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EXHIBIT (3)(B)
VISTA CAPITAL ADVANTAGE
VARIABLE CONTRACT SELLING AGREEMENT
This Agreement, dated __________________, ________, is by and among Anchor
National Life Insurance Company ("Insurer"), Vista Broker-Dealer Services, Inc.
("Distributor") and
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("Broker/Dealer")
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("General Agent")
If permitted by state law, the Broker/Dealer and the General Agent may be the
same person or entity. If Broker/Dealer and General Agent are the same person
or legal entity, such person or legal entity shall have the rights and
obligations hereunder of both Broker/Dealer and General Agent and this Agreement
shall be binding and enforceable by and against such person or legal entity in
both capacities. If Broker/Dealer and General Agent are not the same person or
legal entity, Broker/Dealer and General Agent shall not have the other entity's
authority and shall not be responsible for the other entity's duties hereunder,
except as provided in Section 4 hereof.
This Agreement is for the purpose of arranging for the distribution of certain
variable annuity contracts to be issued by the Insurer and for which Distributor
is distributor through sales people who are licensed agents of the Insurer and
associated with General Agent and are also registered representatives of
Broker/Dealer (each, a "Subagent").
In consideration of the mutual promises and covenants contained in this
Agreement, the Insurer and Distributor appoint Broker/Dealer and General Agent
and their Subagents to solicit and procure applications for Vista Capital
Advantage variable annuity contracts issued by the Insurer (the "Contracts").
This appointment is not deemed to be exclusive in any manner and only extends to
those jurisdictions where the Contracts have been approved for sale. In this
regard, Broker/Dealer and General Agent may rely on written notification, as
revised from time to time, provided by Insurer. Applications shall be taken only
on preprinted application forms supplied by the Insurer or such other form as
may be approved by the Insurer. All completed applications, supporting
documents and initial and subsequent payments are the sole property of the
Insurer and must be promptly remitted, and in any event not later than two
business days after receipt, to the Insurer at such address as it may from time
to time designate. All applications are subject to acceptance by Insurer in its
sole discretion. All money payable in connection with any of the Contracts,
whether as premium, purchase payment or otherwise and whether paid by or on
behalf of any Contract owner or anyone else having an interest in a Contract, is
the property of Insurer and shall be transmitted immediately in accordance with
the administrative procedures of Insurer furnished by Insurer to Broker/Dealer
and General Agent.
1. Subagents
General Agent is authorized to recommend for appointment Subagents to solicit
sales of the Contracts. General Agent is responsible for investigating the
character, work experience and background of any proposed Subagent prior to
recommending appointment by Insurer. No Subagent shall solicit applications or
otherwise act on behalf of Insurer until General Agent receives notice that
Subagent has been properly appointed by Insurer. Broker/Dealer and General
Agent are responsible for ensuring that their Subagents (1) offer and sell only
the Contracts, and (2) unless agreed to with Insurer in writing in another
selling agreement, are not authorized to offer and sell any other variable
annuity contracts issued by Insurer. Insurer shall be responsible for state
insurance law filings required with respect to the initial
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appointment of General Agent and Subagents and shall pay all filing fees
required under such laws by reason of such appointment. General Agent is
responsible for supervising the insurance solicitation activities of its
Subagents and for assuring that Subagents are properly licensed and in
compliance with all applicable Federal, state and local laws and regulations
governing insurance activities and all rules and procedures of Insurer. 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, General Agent and Broker/Dealer warrant
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.
2. Sales Material
General Agent and Broker/Dealer and the Subagents shall not use any written or
audio-visual 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. In accordance with the requirements of
Federal law and certain state laws, General Agent and Broker/Dealer shall
maintain complete records indicating the manner and extent of distribution of
any such solicitation 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. General Agent
and Broker/Dealer jointly and severally hold the Insurer, Distributor and their
respective affiliates harmless from any liability arising from the use of any
material which has not been provided specifically approved in writing by Insurer
and Distributor.
3. Prospectuses
For any Contract which is a registered security, Broker/Dealer and General Agent
warrant that solicitation by Broker/Dealer, General Agent and every Subagent
will be made by use of a currently effective Prospectus, that a Prospectus 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. Insurer and Distributor shall
furnish Broker/Dealer and General Agent, at no cost to Broker/Dealer or General
Agent, reasonable quantities of currently effective Prospectuses.
4. Broker/Dealer and Insurance Agent Compliance
Broker/Dealer will fully comply with the requirements of the National
Association of Securities Dealers, Inc. (the "NASD") and of the Securities
Exchange Act of 1934 and such other applicable Federal or state laws and will
establish rules, procedures, supervisory and inspection techniques as necessary
to diligently supervise the activities of its registered representatives who are
Subagents and their compliance with applicable federal and state securities
laws, rules and regulations and NASD rules. Upon request by Insurer or
Distributor, Broker/Dealer will furnish appropriate records as are necessary to
establish diligent supervision. General Agent 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. If Broker/Dealer and General
Agent are not the same person or legal entity, Broker/Dealer and General Agent
shall comply with the terms and conditions of no-action letters made publicly
available by the staff of the SEC regarding 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.
