<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A
INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CANADA LIFE OF AMERICA SERIES FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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<PAGE>
[LETTERHEAD OF CANADA LIFE INSURANCE COMPANY APPEAR HERE]
March 25, 1999
Dear Contract Owner:
As Owner of a variable annuity contract ("Contract") issued by Canada Life
Insurance Company of New York ("CLNY"), you have the right to instruct CLNY how
to vote certain shares of International Equity Portfolio, Value Equity Portfolio
and/or Managed Portfolio of Canada Life of America Series Fund, Inc. (the
"Company") at the April 15, 1999 special meeting of shareholders of Value Equity
and Managed Portfolios, and any adjournments thereof (the "Meeting"). To assist
you in giving this instruction, enclosed are the following:
(1) A Notice of the Meeting;
(2) Voting Instruction Form; and
(3) A Proxy Statement to Shareholders.
Please read the enclosed Notice of the Meeting and the Proxy Statement for
details regarding the purposes of the Meeting.
The purposes of the Meeting are to vote on the approval of proposed subadvisory
agreements between CL Capital Management, Inc. ("CLCM") and LAKETON Investment
Management, Inc. ("LAKETON") for the Company's Value Equity Portfolio,
International Equity Portfolio and the equity portion of Managed Portfolio, the
material terms of which are substantially similar to those of the current
advisory agreement for each Portfolio, except that LAKETON will act subject to
the supervision of CLCM, and CLCM will be solely responsible for payment to
LAKETON of the subadvisory fees payable for each Portfolio. Accordingly,
approval of the proposed subadvisory agreements will not result in an increase
of the total operating expenses of either Portfolio. In addition, another
purpose will be to transact such other business as may properly come before the
Meeting. See the Proxy Statement for Details.
Canada Life of New York Variable Annuity Account 2 is one of three shareholders
of the Company. Although you are not directly a shareholder of either
Portfolio, some or all of your Contract value is invested, as provided by your
Contract, into one or all of the Portfolios. Accordingly, you have the right to
instruct CLNY how to vote the shares of International Equity, Value Equity
and/or Managed Portfolio that are attributable to your Contract.
To be given effect at the Meeting, we must receive your properly executed Voting
Instruction Form(s) at P.O. Box 105087, Atlanta, Georgia 30348, no later than
April 13, 1999.
IF WE SO RECEIVE YOUR FORM AND NO CHOICE AS TO THIS PROPOSAL IS SPECIFIED IN IT,
WE WILL VOTE SUCH SHARES "FOR" SUCH PROPOSAL.
Canada Life Insurance Company of New York Home Office
<PAGE>
If we do not receive timely voting instructions, we will vote the shares of each
Portfolio in the same proportion as to those shares attributable to
International Equity, Value Equity or Managed Portfolio for which we have
received timely instructions. We will vote shares held in our general account
in the same proportion as the instructions received from Contract Owners and
annuity account owners. We will also vote shares of International Equity, Value
Equity or Managed Portfolio in our best judgment on any other matters which come
before the Meeting.
The number of Portfolio shares for which an owner of a Contract or a variable
account may give instructions is determined as follows. For each owner the
number of votes in International Equity, Value Equity or Managed Portfolio will
be determined by dividing the amount of the Contract's or annuity account's
value attributable to the Portfolio as of the record date by the value of one
share of such Portfolio. Fractional shares will be counted.
Please complete and promptly return the Voting Instruction Form using the
instructions provided on it. Your instructions are very important, and we
appreciate your return of the Form as soon as possible.
Thank you for your prompt cooperation.
Very truly yours,
Ron Beettam
President
Canada Life Insurance Company of New York
<PAGE>
[LETTERHEAD OF CANADA LIFE APPEAR HERE]
March 25, 1999
Dear Contract Owner:
As Owner of a variable annuity contract ("Contract") issued by Canada Life
Insurance Company of America ("CLICA"), you have the right to instruct CLICA how
to vote certain shares of Value Equity, International Equity and/or Managed
Portfolio of Canada Life of America Series Fund, Inc. (the "Company") at the
April 15, 1999 special meeting of shareholders of Value Equity, International
Equity and Managed Portfolios, and any adjournments thereof (the "Meeting"). To
assist you in giving this instruction, enclosed are the following:
(1) A Notice of the Meeting;
(2) Voting Instruction Form; and
(3) A Proxy Statement to Shareholders.
Please read the enclosed Notice of the Meeting and the Proxy Statement for
details regarding the purposes of the Meeting.
The purposes of the Meeting are to vote on the approval of proposed subadvisory
agreements between CL Capital Management, Inc. ("CLCM") and LAKETON Investment
Management, Inc. ("LAKETON") with respect to the Company's Value Equity
Portfolio or the equity portion of Managed Portfolio, the material terms of
which are substantially similar to those of the current advisory agreement for
each Portfolio, except that LAKETON will act subject to the supervision of CLCM,
and CLCM will be solely responsible for payment to LAKETON of the subadvisory
fees payable for each Portfolio. Accordingly, approval of the proposed
subadvisory agreements will not result in an increase of the total operating
expenses of either Portfolio. In addition, another purpose will be to transact
such other business as may properly come before the Meeting. See the Proxy
Statement for Details.
Canada Life of America Variable Annuity Account 2 is one of three shareholders
of the Company. Although you are not directly a shareholder of either
Portfolio, some or all of your Contract value is invested, as provided by your
Contract, into one or both of the Portfolios. Accordingly, you have the right
to instruct CLICA how to vote the shares of International Equity, Value Equity
and/or Managed Portfolio that are attributable to your Contract.
To be given effect at the Meeting, we must receive your properly executed Voting
Instruction Form(s) at P.O. Box 105087, Atlanta, Georgia 30348, no later than
April 13, 1999.
IF WE SO RECEIVE YOUR FORM AND NO CHOICE AS TO THIS PROPOSAL IS SPECIFIED IN IT,
WE WILL VOTE SUCH SHARES "FOR" SUCH PROPOSAL.
6201 Powers Ferry Road, NW . Atlanta, GA 30339
<PAGE>
If we do not receive timely voting instructions, we will vote the shares of each
Portfolio in the same proportion as to those shares attributable to Value
Equity, International Equity or Managed Portfolio for which we have received
timely instructions. We will vote shares held in our general account in the
same proportion as the instructions received from Contract Owners and annuity
account owners. We will also vote shares of Value Equity, Internatioanl Equity
or Managed Portfolio in our best judgment on any other matters which come before
the Meeting.
The number of Portfolio shares for which an owner of a Contract or annuity
account may give instructions is determined as follows. For each owner the
number of votes in Value Equity, International Equity or Managed Portfolio will
be determined by dividing the amount of the Contract's or annuity account's
value attributable to the Portfolio as of the record date by the value of one
share of such Portfolio. Fractional shares will be counted.
Please complete and promptly return the Voting Instruction Form using the
instructions provided on it. Your instructions are very important, and we
appreciate your return of the Form as soon as possible.
Thank you for your prompt cooperation.
Very truly yours,
Ron Beettam
President
Canada Life Insurance Company of America
<PAGE>
[LETTERHEAD OF CANADA LIFE APPEAR HERE]
March 25, 1999
Dear Contract Owner:
As trustee of an employer-sponsored 401(k) plan holding a group annuity account
("Annuity Account") issued by Canada Life Insurance Company of America
("CLICA"), you have the right to instruct CLICA how to vote certain shares of
Value Equity, International Equity and/or Managed Portfolio of Canada Life of
America Series Fund, Inc. (the "Company") at the April 15, 1999 special meeting
of shareholders of Value Equity, International Equity and Managed Portfolios,
and any adjournments thereof (the "Meeting"). To assist you in giving this
instruction, enclosed are the following
(1) A Notice of the Meeting;
(2) Voting Instruction Form; and
(3) A Proxy Statement to Shareholders.
Please read the enclosed Notice of the Meeting and the Proxy Statement for
details regarding the purposes of the Meeting.
The purposes of the Meeting are to vote on the approval of proposed subadvisory
agreements between CL Capital Management, Inc. ("CLCM") and LAKETON Investment
Management, Inc. ("LAKETON") with respect to the Company's Value Equity
Portfolio, International Equity Portfolio or the equity portion of Managed
Portfolio, the material terms of which are substantially similar to those of the
current advisory agreement for each Portfolio, except that LAKETON will act
subject to the supervision of CLCM, and CLCM will be solely responsible for
payment to LAKETON of the subadvisory fees payable for each Portfolio.
Accordingly, approval of the proposed subadvisory agreements will not result in
an increase of the total operating expenses of either Portfolio. In addition,
another purpose will be to transact such other business as may properly come
before the Meeting. See the Proxy Statement for Details.
Canada Life of America Annuity Account 2 is one of three shareholders of the
Company. Although you are not directly a shareholder of either Portfolio, some
or all of your Account value is invested into one or all of the Portfolios.
Accordingly, you have the right to instruct CLICA how to vote the shares of
Value Equity, International Equity, and/or Managed Portfolio that are
attributable to your Account.
To be given effect at the Meeting, we must receive your properly executed Voting
Instruction Form(s) at P.O. Box 105087, Atlanta, Georgia 30348, no later than
April 13, 1999.
IF WE SO RECEIVE YOUR FORM AND NO CHOICE AS TO THIS PROPOSAL IS SPECIFIED IN IT,
WE WILL VOTE SUCH SHARES "FOR" SUCH PROPOSAL.
6201 Powers Ferry Road, NW . Atlanta, Ga 30339
<PAGE>
If we do not receive timely voting instructions, we will vote the shares of each
Portfolio in the same proportion as to those shares attributable to Value
Equity, International Equity or Managed Portfolio for which we have received
timely instructions. We will vote shares held in our general account in the
same proportion as the instructions received from the owners of Variable
Accounts and annuity contracts. We will also vote shares of Value Equity,
International Equity or Managed Portfolio in our best judgment on any other
matters which come before the Meeting.
