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SUPPLEMENT DATED JULY 27, 1998 TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED MAY 1, 1998 FOR
CANADA LIFE OF AMERICA SERIES FUND, INC.
Effective July 27, 1998, the Statement of Additional Information dated May 1,
1998 for Canada Life of America Series Fund, Inc. is amended as set forth below.
The section of the Statement of Additional Information captioned "Directors and
Officers" in the Management of the Fund section is amended to include the
following:
DIRECTORS AND OFFICERS
The Directors and executive officers of the Fund and their principal occupations
for at least the last five years are set forth below. Unless otherwise noted
below, the address of each director and executive officer is 330 University
Avenue, Toronto, Canada, M5G 1R8.
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NAME, AGE AND POSITION(S) WITH THE
ADDRESS FUND PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
<S> <C> <C>
R.W. Morrison, *56 Director and Chairman Vice-President and Treasurer, Canada Life.
R.E. Beettam,* 40** Director and President Vice-President and Director, U.S. Division, Canada Life.
E.Y. Baker, 63 Director President, OHA Investment Management Limited; Senior
Vice-President, Finance, Ontario Hospital Association
Formerly Vice-President, Investments, Ontario Hospital
Association, Trustee Rogers Sugar Income Fund.
J.S. Clarke, 60 Director Associate Treasurer for Investments, Cornell University.
Formerly Senior Investment Officer, Cornell University.
D.H. Harris, 73 Director Formerly, Director, Chairman and CEO, The Equitable
Foundation; Executive Vice-President and Chief of Staff
and Director, The Equitable Life Assurance Society of the U.S.
D.V. Rough, 51 Treasurer Associate Treasurer, Investment Services, Canada Life.
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* Director who is an "interested person", as defined in the Investment Company
Act of 1940, as amended, because of the Director's affiliation with the
Company or the Adviser.
** The business address is 6201 Powers Ferry Road, N.W., Atlanta, Georgia 30339.
*** The business address is 6151 Powers Ferry Road, N.W., Suite 550, Atlanta,
Georgia 30339.
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The section of the Statement of Additional Information captioned "Investment
Adviser" in the Management of the Fund section is amended to include the
following:
INVESTMENT ADVISER
The Fund has entered into an Investment Advisory Agreement ("the Agreement")
with CL Capital Management, Inc. (the "Adviser"). The principal business address
of the Adviser is 6151 Powers Ferry Road, N.W., suite 550, Atlanta, Georgia
30339. The Adviser is a wholly-owned subsidiary of the Company, which is a
wholly-owned subsidiary of The Canada Life Assurance Company ("Canada Life").
The principal executive officers of the Adviser are:
NAME POSITION WITH ADVISER
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R.W. Morrison Chairman
H.A. Rachfalowski President
D.V. Rough Treasurer
Pursuant to the Agreement, the Fund has retained the Adviser to provide
management and investment advisory services to the Fund for the Money Market,
Bond, Value Equity and Managed Portfolios, and management services for the
Capital and International Equity Portfolios. As part of the investment advisory
services provided to the Fund, the Adviser directs the investment of the Fund's
assets, including the placing of orders for the purchase and sale of securities.
The Adviser also continuously furnishes an investment program for each portfolio
(except the Capital and International Equity Portfolio), and has responsibility
for making decisions to buy, sell or hold any particular security. The Adviser
obtains and evaluates such information and advice relating to the economy,
securities markets, and specific securities as it considers necessary or useful
to continuously manage the assets of the portfolios in a manner consistent with
their investment objectives, policies and restrictions. The Adviser considers
analysis from various sources, makes necessary investment decisions and effects
transactions accordingly. The Sub-Investment Adviser, J. & W. Seligman & Co.
Incorporated, provides investment advisory services for the Capital Portfolio
and the Sub-Investment Adviser, INDAGO Capital Management Inc., provides
investment advisory services for the Value Equity Portfolio, the International
Equity Portfolio and the equity portion of the Managed Portfolio. The Adviser
also determines the manner in which voting rights and any other rights
pertaining to the Fund's portfolio securities will be exercised. The Adviser
also performs certain management services for the Fund, including processing
shareholder orders, administering shareholder accounts, handling shareholder
relations, conducting relations with custodians, depositories, transfer agents,
dividend disbursing agents, accountants, attorneys, brokers and dealers,
insurers, and other persons. The Adviser is, at all times, subject to the
direction and supervision of the Board of Directors of the Fund.
The section of the Statement of Additional Information captioned "International
Equity Portfolio Sub-Adviser" in the Management of the Fund section is amended
to include the following:
VALUE EQUITY PORTFOLIO, MANAGED PORTFOLIO AND INTERNATIONAL EQUITY PORTFOLIO
SUB-ADVISER
INDAGO Capital Management Inc. ("INDAGO") is the Sub-Investment Adviser of the
Value Equity Portfolio, the International Equity Portfolio and the equity
portion of the Managed Portfolio. INDAGO's address is 130 Adelaide Street West,
Suite 3000, Toronto, Ontario, Canada, M5H 3P5. Pursuant to Sub-Advisory
Agreements between the Adviser and INDAGO, INDAGO provides investment advisory
services to the Value Equity Portfolio, the International Equity Portfolio and
the equity portion of the Managed Portfolio. These services include providing
investment research, advice and supervision, continuously furnishing an
investment program, and determining from time to time which securities shall be
purchased, sold, or exchanged. The advisory fee is deducted from net assets.