Neither Broker/Dealer, General Agent 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 SEC and
the NASD, that such purchase is suitable for the applicant. While not
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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 and financial situation and needs.
Unless required by a determination of suitability, neither Broker/Dealer,
General Agent nor any Subagent shall encourage a purchaser of a Contract to
surrender or exchange his Contract in order to purchase another insurance policy
or contract.
Broker/Dealer and General Agent shall promptly notify Insurer and Distributor of
any written customer complaint or notice of any regulatory investigation or
proceeding received by Broker/Dealer, General Agent or Subagent relating to a
Contract or any activities undertaken in connection with this Agreement.
5. Indemnification
In addition to any indemnification obligation under any other provision of this
Agreement or otherwise, Broker/Dealer and General Agent jointly and severally
agree to hold harmless and indemnify Distributor, the Insurer and their
respective affiliates against any and all claims, liabilities and expenses which
any such party may incur from liabilities (including reasonable attorney fees
and related expenses) arising from the actions or omissions, violations of law
or failure to comply therewith, of Broker/Dealer, General Agent, their Subagents
and other associated persons.
6. Fidelity Bond
Broker/Dealer and General Agent each represent that all directors, officers,
employees, and Subagents licensed 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 and General Agent's expense. Such bond shall be
at least equivalent to the minimal coverage required under the NASD Rules of
Fair Practice, endorsed to extend coverage to life insurance and annuity
transactions. Broker/Dealer and General Agent acknowledge that the Insurer may
require evidence that such coverage is in force and Broker/Dealer and General
Agent shall promptly give notice to the Insurer of any notice of cancellation or
change of coverage.
Broker/Dealer and General Agent each assign 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 and
General Agent jointly and severally indemnify and hold harmless the Insurer from
any deficiency and from the cost of collection.
7. Limitations of Authority
The Contract forms are the sole property of the Insurer. No person other than
the Insurer has the authority to make, alter or discharge any policy, 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.
8. Market Timer Program
Insurer has available a Market Timer Program which allows a market-timer service
to effect multiple transfers or other transactions. Broker/Dealer or the
Subagents desire to use this program, they may do so only be executing a Market
Timer Agreement. This Agreement specifies that if the impact of processing
exchange transactions received from all outside sources is deemed to be
injurious to one of Insurer's separate accounts or a subaccount thereof, then
Insurer in its sole discretion may elect not to process the exchanges. Insurer
will notify the Service of the inability to process the requested exchange.
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9. Representations and Warranties
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 corporate power to carry on its business as now being
conducted and to perform its obligations as contemplated by this Agreement.
(ii) As of the date this Agreement becomes effective, (as defined in
Paragraph 10 below) it will have 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) It has all requisite corporate power and authority to enter into this
Agreement. The execution, delivery and performance of this Agreement have been
duly and validly authorized by all necessary corporate action 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.
(iv) Except as provided in this Agreement, no approval, authorization,
consent, license, clearance or order of, declaration or notification to, or
filing or registration with, any governmental or regulatory authority
(including, without limitation, any non-governmental regulatory agencies or
authorities) is required to be obtained by it for the consummation of the
transactions contemplated in this Agreement.
10. General Provisions
(a) Effectiveness
This Agreement shall be effective, with respect to any Contract which is a
registered security, on the date that the registration statement containing the
Prospectus for such Contract is declared effective.
(b) Waiver
Waiver by any of the parties to promptly insist upon strict compliance with any
of the obligations of any other party under this Agreement will not be deemed to
constitute a waiver of the right to enforce strict compliance.
(c) Independent Contractors
Broker/Dealer, General Agent and Subagents are independent contractors and not
employees or subsidiaries of Distributor or the Insurer.
(d) 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
the Distributor.
(e) 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.
(f) 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 effect the validity or legality of any other
provision of this Agreement.
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(g) Amendment
This Agreement may be amended by the Insurer and the Distributor in a writing
duly executed by the Insurer and the Distributor. The submission of an
application for the Contracts by Broker/Dealer or General Agent five or more
business day after notice of any such amendment has been sent to the other
parties shall constitute agreement to such amendment.
(h) Termination
This Agreement may be terminated by any party upon written notice to the other
parties and termination shall be effective immediately.
(i) California Law
This Agreement shall be construed in accordance with the laws of the State of
California.
11. RapidApp Program (Optional)
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 and General Agent will agree and will require each
subagent to agree to communication 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 and General Agent each further
agree 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 of Broker/Dealer or General Agent 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, in its sole discretion, 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 or General Agent on
demand, or in the absence of such demand, charged back to Broker/Dealer or
General Agent.