The number of Portfolio shares for which an owner of an Account or variable
annuity contract may give instructions is determined as follows. For each owner
the number of votes in Value Equity, International Equity or Managed Portfolio
will be determined by dividing the amount of the Annuity Account's or variable
annuity contract's value attributable to the Portfolio as of the record date by
the value of one share of such Portfolio. Fractional shares will be counted.
Please complete and promptly return the Voting Instruction Form using the
instructions provided on it. Your instructions are very important, and we
appreciate your return of the Form as soon as possible.
Thank you for your prompt cooperation.
Very truly yours,
Ron Beettam
President
Canada Life Insurance Company of America
<PAGE>
CANADA LIFE OF AMERICA SERIES FUND, INC.
VALUE EQUITY, INTERNATIONAL EQUITY AND MANAGED PORTFOLIOS
330 University Avenue
Toronto, Canada M5G IR8
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
March 25, 1999
TO THE SHAREHOLDERS:
A special meeting of the shareholders of Value Equity, International Equity
and Managed Portfolios of the Canada Life of America Series Fund, Inc. (the
"Company"), will be held at 10:00 a.m. on Thursday, April 15, 1999, and any
adjournments thereof (the "Meeting"), at 6201 Powers Ferry Road, N.W., Suite
600, Atlanta, Georgia 30339, for the following purposes:
(1) To approve subadvisory agreements between CL Capital Management, Inc.
("CLCM") and LAKETON Investment Management, Inc. ("LAKETON") with respect
to Value Equity Portfolio, International Equity Portfolio and the equity
portion of Managed Portfolio, the material terms of which are substantially
similar to those of the current advisory agreement for each Portfolio,
except that LAKETON will act subject to the supervision of CLCM, and CLCM
will be solely responsible for payment to LAKETON of the subadvisory fees
payable for each Portfolio; and
(2) To transact such other business as may properly come before the meeting or
any adjournment thereof, including any adjournment(s) necessary to obtain
requisite approvals.
Canada Life Insurance Company of America ("CLICA") and Canada Life Insurance
Company of New York ("CLNY") are shareholders of each Portfolio. However, CLICA
and CLNY hereby solicit and agree to vote the shares of Value Equity,
International Equity and Managed Portfolios at this Meeting in accordance with
the timely instructions received from owners of variable annuity contracts
("Contracts") funded through Canada Life of America Variable Annuity Account 1
and Canada Life of New York Variable Annuity Account 1, and from trustees of
employer-sponsored 401(k) plans holding group annuity accounts ("Accounts")
funded through Canada Life of America Annuity Account 2, each of which invests
in shares of Value Equity, International Equity and/or Managed Portfolios.
As a Contract Owner of record, or as trustee of an employer-sponsored 401(k)
plan that is an Account Owner, as of the close of business on March 1, 1999, you
have the right to instruct CLICA or CLNY as to the manner in which shares of
Value Equity and/or Managed Portfolio attributable to your Contract or Account
should be voted. To assist you in giving your instructions, a Voting
Instruction Form is enclosed that reflects the number of shares of Value Equity,
International Equity and/or Managed Portfolio for which you are entitled to give
voting instructions. In addition, a Proxy Statement is attached to this Notice
and describes the matters to be acted upon at the Meeting.
<PAGE>
YOUR INSTRUCTIONS ARE IMPORTANT. Please read the attached Proxy Statement and
complete the enclosed Voting Instruction Form and return it promptly in the
enclosed postpaid return envelope.
By Order of the Board of Directors
Charles H. MacPhaul, Assistant Secretary
March 25, 1999 Canada Life of America Series Fund, Inc.
<PAGE>
CANADA LIFE OF AMERICA SERIES FUND, INC.
VALUE EQUITY, INTERNATIONAL EQUITY AND MANAGED PORTFOLIOS
PRINCIPAL EXECUTIVE OFFICE MAILING ADDRESS
330 University Avenue P.O. Box 105087
Toronto, Canada M5G IR8 Atlanta, Georgia 30348
March 25, 1999
PROXY STATEMENT TO PERSONS ENTITLED
TO GIVE VOTING INSTRUCTIONS
IN CONNECTION WITH
CANADA LIFE OF AMERICA VARIABLE ANNUITY ACCOUNT 1,
CANADA LIFE OF AMERICA ANNUITY ACCOUNT 2,
AND
CANADA LIFE OF NEW YORK VARIABLE ANNUITY ACCOUNT 1
Soliciting Instructions for the Voting of
Shares of Value Equity, International Equity and Managed Portfolios
of Canada Life of America Series Fund, Inc.
at the Special Meeting of Shareholders to be held
on April 15, 1999
This Proxy Statement is first being furnished on March 25, 1999 in connection
with a solicitation by Canada Life Insurance Company of America ("CLICA"),
Canada Life Insurance Company of New York ("CLNY"), and Canada Life of America
Series Fund, Inc. (the "Company") of voting instructions from owners of variable
annuity contracts (the "Contracts") and trustees of employer-sponsored 401(k)
plan owning annuity accounts (the "Plan Accounts") entitled to give such
instructions for use at the special meeting of shareholders of the Company's
Value Equity, International Equity and Managed Portfolios (each, a "Portfolio"),
to be held at 10:00 a.m. on Thursday, April 15, 1999, and any adjournment
thereof (the "Meeting"), at 6201 Powers Ferry Road, N.W., Suite 600, Atlanta,
Georgia 30339, for the purposes set forth below and in the accompanying Notice
of the Meeting. At the Meeting, shareholders of each Portfolio will be asked:
(1) To approve a sub-investment advisory agreement between CL Capital
Management, Inc. ("CLCM") and Laketon Investment Management Ltd. with
respect to the Company's Value Equity, International Equity and Managed
Portfolios, the material terms of which are substantially similar to those
of the current sub-investment advisory agreement for each Portfolio, except
that Laketon Investment Management Ltd. will act subject to the supervision
of CLCM, and CLCM will be solely responsible for payment to Laketon
Investment Management Ltd. of the sub-investment advisory fees payable for
each Portfolio; and
(2) To transact such other business as may properly come before the
Meeting, including any adjournment(s) necessary to obtain requisite
approvals.
CLICA is a stock life insurance company with assets as of December 31, 1998 of
approximately $2.7 billion. It was incorporated under Michigan law on April 12,
1988 and is principally engaged in issuing and reinsuring annuity policies.
CLICA is admitted in all states (except Vermont and New York) and the District
of Columbia. (CLNY is licensed in the State of New York.) CLICA is a wholly
owned subsidiary of The Canada Life Assurance Company, a Canadian life insurance
company
<PAGE>
headquartered at 330 University Avenue, Toronto, Ontario, Canada, M5G 1R8, with
a U.S. home office in Atlanta, Georgia. The Canada Life Assurance Company
commenced insurance operations in 1847 and has been actively operating in the
United States since 1889 with consolidated assets as of December 31, 1998 of
approximately $29.4 billion.
CLNY is a stock life insurance company with assets as of December 31, 1998 of
approximately $288 million. It was incorporated under New York law on June 7,
1971 and is principally engaged in issuing annuity and life insurance policies
in the State of New York. CLNY is a wholly owned subsidiary of The Canada Life
Assurance Company.
CLCM, which is located at 6151 Powers Ferry Road, N.W., Atlanta, Georgia 30339,
has served as investment adviser to the Company since May 1, 1995.
CLICA's Board of Directors established Canada Life of America Variable Annuity
Account 1 ("Variable Account 1") as a separate investment account of CLICA on
July 22, 1988 and Canada Life of America Annuity Account 2 ("Annuity Account 2")
as an unregistered separate account of CLICA on September 14, 1992. CLNY's
Board of Directors established Canada Life of New York Variable Annuity Account
1 ("New York Variable Account") as a separate investment account of CLNY on
September 13, 1989. Variable Account 1, Annuity Account 2 and New York Variable
Account are referred to, collectively, as the "Accounts." Variable Account 1
and New York Variable Account are registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940, as
amended (the "Act") as unit investment trusts.
Contract owners may allocate net premiums and policy value among the sub-
accounts of their particular Account, including Value Equity Sub-Account ,
International Equity Sub-Account and Managed Sub-Account (each, a "Sub-
Account"). The assets of each Sub-Account are, in turn, invested in shares of
the corresponding Portfolio of the Company. Each Portfolio represents a
separate investment portfolio of the Company, which is a Maryland corporation
organized on February 23, 1989. The Company is registered with the Commission
as an open-end, management investment company under the Act. The Company does
not have a principal underwriter. For purposes of this Proxy Statement, a
Contract or Account owner who allocates premiums or policy value to Value Equity
Sub-Account will be eligible to give voting instructions with regard to the
interests in Value Equity Portfolio. A Contract or Account owner who allocates
premiums or policy value to Managed Sub-Account will be eligible to give voting
instructions with regard to the interests in Managed Portfolio. A Contract or
Account owner who allocates premiums or policy value to International Equity
Sub-Account will be eligible to give voting instructions with regard to the
interests in International Equity Portfolio.
Shareholders of each Portfolio will vote on the proposals at the Meeting to be
held on April 15, 1999. CLICA and/or CLNY will bear the expense of the
solicitation of voting instructions for the Meeting, including the cost of
preparing, printing and mailing this Proxy Statement and the accompanying Notice
of the Meeting and Voting Instruction Form.
2
<PAGE>
RECORD DATE; VOTING RIGHTS; OUTSTANDING SHARES
Contract and Plan Account owners of record as of the close of business on March
1, 1999 will be entitled to be present and give voting instructions at the
Meeting. As of that date, there were 1,220,852.1840 shares of Value Equity
Portfolio, 534,219.1790 shares of International Equity Portfolio and
1,180,519.6190 shares of Managed Portfolio outstanding. The following table
identifies the shareholders of each Portfolio:
<TABLE>
<CAPTION>
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Value Equity Managed Portfolio International Equity
Portfolio Portfolio
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Shareholder Number of Shares Number of Shares Number of Shares
Shares (%) Shares (%) Shares (%)
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<S> <C> <C> <C> <C> <C> <C>
Canada Life of America 441,179.1180 36.2% 731,759.0360 62.0% 172,832.7800 32.4%
Variable Annuity
Account 1
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Canada Life of 531,202.6660 43.5% 131,432.4400 11.1% 174,615.8530 32.7%
America Annuity
Account 2
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Canada Life of 7,671.9320 0.6% 17,357.9820 1.5% 12,450.5530 2.3%
New York Variable
Annuity
Account 1
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The Canada Life 240,798.4680 19.7% 299,970.1610 25.4% 174,319.9930 32.6%
Assurance Company and
its affiliates
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</TABLE>
According to an undertaking made in the Variable Account 1, Annuity Account 2,
and New York Variable Account prospectuses, CLICA and CLNY will vote shares of
each Portfolio based on timely voting instructions received from Contract and
Plan Account owners. To be timely and given effect, properly executed Voting
Instruction Forms must be forwarded to and received by CLICA or CLNY at P.O. Box
105087, Atlanta, Georgia 30348, Attn. Charles H. MacPhaul, Assistant Secretary,
not later than 5:00 p.m., Eastern time, on April 13, 1999. If no choice is
specified for the proposal to be voted upon at the Meeting, the timely return of
the Voting Instruction Forms shall be deemed to be an instruction to vote such
shares in favor of such proposal. Accordingly, such shares will be voted by
CLICA or CLNY in favor of the Sub-Investment Advisory Agreement between CLCM and
Laketon Investment Management Ltd.
You may revoke your Voting Instruction Form at any time prior to its being
voted, by notifying the President or Secretary of the Company, at its Executive
Offices, in writing.
CLICA and CLNY will vote the shares of a Portfolio for which timely voting
instructions are not received in the same proportion as those shares
attributable to that Portfolio for which timely instructions are received.
CLICA and CLNY will vote the shares held in their general accounts in the same
proportion as those shares attributable to that Portfolio for which timely
instructions are received. CLICA, The Canada Life Assurance Company or their
affiliates will vote Portfolio shares held in their unregistered separate
accounts in their discretion. Portfolio shares will also be voted in the best
judgment of CLICA and CLNY on any other matters which come before the meeting.
3
<PAGE>
The number of Portfolio shares in the Sub-Account for which an owner may give
instruction is determined by dividing any portion of the Contract's or Plan
Account's value derived from participation in that Sub-Account by the value of
one share in the Value Equity, International Equity or Managed Portfolio
determined as of the record date. Each share of a Portfolio is entitled to one
vote. Fractional votes will be counted.
VOTE REQUIRED
Approval of each sub-investment advisory agreement requires the affirmative vote
of "a majority of the outstanding voting securities" of Value Equity,
International Equity or Managed Portfolio, as the case may be, as that term is
defined under the Act. Under the Act, the vote of "a majority" means the
affirmative vote of the holders of the lesser of: (1) 67% or more of the shares
of the Portfolio present in person or by proxy at the Meeting if the holders of
more than 50% of the outstanding shares are so present or so represented, or (2)
more than 50% of such outstanding shares.
BACKGROUND
Laketon Investment Management Ltd. ("Laketon") is owned 35% by The Canada Life
Assurance Company, located at 330 University Avenue, Toronto, Canada M5G 1R8,
and 65% by certain employees of Laketon Investment Management Ltd. through an
employee-owned holding company. Laketon is located at 130 Adelaide Street West,
Suite 3000, Toronto, Ontario, Canada, M5H 3P5. Laketon does not have any
additional shareholders, nor are there any other persons with a material direct
interest in Laketon. Laketon provides investment advisory services to CLICA and
The Canada Life Assurance Company in connection with the insurers' institutional
and qualified retirement plan business.
Upon approval by a Portfolio's shareholders, Laketon would provide sub-
investment advisory services to Value Equity Portfolio, International Equity
Portfolio and to the equity portion of Managed Portfolio, in each case under a
written sub-investment advisory agreement approved at the February 24, 1999
meeting of the Company's Board of Directors. Each sub-investment advisory
agreement was voted upon and approved by the Company's directors, including a
majority of the directors who are not interested persons of either CLCM or
Laketon (as defined under the Act), at that Board meeting. Section 15(a) of the
Act prohibits any person from serving as an investment adviser or sub-investment
adviser to a registered investment company except under a written contract that
has been approved by the shareholders of the registered investment company.
Accordingly, for Laketon to provide sub-investment advisory services to the
Value Equity, International Equity and Managed Portfolio, Contract and Plan
Account owners must approve the sub-investment advisory agreement between CLCM
and Laketon.
The form of Managed Portfolio's proposed sub-investment advisory agreements is
attached as an Exhibit. The other two agreements differ only as to the name of
the Portfolio and the portion of the assets for which Laketon will serve as
subadviser and be compensated therefor. Contract and Plan Account owners should
read the proposed agreement carefully. Under the proposed sub-investment
advisory agreements, CLCM is responsible for the monthly payment of sub-
investment advisory fees to Laketon at the annual rate of 0.25% of the average
daily net asset value of Value Equity Portfolio and the equity portion of
Managed Portfolio and at the annual rate of 0.30% of the average daily net asset
value of the International Equity Portfolio. Under no agreement is the Company
obligated to pay fees to Laketon. Accordingly, approval of the proposed sub-
investment advisory agreement will result in no increase in the total operating
expenses of the Portfolios.
CLCM believes that Laketon as the sub-investment adviser for the Value Equity,
International Equity and the equity portion of Managed Portfolios would benefit
the Company, the Portfolios and their
4
<PAGE>
shareholders, and Contract and Plan Account owners. As discussed below, Laketon
has substantial experience advising equity portfolios, a successful track record
for the portfolios it has advised, and highly educated and experienced
personnel.
PROPOSAL
APPROVAL OF NEW SUB-INVESTMENT ADVISORY AGREEMENTS
Contract and Plan Account owners are being asked to approve sub-investment
advisory agreements between CLCM and Laketon to permit Laketon to serve as the
sub-investment adviser for Value Equity Portfolio, International Equity
Portfolio and for the equity portion of Managed Portfolio.
The proposed sub-investment advisory agreements for Value Equity, International
Equity and the equity portion of Managed Portfolios were approved by the
Company's Board of Directors, including a majority of the directors who are not
parties to the sub-investment advisory agreements or interested persons of any
parties to the agreement, at a meeting held on February 24, 1999. As noted
earlier, CLCM will be responsible for any fees payable under the sub-investment
advisory agreement to Laketon; neither the Company nor either Portfolio will be
responsible for any payments to Laketon under a sub-investment advisory
agreement.
If a proposed sub-investment advisory agreement is approved by the shareholders
of any of Value Equity, International Equity and Managed Portfolios, the
agreement will remain in effect as to that Portfolio, unless earlier terminated,
for an initial term expiring two years from the date of effectiveness and will
continue in effect thereafter for successive twelve-month periods, provided that
the continuance is approved at least annually: (1) by the Company's Board of
Directors or by the vote of a majority of the outstanding voting securities of
Value Equity, International Equity or Managed Portfolio, as the case may be,
and, (2) by a majority of the Company's directors who are not parties to the
sub-investment advisory agreement or interested persons of any such party (other
than as directors of the Company).
If the shareholders of Value Equity, International Equity or Managed Portfolio
do not approve the proposed sub-investment advisory agreement, CLCM and the
directors would obtain interim sub-investment advisory services for the
Portfolio, either from Laketon or from another advisory organization.
Thereafter, the directors would either negotiate a new sub-investment advisory
agreement for the Value Equity, International Equity or Managed Portfolio, as
the case may be, with an investment advisory organization selected by the
directors or make other appropriate arrangements, in either event subject to
approval by the shareholders of the Value Equity, International Equity or
Managed Portfolio.
DESCRIPTION OF THE SUB-INVESTMENT ADVISORY AGREEMENT
As noted earlier, the material terms of the proposed subadvisory agreements are
substantially similar to those of the current subadvisory agreement for each
Portfolio, except that Laketon will act subject to the supervision of CLCM, and
CLCM will be solely responsible for payment to Laketon of the subadvisory fees
payable for each Portfolio. Each Portfolio pays CLCM an annual advisory fee of
0.50% of the average daily net asset value of the Portfolio. Under the terms of
the proposed sub-investment advisory agreements, Laketon agrees:
. to manage the investment and reinvestment of the assets of Value Equity
Portfolio, International Equity Portfolio and the equity portion of Managed
Portfolio;
. continuously to review, supervise and administer each Portfolio's
investments, subject to the supervision of the Company's Board of Directors
and CLCM;
5
<PAGE>
. to be responsible for placing orders for the purchase and sale of the
investments directly with brokers and dealers selected by it in its
discretion; and
. to furnish to CLCM and the Board of Directors, which has overall
responsibility for the business and affairs of the Company and its
Portfolios, periodic reports on the investment performance of Value Equity,
International Equity and the equity Portion of Managed Portfolio.
In consideration for the services to be provided by Laketon, CLCM agrees to pay
Laketon annual subadvisory fees of 0.25% of the average daily net asset value of
Value Equity Portfolio and Managed Equity Portfolio and 0.30% of the average
daily net asset value of International Equity Portfolio.
Each sub-investment advisory agreement provides that Laketon shall not be liable
under the agreement for any mistake of judgment or in any event whatsoever,
except for lack of good faith, provided that nothing in the agreement shall be
deemed to protect, or purport to protect, Laketon against any liability to Value
Equity, International Equity and Managed Equity Portfolio or to the shareholders
of the Portfolio to which Laketon would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties under the agreement or by reason of Laketon's reckless disregard of its
obligations and duties under the agreement.
Under the Act, each sub-investment advisory agreement may be terminated at any
time, without penalty: (1) by the Company's Board of Directors or by a vote of
a majority of the outstanding voting securities of the Value Equity,
International Equity or Managed Portfolio, or (2) by Laketon, in each case on 60
days' written notice to the other party.
The terms of each sub-investment advisory agreement obligate Laketon to manage
the Value Equity, International Equity and the equity portion of Managed
Portfolio in accordance with applicable laws and regulations. Laketon's
provision of investment advisory services to the Portfolios is not exclusive
under the terms of the sub-investment advisory agreement. Laketon is free to,
and does render, investment advisory services to others. See "Information About
Laketon" below.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Under each proposed sub-investment advisory agreement, Laketon agrees to be
responsible for the investment decisions of Value Equity, International Equity
and the equity portion of Managed Portfolio, including:
. decisions to buy and sell securities,
. the selection of brokers and dealers to effect the transactions,
. the placing of investment transactions, and
. the negotiation of any brokerage commissions.
No Portfolio would have any obligation to deal with any dealer or groups of
dealers in the execution of transactions in portfolio securities. In placing
orders, it is the Company's policy on behalf of each of Value Equity,
International Equity and the equity portion of Managed Portfolios to obtain the
most favorable net results, taking into account various factors, including
price, dealer spread or commission, if any, size of the transaction, and
difficulty of execution. While Laketon would generally seek reasonably
competitive spreads or commissions, a Portfolio would not necessarily be paying
the lowest spread or commission available.
If the securities in which the Portfolios invest are traded primarily in the
over-the-counter market, where possible, a Portfolio would deal directly with
the dealers who make a market in the securities involved
6
<PAGE>
unless better prices and execution are available elsewhere. Such dealers usually
act as principals for their own account. On occasion, securities may be
purchased directly from the issuer. The cost of securities transactions for a
Portfolio would consist primarily of brokerage commissions or dealer or
underwriter spreads.
While Laketon would seek to obtain the most favorable net results in effecting
transactions for each Portfolio, dealers who provide supplemental investment
research to Laketon may receive orders for transactions by the Portfolio. Such
supplemental research service ordinarily would consist of assessments and
analyses of the business or prospects of a company, industry, or economic
sector. If, in Laketon's judgment, a Portfolio would be benefited by such
supplemental research services, Laketon would be authorized to pay spreads or
commissions to brokers or dealers furnishing such services that are in excess of
spreads or commissions that another broker or dealer may charge for the same
transaction. Information so received would be in addition to, and not in lieu
of, the services required to be performed by Laketon under a sub-investment
advisory agreement. Laketon's expenses would not necessarily be reduced as a
result of the receipt of such supplemental information. In some cases, Laketon
might use such supplemental research in providing investment advice to its other
advisory accounts. Laketon would not use affiliated brokers to execute
portfolio transactions on behalf of each Portfolio.
EVALUATION BY THE BOARD OF DIRECTORS
At the Company's Board meeting held on February 24, 1999, the Board of
Directors, including those non-interested directors, reviewed and discussed
information regarding the agreements. In evaluating the appointment of Laketon
as sub-investment adviser to Value Equity, International Equity and the equity
portion of Managed Portfolios, the Board of Directors was informed that the
current subadvisor, Indago Capital Management, Inc., was merging with Laketon
Investment Management Ltd. The Board of Directors reviewed materials furnished
by CLICA, CLCM and Laketon relevant to the impending merger and their
recommendation to appoint Laketon as the sub-investment adviser. Those
materials included information regarding the merger of INDAGO into Laketon, its
personnel, operations and financial condition; the performance of the U.S.
equities held by Laketon's clients compared with that of the S&P 500 Stock
Index, Russell 2500 and All Country World Index (ACWI) for various periods ended
December 31, 1998; the terms of the sub-investment advisory agreement; and the
reasons CLCM was recommending the appointment of Laketon as subadviser to the
Portfolios.
At the meeting held on February 24, 1999, the directors evaluated Laketon's
experience and expertise generally by considering such factors as:
. current assets under management as of December 31, 1998 in terms of total
assets by asset class and by type of asset pools managed;
. a description of the type of clients for which Laketon has performed
investment advisory services; and
. the fees Laketon charges its other clients for investment advisory services;
and the length of Laketon's service to such other clients.
The directors noted that Laketon will render investment advisory services on
behalf of separate accounts sponsored by The Canada Life Assurance Company. As
of December 31, 1998, The Canada Life Assurance Company separate accounts
managed by Laketon held $3.9 billion in assets. For the fiscal year ended
December 31, 1998, Laketon received aggregate advisory fees of approximately $4
million. The directors also noted that certain of those separate accounts invest
in U.S. equity securities, using an investment objective and policies similar to
the Value Equity and equity portion of Managed Portfolios.
7
<PAGE>
The directors considered the educational and professional background and
investment management experience of Laketon's seventeen investment advisory
personnel. The directors were presented with information as to the asset class
teams and their focus and responsibilities as well as aggregate experience,
which reflected, among other things, that a number of Laketon's investment
advisory personnel held a Chartered Financial Analyst designation and/or a
Masters in Business Administration. The information also reflected that the
experience of Laketon's Global Equity Team combined for nearly sixty-seven years
of experience in rendering investment advisory services. The directors also were
provided with information as to Laketon's internal investment policies for
diversification to minimize overall risk.
Laketon personnel briefly summarized their multi-stage investment process used
in selecting securities, including, at Stage 1, the characteristics used in
creating the universe from which stocks were selected and Laketon's global
industry approach; at Stage 2, the method of determining the particular
geographic allocation based on the factors of cyclical profitability, interest
rates, valuation, and momentum; and, at Stage 3, the method of selecting
particular stocks for buys or sells based on their ranking system and company
analysis module. Next, Laketon's personnel described for the directors their
internal portfolio monitoring process, including their tracking system, analysis
of sector weightings, and their current U.S. and international equity strategy.
The directors were provided with information as to the subadvisory fees to be
charged by Laketon on the assets of Value Equity, International Equity and the
equity assets of Managed Portfolios and the advisory fees charged other Laketon
clients for similar services rendered. Advisory fees charged by Laketon to
other clients range from 0.10% to 0.45% of fund net assets compared with the
subadvisory fee of 0.25% payable by CLCM to Laketon with respect to each
Portfolio except the International Equity fee of 0.30%. The directors also
considered the subadvisory fees in light of the services to be rendered under
the sub-investment advisory agreements.
Based on its review, the Board of Directors approved each sub-investment
advisory agreement and determined to recommend that Contract owners approve the
agreements. In this regard, it was noted that Laketon had substantial
experience advising equity portfolios, a successful track record for the
accounts and portfolios it advised, and highly educated and experienced
personnel including members of the current subadviser and that the proposed
subadvisory fees were reasonable and fair for the subadvisory services rendered.
Accordingly, after consideration of the above, and such other factors and
information it deemed relevant, the Board of Directors, including each director
who is not an interested person of either CLCM or Laketon, unanimously approved
each sub-investment advisory agreement and voted to recommend its approval by
shareholders of Value Equity, International Equity and Managed Portfolios.
INFORMATION ABOUT LAKETON
Laketon, a registered investment adviser under the Investment Advisers Act of
1940, has conducted investment management services since its organization on
September 14, 1979. Since 1979 Laketon has served as investment adviser to
individuals, pension, profit sharing and other employee benefit plans, trusts,
endowments, foundations and corporations. INDAGO Capital Management, Inc., the
previous subadviser for Value Equity, International Equity and the equity
portion of Managed Portfolios, merged with Laketon on March 5, 1999. Laketon
managed approximately $5.8 billion in assets as of December 31, 1998. Laketon's
principal executive officers and directors and their principal occupations for
the past five years are listed on the following chart.
8
<PAGE>
NAME AND POSITION WITH LAKETON, PRINCIPAL OCCUPATION
- ----------------------------------------------------
Tony Brebner Chairman, Laketon*
Jock Fleming Chief Operating Officer, Laketon*
Kevin Elliott Portfolio Manager, Canadian Equities,
C.I.O. Laketon*
Barbara Belch Portfolio Manager, Canadian Equities
Laketon*
Helen Jean Chisholm-Owen Portfolio Manager, Small Cap Canadian Equities,
Laketon*
Peter Walter Portfolio Manager, Global Equities
Laketon*
Lance Speck Portfolio Manager, Global Equities,
Laketon*
Mary Throop Portfolio Manager, Global Equities,
Laketon*
Gary Morris Portolio Manager, Fixed Income,
Laketon*
Gary Kondrat Portfolio Manager, Private Capital Management,
Laketon*
Phillip Wooten Portfolio Manager, Private Capital Management,
Laketon*
Richard Ruel Equity Trading, Laketon*
Andrew Osterback Analyst, Fixed Income, Laketon*
Charles Wakefield Client Services & Marketing, Laketon*
Ingrid Macintosh Client Services & Marketing, Laketon*
Laurie McPhail Client Services & Marketing, Laketon*
Sue Naylor Chief Financial Officer, Laketon*
* The principal business address is 130 Adelaide Street West, Suite 3000,
Toronto, Ontario, Canada, M5H 3P5.
No officer or director of the Company holds any position with or owns any
securities of or has any other material direct or indirect interest in Laketon.
9
<PAGE>
OTHER BUSINESS
The duly appointed proxies may, in their discretion, vote upon any other matters
as properly may come before the Meeting, including a proposal to adjourn even if
a quorum is present to permit the continued solicitation of proxies in favor of
the Proposal with respect to each Portfolio. At this time, the Company's Board
of Directors does not know of any other business to be proposed at the Meeting
other than the Proposal described in this Proxy Statement.
SUBMISSION OF SHAREHOLDER PROPOSALS
It is anticipated that, following the Meeting to be held on April 15, 1999, the
Company will not hold any meetings of shareholders except as required by federal
or Maryland state law. Shareholders wishing to submit proposals for inclusion in
a proxy statement for a subsequent shareholder meeting should send proposals to
Charles H. MacPhaul, Assistant Secretary of the Company, P.O. Box 105087,
Atlanta, Georgia 30348.
THE COMPANY'S ANNUAL REPORT IS AVAILABLE UPON REQUEST FREE OF CHARGE. FOR A
COPY OF THE ANNUAL REPORT PLEASE SEND YOUR REQUEST TO VARIABLE ANNUITY
ADMINISTRATION AT P.O. BOX 105087, ATLANTA, GEORGIA, 30348 OR CALL 1-800-905-
1959. UPON RECEIPT OF YOUR REQUEST AND VERIFICATION OF OWNERSHIP OF A VARIABLE
ANNUITY CONTRACT ISSUED THROUGH VARIABLE ACCOUNT 1 OR NEW YORK VARIABLE ACCOUNT,
OR YOUR OWNERSHIP OF SHARES OF ANNUITY ACCOUNT 2, A COPY OF THE APPLICABLE
ANNUAL REPORT WILL BE IMMEDIATELY FORWARDED TO YOUR ADDRESS VIA FIRST CLASS
MAIL.
YOU ARE URGED TO FILL IN, DATE AND SIGN AND RETURN THE ENCLOSED VOTING
INSTRUCTION FORM.
10
<PAGE>
EXHIBIT
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 24th day of February, 1999 between CL Capital
Management, Inc. (the "Investment Adviser"), a Georgia corporation, and Laketon
Investment Management Ltd. (the "Sub-Investment Adviser"), a Canadian
corporation:
W I T N E S S E T H :
WHEREAS, Canada Life of America Series Fund, Inc., a Maryland Corporation
(the "Fund") is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act of
1940 (the "Investment Company Act"); and
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments; and
WHEREAS, the Fund is currently comprised of six classes of stock (together
with any classes subsequently added, the "Series"), each of which pursues its
investment objectives through separate investment policies; and
WHEREAS, the Sub-Investment Adviser is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Adviser to act as investment
manager of the Fund as set forth in the Investment Advisory Agreement between
the Fund and the Investment Adviser dated May 1, 1995 (the "Investment Advisory
Agreement"); and
WHEREAS, the Fund and the Investment Adviser desire to retain the Sub-
Investment Adviser to render certain investment advisory services to the equity
portion of the Managed Series in the manner and on the terms hereinafter set
forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Investment Adviser and the Sub-Investment Adviser
hereby agree as follows:
ARTICLE I
---------
Duties of the Sub-Investment Adviser
------------------------------------
The Investment Adviser hereby employs the Sub-Investment Adviser to act as
the investment adviser of the equity portion of the Managed Series of the Fund,
and to furnish the investment advisory services described below, subject to the
supervision of the Board of Directors of the Fund and the Investment Adviser,
for the period and on the terms and conditions set forth in this Agreement. The
Sub-Investment Adviser hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein. The Sub-Investment Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or shall in no way be deemed an agent of the Fund.
The Sub-Investment Adviser, shall provide the equity portion of the Managed
Series with such investment research, advice and supervision as the latter may
from time to time consider necessary for the proper supervision of the assets of
such Series, shall furnish continuously an investment program for such Series,
shall determine from time to time which securities shall be purchased, sold or
exchanged, determine how voting and other rights with respect to the securities
of the equity portion of the Managed Series shall be exercised, and what
portions of such Series shall be held in the various securities in which the
Series invests or cash, and shall take such steps as are necessary to implement
any overall investment plan for such Series, including providing or obtaining
such services as may be necessary in managing, acquiring or disposing of
investments. The Sub-Investment Adviser's services shall be subject always to
the control and supervision of the Board of Directors of the Fund and the
Investment Adviser, the restrictions of the Articles of Incorporation and By-
Laws of the Fund, as amended from time to time, the provisions of the Investment
Company Act, the statements relating to the investment objectives of the equity
portion of the Managed Series, investment policies and investment restrictions
as the same are set forth in the currently effective registration statement
relating to the shares of the Fund under the Securities Act of 1933, as amended
and the Investment Company Act of 1940, as amended (the "Registration
Statement"), appropriate state insurance laws, and any
<PAGE>
applicable provisions of the Internal Revenue Code of 1986. Should the Board of
Directors of the Fund at any time make any definite determination as to
investment policy and notify the Sub-Investment Adviser thereof in writing, the
Sub-Investment Adviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination has been revoked.
Investment Adviser acknowledges and agrees that it has sole responsibility
to ensure that Sub-Investment Adviser is properly informed of such policies and
restrictions applicable to the equity portion of the Managed Series including
without limitation as are: (1) contained in the Fund's Prospectus, (2) set forth
in the Internal Revenue Code of 1986, as amended, (3) set forth pursuant to
state insurance laws.
Investment Adviser also acknowledges and agrees that it will be responsible
to provide Sub-Investment Adviser with all necessary compliance reports to
enable Sub-Investment Adviser to make purchases and sales for the equity portion
of the Managed Series in accordance with the policies and restrictions to which
such Series is subject. Investment Adviser also agrees that it or the Fund is
responsible to provide or contract to provide accounting, custodial and any
other administrative services necessary to administer the business and other
affairs of the Fund.
The Sub-Investment Adviser shall take, on behalf of the equity portion of
the Managed Series, all actions which it deems necessary to implement the
investment policies determined as provided above, and in particular to place all
orders for the purchase or sale of portfolio securities for the Series' account
with brokers or dealers selected by it, and to that end, the Sub-Investment
Adviser is authorized as the agent of the Fund to give instructions to the
Custodian of the Fund as to deliveries of securities and payments of cash for
the account of the equity portion of the Managed Series. In connection with the
selection of such brokers or dealers and the placing of such orders with respect
to assets of the equity portion of the Managed Series, the Sub-Investment
Adviser is directed at all times to seek to obtain best execution and price
within the policy guidelines determined by the Board of Directors of the Fund
and set forth in the Registration Statement. Subject to this requirement and the
provisions of the Investment Company Act, the Securities Exchange Act of 1934,
as amended, and other applicable provisions of law, the Sub-Investment Adviser
may select brokers or dealers with which it or the Fund is affiliated.
In addition to seeking the best price and execution, the Sub-Investment
Adviser may also take into consideration research and statistical information
and wire and other quotation services provided to the Sub-Investment Adviser
which may justify brokerage commissions at a higher cost to the Series then may
result when allocating brokerages to other brokers on the basis of seeking best
price and execution. However, the Sub-Investment Adviser shall select only
brokers whose commissions it believes are reasonable.
The Sub-Investment Adviser will periodically evaluate the statistical data,
research and other investment services provided to it by brokers and dealers.
Such services may be used by the Sub-Investment Adviser in connection with the
performance of its obligations under this Agreement or in connection with other
advisory or investment operations.
ARTICLE II
----------
Sub-Investment Advisory Fee
---------------------------
The payment of investment advisory fees and the allocation of charges and
expenses between the Fund and the Investment Adviser are set forth in the
Investment Advisory Agreement, and nothing in this Sub-Investment Advisory
Agreement shall change or affect that arrangement. The payment of investment
advisory fees and the apportionment of any expenses related to the services of
the Sub-Investment Adviser shall be the sole concern of the Investment Adviser
and the Sub-Investment Adviser and shall not be the responsibility of the Fund.
For the services rendered pursuant to this Agreement, Investment Adviser
will pay the Sub-Investment Adviser at the end of each calendar month, a fee,
calculated daily based upon the average daily value of the net assets of the
equity portion of the Managed Series of the Fund, as determined and computed in
accordance with the description of the determination of the net asset value
contained in the Registration Statement for the Fund, at the annual rate of
0.25%.
ARTICLE III
-----------
Limitation of Liability
-----------------------
Subject to Section 36 of the Investment Company Act of 1940, as amended,
the Sub-Investment Adviser shall not be liable for any error of judgement 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
hereunder except for wilful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder.
<PAGE>
The federal and state securities laws impose liability under certain
circumstances on persons who act in good faith, and therefore nothing in this
Agreement will waive or limit any rights that the contract holders may have
under those laws.
ARTICLE IV
----------
Activities of the Sub-Investment Adviser
----------------------------------------
The services of the Sub-Investment Adviser to the equity portion of the
Managed Series are not deemed to be exclusive, and the Sub-Investment Adviser is
free to render services to others.
It is agreed that the Sub-Investment Adviser may use any supplemental
investment research obtained for the benefit of the equity portion of the
Managed Series in providing investment advice to its other investment advisory
accounts. The Sub-Investment Adviser or its affiliates may use such information
in managing their own accounts. Conversely, such supplemental information
obtained by the placement of business for the Sub-Investment Adviser or other
entities advised by the Sub-Investment Adviser will be considered by and may be
useful to the Sub-Investment Adviser in carrying out its obligations to the
equity portion of the Managed Series.
Securities held by the equity portion of the Managed Series may also be
held by separate investment accounts or other mutual funds for which the Sub-
Investment Adviser may act as an adviser or by the Sub-Investment Adviser or its
affiliates. Because of different investment objectives or other factors, a
particular security may be bought by the Sub-Investment Adviser or its
affiliates or for one or more clients when one or more clients are selling the
same security. If purchases or sales of securities for the equity portion of the
Managed Series or other entities for which the Sub-Investment Adviser or its
affiliates act as investment adviser or for their advisory clients arise for
consideration at or about the same time, the Sub-Investment Adviser may make
transactions in such securities, insofar as feasible, for the respective
entities and clients in a manner deemed equitable to all. To the extent that
transactions on behalf of more than one client of the Sub-Investment Adviser
during the same period may increase the demand for securities being purchased or
the supply of securities being sold, it is recognized that there may be an
adverse effect on price.
It is agreed that, on occasions when the Sub-Investment Adviser deems the
purchase or sale of a security to be in the best interest of the equity portion
of the Managed Series as well as other accounts or companies, it may, to the
extent permitted by applicable laws or regulations, but will not be obligated
to, aggregate the securities to be sold or purchased for other accounts or
companies in order to obtain favourable execution and lower brokerage
commissions. In that event, allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Sub-
Investment Adviser in the manner it considers to be most equitable and
consistent with its fiduciary obligations to the equity portion of the Managed
Series and to such other accounts or companies. It is recognized that in some
cases this procedure may adversely affect the size of the position obtainable
for the equity portion of the Managed Series.
ARTICLE V
---------
Books and Records
-----------------
The Sub-Investment Adviser agrees that all books and records which it
maintains for the equity portion of the Managed Series shall be made available,
within five business days of a written request, to the Fund's accountants or
auditors during regular business hours at the Sub-Investment Adviser's offices.
The Fund or its authorized representative shall have the right to copy any
records in the possession of the Sub-Investment Adviser which pertain to the
Fund and as the Fund shall require in accordance with applicable law. Such
books, records, information or reports shall be available to properly constitute
governmental authorities consistent with state and federal law and/or
regulations. The Sub-Investment Adviser shall keep confidential and shall not
disclose or use any records or information obtained pursuant to this Agreement
except as expressly required by state or federal law and/or regulations.
In the event of the termination of this Agreement, all such books, records, or
other information shall be returned to the Fund free from any claim or assertion
of rights by the Sub-Investment Adviser. The Fund shall make available to the
Sub-Investment Adviser on a reasonable basis all books and records which it
maintains for the equity portion of the Managed Series.
ARTICLE VI
----------
Duration and Termination of this Agreement
------------------------------------------
<PAGE>
This Agreement shall become effective as of the date first above written,
and shall continue in effect until the date of the first annual or special
meeting of shareholders of the equity portion of the Managed Series, but not
later than sixteen months after the effective date of the Securities Act of 1933
Registration Statement for the equity portion of the Managed Series. Thereafter,
this Agreement shall continue in effect from year to year with respect to the
equity portion of the Managed Series so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund, or by the
vote of a majority of the outstanding voting securities of the equity portion of
the Managed Series, and (ii) a majority of those Directors of the Fund who are
not parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Directors of the Fund, or by vote of a majority of the
outstanding voting securities of the equity portion of the Managed Series, or by
the Investment Adviser, on sixty days written notice to the other party. This
Agreement may be terminated for "cause" at any time by the Board of Directors of
the Fund. "Cause" is defined and limited for this purpose to mean wilful
misfeasance, bad faith, or gross negligence by the Sub-Investment Adviser in the
performance of its duties or reckless disregard by it of its obligations and
duties under this Agreement. This Agreement shall automatically terminate in
the event of its assignment or in the event of the termination of the Investment
Advisory Agreement between the Fund and the Investment Adviser. This Agreement
may be terminated without penalty, by Sub-Investment Adviser on sixty days'
notice.
ARTICLE VII
-----------
Definitions
-----------
The terms "assignment," "interested person," and "majority of the
outstanding voting securities," when used in this Agreement, shall have the
respective meanings specified under the Investment Company Act.
ARTICLE VIII
------------
Amendments of this Agreement
----------------------------
When required by applicable law, this Agreement may be amended by the
parties only if such amendment is specifically approved by (i) the vote of a
majority of the outstanding voting securities shares of the equity portion of
the Managed Series, and (ii) a majority of those Directors of the Fund who are
not parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.
The Investment Adviser agrees to advise the Sub-Investment Adviser
immediately:
(a) of any request by the SEC for amendments to the Prospectus or for
additional information.
(b) of the issuance by the SEC of any stop order suspending the
effectiveness of the Fund's Prospectus or the initiation of any proceedings for
that purpose.
(c) of the happening of any material event which makes untrue any
statement made in the Fund's Prospectus or which requires the making of a change
in either of them in order to make the statements therein not misleading.
(d) of all actions of the SEC with respect to any amendments to the Fund's
Prospectus.
(e) of the happening of any event relating to the Investment Adviser which
would have a material effect on its business.
The Sub-Investment Adviser agrees to advise the Investment Adviser
immediately:
(a) of the happening of any material event which makes untrue any
statement made in the Fund's Prospectus or which requires the making of a change
in either of them in order to make the statements therein not misleading, and
(b) of the happening of any event relating to the Sub-Investment Adviser
which would have a material effect on its business.
<PAGE>
ARTICLE IX
----------
Governing Law
-------------
This Agreement shall be construed and interpreted in accordance with the
laws of the State of Georgia, and the applicable provisions of the Investment
Company Act.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
CL CAPITAL MANAGEMENT, INC.
By: ______________________________
Its: _____________________________
LAKETON INVESTMENT MANAGEMENT LTD.
By: ______________________________
Its: _____________________________
<PAGE>
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 24th day of February, 1999 between CL Capital
Management, Inc. (the "Investment Adviser"), a Georgia corporation, and Laketon
Investment Management Ltd. (the "Sub-Investment Adviser"), a Canadian
corporation:
W I T N E S S E T H :
WHEREAS, Canada Life of America Series Fund, Inc., a Maryland Corporation
(the "Fund") is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act of
1940 (the "Investment Company Act"); and
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments; and
WHEREAS, the Fund is currently comprised of six classes of stock (together
with any classes subsequently added, the "Series"), each of which pursues its
investment objectives through separate investment policies; and
WHEREAS, the Sub-Investment Adviser is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Adviser to act as investment
manager of the Fund as set forth in the Investment Advisory Agreement between
the Fund and the Investment Adviser dated May 1, 1995 (the "Investment Advisory
Agreement"); and
WHEREAS, the Fund and the Investment Adviser desire to retain the Sub-
Investment Adviser to render certain investment advisory services to the
International Equity Series in the manner and on the terms hereinafter set
forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Investment Adviser and the Sub-Investment Adviser
hereby agree as follows:
ARTICLE I
---------
Duties of the Sub-Investment Adviser
------------------------------------
The Investment Adviser hereby employs the Sub-Investment Adviser to act as
the investment adviser of the International Equity Series of the Fund, and to
furnish the investment advisory services described below, subject to the
supervision of the Board of Directors of the Fund and the Investment Adviser,
for the period and on the terms and conditions set forth in this Agreement. The
Sub-Investment Adviser hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein. The Sub-Investment Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or shall in no way be deemed an agent of the Fund.
The Sub-Investment Adviser, shall provide the International Equity Series
with such investment research, advice and supervision as the latter may from
time to time consider necessary for the proper supervision of the assets of such
Series, shall furnish continuously an investment program for such Series, shall
determine from time to time which securities shall be purchased, sold or
exchanged, determine how voting and other rights with respect to the securities
of the International Equity Series shall be exercised, and what portions of such
Series shall be held in the various securities in which the Series invests or
cash, and shall take such steps as are necessary to implement any overall
investment plan for such Series, including providing or obtaining such services
as may be necessary in managing, acquiring or disposing of investments. The Sub-
Investment Adviser's services shall be subject always to the control and
supervision of the Board of Directors of the Fund and the Investment Adviser,
the restrictions of the Articles of Incorporation and By-Laws of the Fund, as
amended from time to time, the provisions of the Investment Company Act, the
statements relating to the investment objectives of the International Equity
Series, investment policies and investment restrictions as the same are set
forth in the currently effective registration statement relating to the shares
of the Fund under the Securities Act of 1933, as amended and the Investment
Company Act of 1940, as amended (the "Registration Statement"), appropriate
state insurance laws, and any applicable provisions of the Internal Revenue Code
of 1986. Should the Board of Directors of the Fund at any time make any definite
determination as to investment policy and notify the Sub-Investment Adviser
thereof in writing, the Sub-Investment Adviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked.
<PAGE>
Investment Adviser acknowledges and agrees that it has sole responsibility
to ensure that Sub-Investment Adviser is properly informed of such policies and
restrictions applicable to the International Equity Series including without
limitation as are, (i) contained in the Fund's Prospectus, (ii) set forth in the
Internal Revenue Code of 1986, as amended, (iii) set forth pursuant to state
insurance laws.
Investment Adviser also acknowledges and agrees that it will be responsible
to provide Sub-Investment Adviser with all necessary compliance reports to
enable Sub-Investment Adviser to make purchases and sales for the International
Equity Series in accordance with the policies and restrictions to which such
Series is subject. Investment Adviser also agrees that it or the Fund is
responsible to provide or contract to provide accounting, custodial and any
other administrative services necessary to administer the business and other
affairs of the Fund.
The Sub-Investment Adviser shall take, on behalf of the International
Equity Series, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders for
the purchase or sale of portfolio securities for the Series' account with
brokers or dealers selected by it, and to that end, the Sub-Investment Adviser
is authorized as the agent of the Fund to give instructions to the Custodian of
the Fund as to deliveries of securities and payments of cash for the account of
the International Equity Series. In connection with the selection of such
brokers or dealers and the placing of such orders with respect to assets of the
International Equity Series, the Sub-Investment Adviser is directed at all times
to seek to obtain best execution and price within the policy guidelines
determined by the Board of Directors of the Fund and set forth in the
Registration Statement. Subject to this requirement and the provisions of the
Investment Company Act, the Securities Exchange Act of 1934, as amended, and
other applicable provisions of law, the Sub-Investment Adviser may select
brokers or dealers with which it or the Fund is affiliated.
In addition to seeking the best price and execution, the Sub-Investment
Adviser may also take into consideration research and statistical information
and wire and other quotation services provided to the Sub-Investment Adviser
which may justify brokerage commissions at a higher cost to the Series then may
result when allocating brokerages to other brokers on the basis of seeking best
price and execution. However, the Sub-Investment Adviser shall select only
brokers whose commissions it believes are reasonable.
The Sub-Investment Adviser will periodically evaluate the statistical data,
research and other investment services provided to it by brokers and dealers.
Such services may be used by the Sub-Investment Adviser in connection with the
performance of its obligations under this Agreement or in connection with other
advisory or investment operations.
ARTICLE II
----------
Sub-Investment Advisory Fee
---------------------------
The payment of investment advisory fees and the allocation of charges and
expenses between the Fund and the Investment Adviser are set forth in the
Investment Advisory Agreement, and nothing in this Sub-Investment Advisory
Agreement shall change or affect that arrangement. The payment of investment
advisory fees and the apportionment of any expenses related to the services of
the Sub-Investment Adviser shall be the sole concern of the Investment Adviser
and the Sub-Investment Adviser and shall not be the responsibility of the Fund.
For the services rendered pursuant to this Agreement, Investment Adviser
will pay the Sub-Investment Adviser at the end of each calendar month, a fee,
calculated daily based upon the average daily value of the net assets of the
International Equity Series of the Fund, as determined and computed in
accordance with the description of the determination of the net asset value
contained in the Registration Statement for the Fund, at the annual rate of
0.30%.
ARTICLE III
-----------
Limitation of Liability
-----------------------
Subject to Section 36 of the Investment Company Act of 1940, as amended,
the Sub-Investment Adviser shall not be liable for any error of judgement 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
hereunder except for wilful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder.
The federal and state securities laws impose liability under certain
circumstances on persons who act in good faith, and therefore nothing in this
Agreement will waive or limit any rights that the contract holders may have
under those laws.
<PAGE>
ARTICLE IV
----------
Activities of the Sub-Investment Adviser
----------------------------------------
The services of the Sub-Investment Adviser to the International Equity
Series are not deemed to be exclusive, and the Sub-Investment Adviser is free to
render services to others.
It is agreed that the Sub-Investment Adviser may use any supplemental
investment research obtained for the benefit of the International Equity Series
in providing investment advice to its other investment advisory accounts. The
Sub-Investment Adviser or its affiliates may use such information in managing
their own accounts. Conversely, such supplemental information obtained by the
placement of business for the Sub-Investment Adviser or other entities advised
by the Sub-Investment Adviser will be considered by and may be useful to the
Sub-Investment Adviser in carrying out its obligations to the International
Equity Series.
Securities held by the International Equity Series may also be held by
separate investment accounts or other mutual funds for which the Sub-Investment
Adviser may act as an adviser or by the Sub-Investment Adviser or its
affiliates. Because of different investment objectives or other factors, a
particular security may be bought by the Sub-Investment Adviser or its
affiliates or for one or more clients when one or more clients are selling the
same security. If purchases or sales of securities for the International Equity
Series or other entities for which the Sub-Investment Adviser or its affiliates
act as investment adviser or for their advisory clients arise for consideration
at or about the same time, the Sub-Investment Adviser may make transactions in
such securities, insofar as feasible, for the respective entities and clients in
a manner deemed equitable to all. To the extent that transactions on behalf of
more than one client of the Sub-Investment Adviser during the same period may
increase the demand for securities being purchased or the supply of securities
being sold, it is recognized that there may be an adverse effect on price.
It is agreed that, on occasions when the Sub-Investment Adviser deems the
purchase or sale of a security to be in the best interest of the International
Equity Series as well as other accounts or companies, it may, to the extent
permitted by applicable laws or regulations, but will not be obligated to,
aggregate the securities to be sold or purchased for other accounts or companies
in order to obtain favourable execution and lower brokerage commissions. In
that event, allocation of the securities purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-Investment Adviser
in the manner it considers to be most equitable and consistent with its
fiduciary obligations to the International Equity Series and to such other
accounts or companies. It is recognized that in some cases this procedure may
adversely affect the size of the position obtainable for the International
Equity Series.
ARTICLE V
---------
Books and Records
-----------------
The Sub-Investment Adviser agrees that all books and records which it
maintains for the International Equity Series shall be made available, within
five business days of a written request, to the Fund's accountants or auditors
during regular business hours at the Sub-Investment Adviser's offices. The Fund
or its authorized representative shall have the right to copy any records in the
possession of the Sub-Investment Adviser which pertain to the Fund and as the
Fund shall require in accordance with applicable law. Such books, records,
information or reports shall be available to properly constitute governmental
authorities consistent with state and federal law and/or regulations. The Sub-
Investment Adviser shall keep confidential and shall not disclose or use any
records or information obtained pursuant to this Agreement except as expressly
required by state or federal law and/or regulations.
In the event of the termination of this Agreement, all such books, records, or
other information shall be returned to the Fund free from any claim or assertion
of rights by the Sub-Investment Adviser. The Fund shall make available to the
Sub-Investment Adviser on a reasonable basis all books and records which it
maintains for the International Equity Series.
ARTICLE VI
----------
Duration and Termination of this Agreement
------------------------------------------
This Agreement shall become effective as of the date first above written,
and shall continue in effect until the date of the first annual or special
meeting of shareholders of the International Equity Series, but not later than
sixteen months after the effective date of the Securities Act of 1933
Registration Statement for the International Equity Series. Thereafter, this
Agreement shall continue in effect from year to year with respect to the
International Equity Series so long as such continuance is specifically approved
at least annually by (i) the Board of Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the International Equity
Series, and (ii) a majority of those Directors of the
<PAGE>
Fund who are not parties to this Agreement or interested persons of any such
party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Directors of the Fund, or by vote of a majority of the
outstanding voting securities of the International Equity Series, or by the
Investment Adviser, on sixty days written notice to the other party. This
Agreement may be terminated for "cause" at any time by the Board of Directors of
the Fund. "Cause" is defined and limited for this purpose to mean wilful
misfeasance, bad faith, or gross negligence by the Sub-Investment Adviser in the
performance of its duties or reckless disregard by it of its obligations and
duties under this Agreement. This Agreement shall automatically terminate in
the event of its assignment or in the event of the termination of the Investment
Advisory Agreement between the Fund and the Investment Adviser. This Agreement
may be terminated without penalty, by Sub-Investment Adviser on sixty days'
notice.
ARTICLE VII
-----------
DEFINITIONS
-----------
The terms "assignment," "interested person," and "majority of the
outstanding voting securities," when used in this Agreement, shall have the
respective meanings specified under the Investment Company Act.
ARTICLE VIII
------------
Amendments of this Agreement
----------------------------
When required by applicable law, this Agreement may be amended by the
parties only if such amendment is specifically approved by (i) the vote of a
majority of the outstanding voting securities shares of the International Equity
Series, and (ii) a majority of those Directors of the Fund who are not parties
to this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
The Investment Adviser agrees to advise the Sub-Investment Adviser
immediately:
(a) of any request by the SEC for amendments to the Prospectus or for
additional information.
(b) of the issuance by the SEC of any stop order suspending the
effectiveness of the Fund's Prospectus or the initiation of any proceedings for
that purpose.
(c) of the happening of any material event which makes untrue any
statement made in the Fund's Prospectus or which requires the making of a change
in either of them in order to make the statements therein not misleading.
(d) of all actions of the SEC with respect to any amendments to the Fund's
Prospectus.
(e) of the happening of any event relating to the Investment Adviser which
would have a material effect on its business.
The Sub-Investment Adviser agrees to advise the Investment Adviser
immediately:
(a) of the happening of any material event which makes untrue any
statement made in the Fund's Prospectus or which requires the making of a change
in either of them in order to make the statements therein not misleading, and
(b) of the happening of any event relating to the Sub-Investment Adviser
which would have a material effect on its business.
ARTICLE IX
----------
GOVERNING LAW
-------------
This Agreement shall be construed and interpreted in accordance with the
laws of the State of Georgia, and the applicable provisions of the Investment
Company Act.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
CL CAPITAL MANAGEMENT, INC.
By:______________________________
Its:_____________________________
LAKETON INVESTMENT MANAGEMENT LTD.
By:______________________________
Its:_____________________________
<PAGE>
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 24th day of February, 1999 between CL
Capital Management, Inc. (the "Investment Adviser"), a Georgia corporation, and
Laketon Investment Management Ltd. (the "Sub-Investment Adviser"), a Canadian
corporation:
W I T N E S S E T H :
WHEREAS, Canada Life of America Series Fund, Inc., a Maryland Corporation
(the "Fund") is engaged in business as a diversified open-end management
investment company and is registered as such under the Investment Company Act of
1940 (the "Investment Company Act"); and
WHEREAS, the Fund, a series type of investment company, issues separate
classes (or series) of stock, each of which represents a separate portfolio of
investments; and
WHEREAS, the Fund is currently comprised of six classes of stock (together
with any classes subsequently added, the "Series"), each of which pursues its
investment objectives through separate investment policies; and
WHEREAS, the Sub-Investment Adviser is engaged principally in the business
of rendering advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940; and
WHEREAS, the Fund has employed the Investment Adviser to act as investment
manager of the Fund as set forth in the Investment Advisory Agreement between
the Fund and the Investment Adviser dated May 1, 1995 (the "Investment Advisory
Agreement"); and
WHEREAS, the Fund and the Investment Adviser desire to retain the Sub-
Investment Adviser to render certain investment advisory services to the Value
Equity Series in the manner and on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Investment Adviser and the Sub-Investment Adviser
hereby agree as follows:
ARTICLE I
---------
Duties of the Sub-Investment Adviser
------------------------------------
The Investment Adviser hereby employs the Sub-Investment Adviser to act as
the investment adviser of the Value Equity Series of the Fund, and to furnish
the investment advisory services described below, subject to the supervision of
the Board of Directors of the Fund and the Investment Adviser, for the period
and on the terms and conditions set forth in this Agreement. The Sub-Investment
Adviser hereby accepts such employment and agrees during such period, at its own
expense, to render, or arrange for the rendering of, such services and to assume
the obligations herein set forth for the compensation provided for herein. The
Sub-Investment Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
shall in no way be deemed an agent of the Fund.