Effective July 15, 1997, INDAGO changed its name from Canada Life Investment
Management Limited to INDAGO Capital Management Inc. The name change was
executed in connection with the sale of fifty percent of INDAGO's outstanding
common stock to certain of its executive employees (the "Executive Employees").
INDAGO is jointly owned by the Executive Employees and The Canada Life Assurance
Company.
INDAGO was incorporated on February 24, 1997. It also serves as manager of
assets of The Canada Life Assurance Company (the aggregate assets of which were
approximately Canadian $5.5 billion at December 31, 1997) and provides
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investment management to individual and institutional accounts (having a
December 31,1997 value of approximately Canadian $1.1 billion). The principal
executive officers of INDAGO are: J.K.S. Fleming, President; and G.V. Kondrat,
CFA, Vice-President and Chief Investment Officer.
The section of the Statement of Additional Information captioned "Advisory Fee
and Expenses" in the Management of the Fund section is amended to include the
following:
ADVISORY FEE AND EXPENSES
The Fund pays the Adviser, as full compensation for all services and facilities
provided by the Adviser to the Fund and expenses of the Fund assumed by the
Adviser, a monthly fee computed for each portfolio on a daily basis, at an
annual rate of 0.50% of the net assets of each portfolio except the
International Equity Portfolio which has an annual rate of 0.80%. With respect
to the Capital and International Equity Portfolio, the Adviser in turn pays the
Sub-Advisers, as full compensation for investment advisory services to the
respective Portfolio, a monthly fee computed on a daily basis, at an annual rate
of 0.25% of the net assets of the Capital Portfolio, 0.25% of the net assets of
the Value Equity Portfolio, 0.25% of the net assets of the Managed Portfolio,
and 0.30% of the net assets of the International Equity Portfolio.
The following is to be included after the section of the Statement of Additional
Information captioned "International Equity Portfolio Sub-Advisory Agreement" in
the Management of the Fund section:
VALUE EQUITY PORTFOLIO SUB-ADVISORY AGREEMENT
The Value Equity Portfolio Sub-Advisory Agreement was approved by the Fund's
Board of Directors, including a majority of the directors who are not interested
persons of the Fund, the Adviser, or INDAGO on May 21, 1998. On July 27, 1998,
the Agreement was approved by an affirmative vote of a majority of outstanding
shares of the Value Equity Portfolio, with the Company voting Fund shares
attributable to policies participating in its registered separate accounts in
accordance with instructions received from policyowners, as required by law.
Unless terminated earlier, as described below, the Agreement will continue in
effect from year to year if approved annually by the Board of Directors of the
Fund including a majority of the Directors who are not parties to the Agreement
or interested persons, as defined by the Investment Company Act of 1940, as
amended, of any such parties or by a majority of the outstanding shares of the
Value Equity Portfolio. The Agreement is not assignable and may be terminated
at any time without penalty by the Board of Directors of the Fund or by vote of
a majority of the outstanding shares of the Value Equity Portfolio, or by the
Adviser or Value Equity Portfolio Sub-Investment Adviser on 60 days notice to
the other party. The Agreement may be terminated by the Fund for cause at any
time.
The services of the Value Equity Portfolio Sub-Investment Adviser to the Value
Equity Portfolio are not deemed to be exclusive, and they are free to render
services to others. Securities held by the Value Equity Portfolio may also be
held by separate investment accounts or other mutual funds for which the Value
Equity Portfolio Sub-Investment Adviser may act as an adviser or by the Value
Equity Portfolio Sub-Investment Adviser or its affiliates.
The Agreement provides that the Value Equity Portfolio Sub-Investment Adviser
shall not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Fund, and the performance of its duties under the Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
the Agreement.
MANAGED PORTFOLIO SUB-ADVISORY AGREEMENT
The Managed Portfolio Sub-Advisory Agreement was approved by the Fund's Board of
Directors, including a majority of the directors who are not interested persons
of the Fund, the Adviser, or INDAGO on May 21, 1998. On July 27, 1998, the
Agreement was approved by an affirmative vote of a majority of outstanding
shares of the Managed Portfolio, with the Company voting Fund shares
attributable to policies participating in its registered separate accounts in
accordance with instructions received from policyowners, as required by law.
Unless terminated earlier, as described below, the Agreement will continue in
effect from year to year if approved annually by the Board of Directors of the
Fund including a
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majority of the Directors who are not parties to the Agreement or interested
persons, as defined by the Investment Company Act of 1940, as amended, of any
such parties or by a majority of the outstanding shares of the Managed
Portfolio. The Agreement is not assignable and may be terminated at any time
without penalty by the Board of Directors of the Fund or by vote of a majority
of the outstanding shares of the Managed Portfolio, or by the Adviser or Managed
Portfolio Sub-Investment Adviser on 60 days notice to the other party. The
Agreement may be terminated by the Fund for cause at any time.
The services of the Managed Portfolio Sub-Investment Adviser to the Managed
Portfolio are not deemed to be exclusive, and they are free to render services
to others. Securities held by the Managed Portfolio may also be held by
separate investment accounts or other mutual funds for which the Managed
Portfolio Sub-Investment Adviser may act as an adviser or by the Managed
Portfolio Sub-Investment Adviser or its affiliates.
The Agreement provides that the Managed Portfolio Sub-Investment Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Fund, and the performance of its duties under the Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
the Agreement.