(c) Broker/Dealer and General Agent each agree that it will be solely
responsible for the transmission or failure of transmission of application
information to the Insurer. Broker/Dealer and General Agent each warrant that
all application information will be accurate and can be relied upon by the
Insurer.
(d) Broker/Dealer and General Agent each agree 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, General Agent's, or their Subagents'
application information. In the absence of a demand for payment, such amounts
shall be charged back to Broker/Dealer or General Agent.
(e) Broker/Dealer and General Agent each agree that their representatives
or 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 paragraph 11. Broker/Dealer and
General Agent acknowledge that agreeing to the provisions of this paragraph 11
does not require their Subagents to submit all applications to the Insurer
pursuant to the RapidApp Program.
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12. Commissions
Commissions payable under this Agreement shall be paid by Insurer. Broker/Dealer
and General Agent acknowledge and agree that they shall have no claim against
Distributor for commissions hereunder or Insurer's failure to pay commissions in
accordance with the terms and conditions of this Agreement. In no event shall
the Insurer or Distributor 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 registered prior to the commencement of such
solicitation.
If a Contract is returned to the Insurer pursuant to the "Free Look" 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 and General Agent
agree to promptly deliver Contracts and hold the Insurer and Distributor
harmless from and against any claim arising from market loss resulting from late
delivery by Broker/Dealer or General Agent to the owner of the Contract.
Further, with respect to any Contract that is rescinded by the Insurer, as
determined by the Insurer in its sole discretion or if the Insurer otherwise
determines that a commission has not been earned, 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.
Notwithstanding anything to the contrary below, the Insurer reserves the right
to determine in its sole discretion commissions different than those set forth
below with respect to any Contract, or group of Contracts which the Insurer in
its sole discretion deems to be a single case, which at the time of application
submission is purchased with an initial payment of greater than $500,000.
With respect to Contracts issued to persons age 80 or younger (at date of
issue), commission will be paid pursuant to one or more of the options set forth
below ("Commission Option"), as selected by Broker/Dealer or General Agent. If
more than one Commission Option is chosen, Broker/Dealer and General Agent agree
that their 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.
Broker/Dealer and General Agent may also allow specified Subagents to utilize a
Commission Option other than what is selected below by completing an Exception
Sheet for such Subagents and attaching it hereto. Broker/Dealer and General
Agent may from time to time amend an Exception Sheet by sending it to the
Insurer, which amendment will become effective upon the Insurer's receipt. If
more than one Commission Option is selected, Broker/Dealer or General Agent must
also specify a "default" Commission Option, the "default" Commission Option
shall be Option B.
Commission will be paid in the amount indicated as a percentage 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.
If a "trail" commission is indicated, the annual trail commission in the amount
shown will be payable in quarterly installments on each Contract that has been
in force for 15 months or more. At the end of each quarter, commencing with the
end of the 15th month following the issue date of the Contract, the Insurer will
determine the Contract value. The trail commission installment for each such
quarter will be the percentage shown of the Contract value as of the end of such
quarter. The trail commission for a quarter is not payable on any Contract that
has been surrendered, annuitized or under which a death benefit has been paid
during that quarter.
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Option A:
/ / Commission
-------------------- 5.50%
Signature
Trail
Option B: Commission Installment
Annual Quarterly
/ /
4.75% .20% .05%
--------------------
Signature
Trail
Option C: Commission Installment
Annual Quarterly
/ /
1.75% .75% .1875%
--------------------
Signature
Months Trail
Option D: Contract Installment
Commission In Force Annual Quarterly
/ /
2.00% 15-24 .50% .125%
27-38 .60% .15%
-------------------- 39-42 .70% .175%
Signature 51 & .80% .20%
thereafter
If more than one Commission Option has been selected, a "default" Commission
Option must be selected below: (choose one only; if none is specified, the
"default" option shall be Option B):
/ / Option A
--------------------
Signature
/ / Option B
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Signature
/ / Option C
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Signature
/ / Option D
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Signature
With respect to Contracts sold to persons age 81 and older (at date of issue),
commissions will be paid in the amount of 2.50% 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.
Broker/Dealer and General Agent shall be solely responsible for the payment of
any compensation to Subagents and any tax reporting applicable thereto.
Broker/Dealer and General Agent shall be solely responsible for any expenses
incurred by either of them or any Subagents in connection with carrying out
their duties and obligations under this Agreement or applicable law.
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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.
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By:
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Its: Senior Vice President
VISTA BROKER-DEALER SERVICES, INC.
By:
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Its:
Check here if your Subagents
will participate in RapidApp
/ / YES / / NO
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BROKER/DEALER NAME (Please Print)
By:
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Its:
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GENERAL AGENT NAME (Please Print)
By:
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Its:
