which Broker/Dealer and its Subagents are soliciting the sale of Contracts.
(iii) It is duly licensed as a corporate insurance agent, or it has
identified on Annex I hereto its Affiliates which hold such licenses and are
permitted to do so under applicable laws.
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3. SUBAGENTS. Broker/Dealer is authorized to recommend Subagents for
appointment to solicit sales of the Contracts. Broker/Dealer is responsible for
investigating the character, work experience and background of any proposed
Subagent prior to recommending appointment by Insurer. No Subagent shall act on
behalf of Insurer until properly appointed by Insurer. To the extent that
EXHIBIT 1 does not include all annuity Contracts of Insurer which are registered
as securities under the Federal Securities laws, Broker/Dealer is responsible
for ensuring that its Subagents, unless otherwise agreed to with Insurer in
writing, do not offer to sell any other variable annuity contracts issued by
Insurer, other than the Contracts, unless a selling agreement with respect
thereto has been executed by the parties. Broker/Dealer is responsible for
supervising the activities of its Subagents and for ensuring that Subagents are
properly licensed and in compliance with all applicable federal, state and local
laws and regulations and all rules and procedures of Insurer. Broker/Dealer
shall notify Insurer promptly, in writing, of any giving or receiving of notice
of termination of any subagent. Insurer reserves the right to refuse to appoint
any proposed Subagent and to terminate any relationship with any Subagent, with
or without cause, at any time. By submitting a Subagent for appointment,
Broker/Dealer warrants that: (1) such Subagent is recommended for appointment;
(2) such Subagent is fully licensed under applicable laws to transact business
with Insurer and is a duly registered representative of Broker/Dealer; and (3)
all background investigations required by state and federal laws have been made
with respect to such Subagent.
4. SALES MATERIAL.
A. Broker/Dealer shall not use any written or audiovisual sales
material (including prepared scripts for oral presentations) in connection with
the sales of the Contracts or solicitations thereof, unless such material has
been provided by, or approved in writing in advance of such use by, the Insurer
and Distributor.
B. In accordance with the requirements of federal and certain state
laws, Broker/Dealer shall, to the extent required by such laws, maintain
complete records indicating the manner and extent of distribution of any such
sales material. This material shall be made available to appropriate federal and
state regulatory agencies as required by law or regulation and to Distributor
and Insurer upon written request.
5. PROSPECTUSES. For any Contract which is a registered security,
Broker/Dealer warrants that solicitation will be made by use of currently
effective prospectuses for the Contract and the underlying funds; and if
required by state law, the Statement of Additional Information for the Contract;
that the prospectuses will be delivered concurrently with each sales
presentation and that no statements shall be made to a client superseding or
controverting or otherwise inconsistent with any statement made in the
prospectus. The Insurer and Distributor shall furnish Broker/Dealer, at no cost
to such party, reasonable quantities of currently effective prospectuses.
6. CONDUCT OF BUSINESS.
A. Broker/Dealer will fully comply with the requirements of all
applicable laws, rules and regulations of regulatory authorities (including
self-regulatory organizations) having jurisdiction over the activities of
Broker/Dealer or over the activities contemplated by this Agreement to be
conducted by Broker/Dealer.
B. Neither Broker/Dealer nor any Subagent shall solicit an application
from, or recommend the purchase of a Contract to, an applicant without having
reasonable grounds to believe, in accordance with, among other things,
applicable regulations of any state insurance commission, the Securities and
Exchange Commission ("SEC") and the NASD, that such purchase is suitable for the
applicant. While not limited to the following, a determination of suitability
shall be based on information supplied after a reasonable inquiry concerning the
applicant's insurance and investment objectives, a review of existing insurance
contracts and, if applicable, the appropriateness of replacing such contract and
applicant's financial situation and needs.
C. Broker/Dealer has or will have established, prior to its
commencement of any solicitation of sales of Contracts pursuant to the terms of
this Agreement, such rules, procedures, supervisory and inspection techniques as
necessary to diligently supervise the activities of its Subagents pursuant to
this Agreement and to ensure compliance with the terms of this Agreement
necessary to establish diligent supervision. Broker/Dealer shall be responsible
for securities and insurance law training, supervision and
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control of its Subagents in connection with their solicitation activities with
respect to the Contracts and shall supervise compliance with applicable federal
and state securities laws, NASD requirements and state and federal insurance law
in connection with such solicitation activities. Broker/Dealer will observe, and
will comply with, all requirements of any bank on whose premises Broker/Dealer
engages in sales activities pursuant to this Agreement. Upon request by Insurer
or Distributor, Broker/Dealer will furnish appropriate records as are necessary
to establish diligent supervision.
D. Broker/Dealer will fully comply with the requirements of applicable
state insurance laws and regulations and will maintain all books and records and
file all reports required thereunder to be maintained or filed by a licensed
insurance agent. Broker/Dealer shall comply with the terms and conditions of any
letter issued by the Staff of the SEC with respect to the non-registration as a
broker-dealer under the 1934 Act of a corporation licensed as an insurance agent
and associated with a registered broker-dealer. Broker/Dealer shall notify
Distributor immediately in writing if Broker/Dealer fails to comply with any
such terms and conditions and shall take such measures as may be necessary to
comply with any such terms and conditions.
E. Broker/Dealer shall promptly notify Insurer and Distributor of any
written customer complaint or notice of any regulatory investigation or
proceeding received by Broker/Dealer or any Subagent relating to a Contract or
any activities undertaken in connection with this Agreement. Insurer and
Broker/Dealer shall each cooperate fully in any investigation or proceeding
including but not limited to any securities or insurance regulatory
investigation or proceeding or judicial proceeding arising in connection with
the Contracts.
F. Broker/Dealer shall pay all expenses incurred by it in the
performance of this Agreement unless otherwise specifically provided for in this
Agreement or in a writing signed by Insurer and Distributor. Initial state
appointment fees for Broker/Dealer and its Subagents will be paid by Insurer
unless otherwise agreed by Broker/Dealer. Renewal state appointment fees for
Broker/Dealer or any of its Subagents shall be paid by Insurer if, in Insurer's
sole discretion, its minimum production and activity requirements for the
payment of renewal appointment fees have been met by Broker/Dealer and its
Subagents. Insurer shall establish reasonable minimum production and activity
requirements for the payment of renewal state appointment fees, which may be
changed by Insurer in its sole discretion at any time upon notice to the
Distributor.
G. Applications shall be taken only on preprinted application forms
supplied by the Insurer. The Contract forms and applications are the sole
property of the Insurer. No person other than the Insurer has the authority to
make, alter or discharge any policy, Contract application, Contract certificate,
supplemental contract or form issued by the Insurer. No person other than the
Insurer has the right to waive any provision with respect to any Contract or
policy. No person other than the Insurer has the authority to enter into any
proceeding in a court of law or before a regulatory agency in the name of or on
behalf of the Insurer.
H. Broker/Dealer and Subagent shall accept premiums in the form of a
check or money order made payable to Insurer. Broker/Dealer shall ensure that
all checks and money orders and applications for the Contracts received by it or
any Subagent are remitted promptly to Insurer. In the event that any other
premiums are sent to a Subagent or Broker/Dealer rather than to Insurer, they
shall promptly remit such premiums to Insurer. Broker/Dealer acknowledges that
if any premium is held at any time by it, such premium shall be held on behalf
of Insurer, and Broker/Dealer shall segregate such premium from its own funds
and promptly remit such premium to Insurer. All such premiums, whether by check,
money order or wire, shall at all times be the property of Insurer.
I. Upon issuance of a Contract by Insurer and delivery of such Contract
to Broker/Dealer, Broker/Dealer shall promptly deliver such Contract to its
purchaser. For purposes of this provision, "promptly" shall be deemed to mean
not later than five calendar days, or such shorter period as is reasonable under
the circumstances. Broker/Dealer shall return promptly to Insurer all receipts
for delivered Contracts, all undelivered Contracts and all receipts for
cancellation, in accordance with the instructions from Insurer.
J. Unless required by a determination of suitability, during the term
of this Agreement and after termination hereof, Broker/Dealer covenants on
behalf of itself and any Subagent appointed hereunder, that they shall not
solicit, induce or attempt to solicit or induce Contract owners to terminate,
surrender, cancel, replace or exchange such Contract. Broker/Dealer acknowledges
and agrees that the
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provisions contained in this SECTION 6 may be enforced by an action for an
injunction, as well as or in addition to any action for damages.
K. Broker/Dealer shall have no authority to advertise for or on behalf
of the Distributor or the Insurer without prior written approval from the
Distributor and the Insurer.
7. COMMISSION PAYMENTS.
A. Broker/Dealer shall be entitled to receive a commission based upon
premiums received and accepted by the Insurer for Contracts issued pursuant to
this Agreement, based on the applicable rate of commission set forth in the
Commission Schedule attached hereto as EXHIBIT 1 which is incorporated herein by
reference. Broker/Dealer shall be solely responsible for the payment of any
commission or consideration of any kind to Subagents.
B. In no event shall the Insurer be liable for the payment of any
commissions with respect to any solicitation made, in whole or in part, by any
person not appropriately licensed and, if required, appointed by Insurer prior
to the commencement of such solicitation.
C. If a Contract is returned to the Insurer pursuant to the "Free Look"
provision or any other right to examine provision of the Contract, the full
commission paid by the Insurer will be unearned and shall be returned to the
Insurer upon demand or, in the absence of such demand, charged back to the
recipient of the commission. Broker/Dealer covenants and agrees to promptly
deliver Contracts and to hold the Insurer harmless from and against any claim
arising from market loss resulting from their breach of this covenant.
D. In no event shall Insurer incur obligations under this Agreement to
issue any Contracts or pay any commission in connection therewith if the
Contract owner is over the maximum issue age with respect to that product when
the Contract application was accepted. With respect to such Contracts, the full
commission paid by the Insurer will be unearned and shall be returned to the
Insurer upon demand or, in the absence of such demand, charged back to the
recipient of the commission.
E. With respect to any Contract that is rescinded, as determined by the
Insurer in its sole discretion (other than a rescission with respect to which a
surrender charge applies), or if the Insurer otherwise determines that a
commission has not been earned (but such determination may not contravene any
other provision of this Agreement), 100% of such unearned commission will be
returned to the Insurer upon demand or, in the absence of such demand, charged
back to the recipient of the commission.
F. Compensation for the sale of any Contract which is renewed, changed,
exchanged or otherwise converted from any other contract issued by the Insurer
shall be paid according to the Insurer's guidelines and practices.
G. With respect to any Contract, or group of Contracts which the
Insurer in its sole discretion deems to be a single case, and with respect to
which at the time of application submission the initial purchase payment is
greater than $1,000,000, the Insurer may establish an alternate commission for
such Contract or Contracts.
8. INDEMNIFICATION
A. Broker/Dealer shall indemnify, defend and hold harmless Insurer and
Distributor and each person who controls or is associated with Insurer or
Distributor within the meaning of the federal securities laws and any director,
officer, corporate agent, employee, attorney and any representative thereof,
from and against all losses, expenses, claims, damages and liabilities
(including any costs of investigation and legal expenses and any amounts paid in
settlement of any action, suit or proceeding of any claim asserted) which result
from, arise out of or are based upon:
(i) any breach by Broker/Dealer or its Affiliates of any
representation, warranty or other provision of this Agreement, including any
acts or omissions of Broker/Dealer, Affiliates, Subagents and other associated
persons; or
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(ii) any violation by Broker/Dealer, any Affiliate or any Subagent
of any federal or state securities law or regulation, insurance law or
regulation or any rule or requirement of the NASD;
(iii) the use by Broker/Dealer, any Affiliate or any Subagent of any
sales or promotional material which has not received specific written approval
of Insurer and Distributor as provided in Section 4 of this Agreement, any oral
or written misrepresentations or any unlawful sales practices concerning the
Contracts by Broker/Dealer, any Affiliate or any Subagent; or
(iv) Claims by Subagents or other agents or representatives of
Broker/Dealer for commissions or other compensation or remuneration of any type.
B. Insurer shall indemnify, defend and hold harmless Broker/Dealer and
each person who controls or is associated with Broker/Dealer within the meaning
of the federal securities laws and any director, officer, corporate agent,
employee, attorney and any representative thereof, from and against all losses,
expenses, claims, damages and liabilities (including any costs of investigation
and legal expenses and any amounts paid in settlement of any action, suit or
proceeding of any claim asserted) which result from, arise out of or are based
upon:
(i) any breach by Insurer of any representation, warranty or other
provision of this Agreement;
(ii) any violation by Insurer, any Affiliate or any Subagent of any
federal or state securities law or regulation, insurance law or regulation or
any rule or requirement of the NASD; or
(iii) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, Prospectus or Statement of
Additional Information or any other written sales material relating to the
Contracts prepared by the Insurer which is utilized by the Broker/Dealer in
connection with the sale of Contracts or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein (in the case of the Registration Statement, Prospectus and
Statement of Additional Information), or in the case of such other sales
material, necessary to make the statements therein not misleading in light of
the circumstances under which they were made, provided, however, that the
Insurer will not be liable in any such case to the extent that any such untrue
statement or alleged untrue statement or omission or alleged omission was made
in such Registration Statement, Prospectus or Statement of Additional
Information in conformity with information furnished to the Insurer specifically
for use therein.
C. The indemnification provided for herein shall survive termination of
this Agreement.
9. FIDELITY BOND. Broker/Dealer represents that all directors, officers,
employees, representatives and/or Subagents who are appointed pursuant to this
Agreement or who have access to funds of the Insurer are and will continue to be
covered by a blanket fidelity bond including coverage for larceny, embezzlement
or any other defalcation, issued by a reputable bonding company. This bond shall
be maintained at Broker/Dealer's expense. Such bond shall be at least equivalent
to the minimal coverage required under the NASD's Conduct Rules, endorsed to
extend coverage to life insurance and annuity transactions. Broker/Dealer
acknowledges that the Insurer may require evidence that such coverage is in
force and Broker/Dealer shall promptly give notice to the Insurer of any notice
of cancellation or change of coverage. Broker/Dealer assigns any proceeds
received from the fidelity bond company to the Insurer to the extent of the
Insurer's loss due to activities covered by the bond. If there is any
deficiency, Broker/Dealer will promptly pay the Insurer that amount on demand,
and Broker/Dealer shall indemnify and hold harmless the Insurer from any
deficiency and from the cost of collection.
10. MARKET TIMER PROGRAM. Insurer has available a Market Timer Program
which allows a market timer service to effect multiple transfers or other
transactions. Parties may use this program at the discretion of Insurer and upon
execution of a Market Timer Agreement. Among other provisions, the Market Timer
Agreement specifies that if the impact of processing exchange transactions
received from all outside sources is deemed to be injurious to one of the
separate accounts or a subaccount thereof, then Insurer in its sole discretion
may elect not to process the exchanges and that Insurer will notify the Market
Timer Service of the inability to process the requested exchange. Insurer
reserves the right to terminate participation in or the entire Market Timer
Program at any time and for any reason.
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11. RAPIDAPP PROGRAM. If applications are transmitted to the Insurer
pursuant to the Insurer's RapidApp Program, the following provisions shall apply
to such applications and Contracts issued pursuant to the RapidApp Program.
A. Broker/Dealer agrees to communicate with owners of the Contracts
issued through the RapidApp Program in order to obtain and deliver to the
Insurer the signed confirmation for the Contract. Broker/Dealer further agrees
to provide any assistance or cooperation required to enforce a Contract issued
under the RapidApp Program which shall include, but not be limited to, providing
the Insurer access to recordings of telephone conversations with customers
containing their consent to the purchase of Contracts, or providing statements
or affidavits from such Subagents as to the customer's consent to the making of
the Contract.
B. In the event the owner of a Contract repudiates or rescinds the
Contract and the Insurer, with the written consent of the Distributor, which
will not be unreasonably withheld, waives any surrender charges, the full
commission paid by the Insurer will be returned to the Insurer upon demand or,
in the absence of such demand, charged back to the recipient of the commission.
In addition, all amounts equal to any market loss arising from such rescission
or repudiation will be paid by Broker/Dealer on demand, or in the absence of
such demand, charged back to Broker/Dealer. If Distributor fails to provide its
consent as described above, Distributor agrees to indemnify Insurer from and
against any losses, expenses, claims, damages and liabilities (including any
costs of investigation and legal expenses and any amounts paid in settlement of
any action, suit or proceeding of any claim asserted) which result from, arise
out of or are based upon such action.
C. Broker/Dealer agrees that it will be solely responsible for the
transmission or failure of transmission of application information to the
Insurer. Broker/Dealer warrants that all application information will be
accurate and can be relied upon by the Insurer.
D. Broker/Dealer agrees to pay the Insurer all amounts equal to any
market loss resulting from the misallocation of the initial purchase payment
into the subaccounts, which misallocation was the result of Insurer relying on
Broker/Dealer's or their Subagents' application information. In the absence of a
demand for payment, such amounts shall be charged back to Broker/Dealer.
E. Broker/Dealer agrees that its Subagents who are resident and
licensed in those jurisdictions approved by the Insurer may submit applications
to the Insurer pursuant to the RapidApp Program and agree to the provisions of
this SECTION 11. Broker/Dealer acknowledges that agreeing to the provisions of
this SECTION 11 does not require its Subagents to submit all applications to the
Insurer pursuant to the RapidApp Program.
12. TERMINATION.
A. NORMAL TERMINATION. This Agreement shall continue for an indefinite
term, subject to the termination by either party upon written notice to the
other parties hereto, which shall be effective thirty (30) days following
receipt thereof. In addition, Insurer may terminate this Agreement without
notice if Broker/Dealer fails to satisfy the Insurer's production requirements,
as determined in the sole discretion of the Insurer.
B. AUTOMATIC TERMINATION FOR CAUSE. This Agreement shall automatically
terminate upon: (1) a material breach of this Agreement, including without
limitation the failure to comply with the laws or regulations of any state or
other governmental agency or body having jurisdiction over the sale of the
Contracts; and (2) the suspension, revocation or non-renewal of any then
required insurance or securities license of Broker/Dealer or any of its
Affiliates, or the deregistration of the Broker/Dealer or its termination of
membership with the NASD.
C. RIGHTS AND OBLIGATIONS. Upon termination of this Agreement, except
as otherwise provided herein, all authorizations, rights and obligations shall
cease. If this Agreement is terminated for cause as described above,
Broker/Dealer's right to receive compensation shall immediately terminate.
13. GENERAL PROVISIONS.
A. WAIVER. Waiver by any of the parties to promptly insist upon strict
compliance with any of
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the obligations of any other party under this Agreement will not be deemed to
constitute a waiver of the right to enforce strict compliance.
B. INDEPENDENT CONTRACTOR. Broker/Dealer is an independent contractor
and its Subagents who are appointed as insurance agents of Insurer are agents of
Broker/Dealer and not employees, agents or representatives of Insurer or
Distributor.
C. INDEPENDENT ASSIGNMENT. No assignment of this Agreement or of
commissions or other payments under this Agreement shall be valid without the
prior written consent of the Insurer and Distributor.
D. NOTICE. Any notice pursuant to this Agreement shall be mailed,
postage paid, to the last address communicated by the receiving party to the
other parties to this Agreement.
E. SEVERABILITY. To the extent this Agreement may be in conflict with
any applicable law or regulation, this Agreement shall be construed in a manner
not inconsistent with such law or regulation. The invalidity or illegality of
any provision of this Agreement shall not be deemed to affect the validity or
legality of any other provision of this Agreement.
F. AMENDMENT. No Amendment to this Agreement shall be effective unless
in writing and signed by all the parties hereto.
G WASHINGTON LAW. This Agreement shall be construed in accordance with
the laws of the State of Washington.
H. EFFECTIVENESS. This Agreement shall be effective as of the date set
forth above.
I. CONFIDENTIALITY. Each party shall maintain the confidentiality of
each other party's customer list or any other proprietary information that it
may acquire in the performance of this Agreement and shall not use such customer
list or information without the prior written consent of the other party.
J. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach hereof, shall be settled by arbitration in a forum
mutually agreed to by the Distributor and Insurer in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrators) may be entered in any court
having jurisdiction thereof.
K. AUDIT OF RECORDS. To the extent not otherwise provided herein, each
party hereto (the "Requesting Party") shall have the right, upon reasonable
notice to any other party hereto (the "Other Party"), during regular business
hours, to audit all the records and practices of the Other Party relating to the
business contemplated hereunder in order to determine whether such Other Party
is complying with the terms of this Agreement, including the payment of
commissions and fees. The Requesting Party shall have the right to copy any of
such records at its expense. At its option, such audit may be conducted by the
Requesting Party's own personnel or by a qualified independent auditor selected
by it. The Requesting Party shall make reasonable efforts to conduct each such
audit in a manner that avoids any material disruption of the Other Party's
business.
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IN WITNESS WHEREOF, this Agreement has been executed by duly authorized
representatives of the parties to this Agreement as of the date set forth above.
"INSURER":
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By:
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Xxxx Xxxxxx Xxxxx, Senior Vice President
"DISTRIBUTOR":
WM FUNDS DISTRIBUTOR, INC.
By:
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Printed Name & Title
"BROKER/DEALER":
WM FINANCIAL SERVICES, INC.
By:
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Printed Name & Title
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ANNEX I
This Annex I appends that certain Selling Agreement dated
_______________________ (the "Agreement") between Anchor National Life Insurance
Company, WM Funds Distributor, Inc. and WM Financial Services, Inc.
("Broker/Dealer"). Each of the undersigned is affiliated with Broker/Dealer and
represents that it holds the necessary corporate insurance license to act as
general agent in connection with the sale of Contracts, as defined in the
Agreement, in those states so identified next to its name. By executing this
Annex I each of the undersigned agrees to be bound by the terms and conditions
of the Agreement as if it were a party thereto.
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BANK RIDER
This rider is appended to that certain Selling Agreement date
____________________________between Anchor National Life Insurance Company
("Insurer"), WM Funds Distributor, Inc. ("Distributor") and WM Financial
Services, Inc., together with its duly licensed insurance affiliates indicated
on Annex I of the Selling Agreement ("Broker/Dealer"). This Rider is to be
executed by any Broker/Dealer which is selling, or intends to sell, Contracts on
the premises of any federal or state chartered bank, thrift or savings and loan
institution (collectively, "Bank"). Pursuant hereto, Broker/Dealer represents
and warrants that it will comply with the requirements of applicable laws,
regulations and guidelines of any regulatory authority having jurisdiction over
the activities of Bank or occurring on Bank premises, including without
limitation, the Interagency Statement on Retail Sales of Nondeposit Investment
Products (Board of Governors of the Federal Reserve System, Federal Deposit
Insurance Corporation, Office of the Comptroller of the Currency, and Office of
Thrift Supervision, February 14, 1994) and any subsequent release designed to
provide governance to banks in connection with the sale of nondeposit investment
products ("applicable banking laws"). Broker/Dealer agrees that it shall be
responsible for ensuring that applicable banking laws are complied with in
connection with the activities undertaken pursuant to the Selling Agreement,
including without limitation, ensuring that all advertisements and sales
literature used by Broker/Dealer comply with applicable banking laws.
Broker/Dealer further agrees that it shall inform the Insurer in writing of any
legends and other disclosures that are required by applicable banking laws to be
contained in advertisements or sales literature for policies issued by the
Insurer.
"BROKER/DEALER":
WM FINANCIAL SERVICES, INC.
By:
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Printed Name & Title
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EXHIBIT 1
Commission Schedule
This Commission Schedule is hereby incorporated in and made a part of the
Selling Agreement dated as of June ___, 2001 ("Agreement") by and between Anchor
National Life Insurance Company ("Insurer"), WM Funds Distributor, Inc. and WM
Financial Services, Inc., together with its duly licensed insurance affiliates
indicated on Annex I to the Agreement (collectively, "Broker/Dealer").
The following commission rates shall apply to Contracts issued by Insurer.
Commissions are paid in respect of the aggregate purchase payments received and
accepted by the Insurer with complete application information and documentation
as required by the Insurer or as a subsequent purchase payment under a Contract
after the Contract is in force. In addition, if an annual trail commission is
applicable, it will be payable in quarterly installments. The trail commission
installment for each calendar quarter will be calculated based on the Contract
Value as of the end of such quarter. Trail commissions are not payable on any
Contract that has been surrendered, annuitized or under which a death benefit
has been paid.
WM DIVERSIFIED STRATEGIES. With respect to WM Diversified Strategies Contracts
issued to persons age 80 or younger (at date of issue), commissions will be paid
pursuant to one or more of the options set forth below, as selected by
Broker/Dealer or General Agent. If more than one commission option is chosen,
Broker/Dealer agrees that Subagents may select from the specified commission
options at the time a Contract is sold, which selection may not be changed at a
later time. If more than one commission option is selected, Broker/Dealer must
also specify a "default" commission option, which will apply in the event the
Subagent does not select a commission option at the time of the sale of a
Contract. If Broker/Dealer does not specify a "default" commission option, the
"default" commission option shall be Option 2.
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Commission Rate as a Percentage Annual Trail Commission
of Purchase Payments
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For Contracts in force from 13 months or longer, 0.25%
6.00% annually, payable in .0625% quarterly installments
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Additionally, (i) a fee equal to 0.75% of new purchase payments credited to the
Contracts in excess of $1.5 billion prior to the end of the second anniversary
of the date on which Broker/Dealer begins to sell the Contracts (the "Launch
Date"), payable monthly for all such sales during the preceding month; and (ii)
beginning on the third anniversary of the Launch Date, an annual fee equal to
0.75% of new purchase payments credited to the Contracts in excess of $1 billion
during the preceding 12 month period, payable monthly for all such sales during
the preceding month.
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