The Sub-Investment Adviser, shall provide the Value Equity Series with such
investment research, advice and supervision as the latter may from time to time
consider necessary for the proper supervision of the assets of such Series,
shall furnish continuously an investment program for such Series, shall
determine from time to time which securities shall be purchased, sold or
exchanged, determine how voting and other rights with respect to the securities
of the Value Equity Series shall be exercised, and what portions of such Series
shall be held in the various securities in which the Series invests or cash, and
shall take such steps as are necessary to implement any overall investment plan
for such Series, including providing or obtaining such services as may be
necessary in managing, acquiring or disposing of investments. The Sub-
Investment Adviser's services shall be subject always to the control and
supervision of the Board of Directors of the Fund and the Investment Adviser,
the restrictions of the Articles of Incorporation and By-Laws of the Fund, as
amended from time to time, the provisions of the Investment Company Act, the
statements relating to the investment objectives of the Value Equity Series,
investment policies and investment restrictions as the same are set forth in the
currently effective registration statement relating
<PAGE>
to the shares of the Fund under the Securities Act of 1933, as amended and the
Investment Company Act of 1940, as amended (the "Registration Statement"),
appropriate state insurance laws, and any applicable provisions of the Internal
Revenue Code of 1986. Should the Board of Directors of the Fund at any time make
any definite determination as to investment policy and notify the Sub-Investment
Adviser thereof in writing, the Sub-Investment Adviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked.
Investment Adviser acknowledges and agrees that it has sole responsibility
to ensure that Sub-Investment Adviser is properly informed of such policies and
restrictions applicable to the Value Equity Series including without limitation
as are, (i) contained in the Fund's Prospectus, (ii) set forth in the Internal
Revenue Code of 1986, as amended, (iii) set forth pursuant to state insurance
laws.
Investment Adviser also acknowledges and agrees that it will be responsible
to provide Sub-Investment Adviser with all necessary compliance reports to
enable Sub-Investment Adviser to make purchases and sales for the Value Equity
Series in accordance with the policies and restrictions to which such Series is
subject. Investment Adviser also agrees that it or the Fund is responsible to
provide or contract to provide accounting, custodial and any other
administrative services necessary to administer the business and other affairs
of the Fund.
The Sub-Investment Adviser shall take, on behalf of the Value Equity
Series, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders for
the purchase or sale of portfolio securities for the Series' account with
brokers or dealers selected by it, and to that end, the Sub-Investment Adviser
is authorized as the agent of the Fund to give instructions to the Custodian of
the Fund as to deliveries of securities and payments of cash for the account of
the Value Equity Series. In connection with the selection of such brokers or
dealers and the placing of such orders with respect to assets of the Value
Equity Series, the Sub-Investment Adviser is directed at all times to seek to
obtain best execution and price within the policy guidelines determined by the
Board of Directors of the Fund and set forth in the Registration Statement.
Subject to this requirement and the provisions of the Investment Company Act,
the Securities Exchange Act of 1934, as amended, and other applicable provisions
of law, the Sub-Investment Adviser may select brokers or dealers with which it
or the Fund is affiliated.
In addition to seeking the best price and execution, the Sub-Investment
Adviser may also take into consideration research and statistical information
and wire and other quotation services provided to the Sub-Investment Adviser
which may justify brokerage commissions at a higher cost to the Series then may
result when allocating brokerages to other brokers on the basis of seeking best
price and execution. However, the Sub-Investment Adviser shall select only
brokers whose commissions it believes are reasonable.
The Sub-Investment Adviser will periodically evaluate the statistical data,
research and other investment services provided to it by brokers and dealers.
Such services may be used by the Sub-Investment Adviser in connection with the
performance of its obligations under this Agreement or in connection with other
advisory or investment operations.
ARTICLE II
----------
Sub-Investment Advisory Fee
---------------------------
The payment of investment advisory fees and the allocation of charges and
expenses between the Fund and the Investment Adviser are set forth in the
Investment Advisory Agreement, and nothing in this Sub-Investment Advisory
Agreement shall change or affect that arrangement. The payment of investment
advisory fees and the apportionment of any expenses related to the services of
the Sub-Investment Adviser shall be the sole concern of the Investment Adviser
and the Sub-Investment Adviser and shall not be the responsibility of the Fund.
For the services rendered pursuant to this Agreement, Investment Adviser
will pay the Sub-Investment Adviser at the end of each calendar month, a fee,
calculated daily based upon the average daily value of the net assets of the
Value Equity Series of the Fund, as determined and computed in accordance with
the description of the determination of the net asset value contained in the
Registration Statement for the Fund, at the annual rate of 0.25%.
ARTICLE III
-----------
Limitation of Liability
-----------------------
Subject to Section 36 of the Investment Company Act of 1940, as amended,
the Sub-Investment Adviser shall not be liable for any error of judgement or
mistake of law or for any loss arising out of any investment or for any act or
<PAGE>
omission in the management of the Fund, and the performance of its duties
hereunder except for wilful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder.
The federal and state securities laws impose liability under certain
circumstances on persons who act in good faith, and therefore nothing in this
Agreement will waive or limit any rights that the contract holders may have
under those laws.
ARTICLE IV
----------
Activities of the Sub-Investment Adviser
----------------------------------------
The services of the Sub-Investment Adviser to the Value Equity Series are
not deemed to be exclusive, and the Sub-Investment Adviser is free to render
services to others.
It is agreed that the Sub-Investment Adviser may use any supplemental
investment research obtained for the benefit of the Value Equity Series in
providing investment advice to its other investment advisory accounts. The Sub-
Investment Adviser or its affiliates may use such information in managing their
own accounts. Conversely, such supplemental information obtained by the
placement of business for the Sub-Investment Adviser or other entities advised
by the Sub-Investment Adviser will be considered by and may be useful to the
Sub-Investment Adviser in carrying out its obligations to the Value Equity
Series.
Securities held by the Value Equity Series may also be held by separate
investment accounts or other mutual funds for which the Sub-Investment Adviser
may act as an adviser or by the Sub-Investment Adviser or its affiliates.
Because of different investment objectives or other factors, a particular
security may be bought by the Sub-Investment Adviser or its affiliates or for
one or more clients when one or more clients are selling the same security. If
purchases or sales of securities for the Value Equity Series or other entities
for which the Sub-Investment Adviser or its affiliates act as investment adviser
or for their advisory clients arise for consideration at or about the same time,
the Sub-Investment Adviser may make transactions in such securities, insofar as
feasible, for the respective entities and clients in a manner deemed equitable
to all. To the extent that transactions on behalf of more than one client of
the Sub-Investment Adviser during the same period may increase the demand for
securities being purchased or the supply of securities being sold, it is
recognized that there may be an adverse effect on price.
It is agreed that, on occasions when the Sub-Investment Adviser deems the
purchase or sale of a security to be in the best interest of the Value Equity
Series as well as other accounts or companies, it may, to the extent permitted
by applicable laws or regulations, but will not be obligated to, aggregate the
securities to be sold or purchased for other accounts or companies in order to
obtain favourable execution and lower brokerage commissions. In that event,
allocation of the securities purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Sub-Investment Adviser in the manner it
considers to be most equitable and consistent with its fiduciary obligations to
the Value Equity Series and to such other accounts or companies. It is
recognized that in some cases this procedure may adversely affect the size of
the position obtainable for the Value Equity Series.
ARTICLE V
---------
Books and Records
-----------------
The Sub-Investment Adviser agrees that all books and records which it
maintains for the Value Equity Series shall be made available, within five
business days of a written request, to the Fund's accountants or auditors during
regular business hours at the Sub-Investment Adviser's offices. The Fund or its
authorized representative shall have the right to copy any records in the
possession of the Sub-Investment Adviser which pertain to the Fund and as the
Fund shall require in accordance with applicable law. Such books, records,
information or reports shall be available to properly constitute governmental
authorities consistent with state and federal law and/or regulations. The Sub-
Investment Adviser shall keep confidential and shall not disclose or use any
records or information obtained pursuant to this Agreement except as expressly
required by state or federal law and/or regulations.
In the event of the termination of this Agreement, all such books, records, or
other information shall be returned to the Fund free from any claim or assertion
of rights by the Sub-Investment Adviser. The Fund shall make available to the
Sub-Investment Adviser on a reasonable basis all books and records which it
maintains for the Value Equity Series.
ARTICLE VI
----------
Duration and Termination of this Agreement
------------------------------------------
<PAGE>
This Agreement shall become effective as of the date first above written,
and shall continue in effect until the date of the first annual or special
meeting of shareholders of the Value Equity Series, but not later than sixteen
months after the effective date of the Securities Act of 1933 Registration
Statement for the Value Equity Series. Thereafter, this Agreement shall continue
in effect from year to year with respect to the Value Equity Series so long as
such continuance is specifically approved at least annually by (i) the Board of
Directors of the Fund, or by the vote of a majority of the outstanding voting
securities of the Value Equity Series, and (ii) a majority of those Directors of
the Fund who are not parties to this Agreement or interested persons of any such
party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Directors of the Fund, or by vote of a majority of the
outstanding voting securities of the Value Equity Series, or by the Investment
Adviser, on sixty days written notice to the other party. This Agreement may be
terminated for "cause" at any time by the Board of Directors of the Fund.
"Cause" is defined and limited for this purpose to mean wilful misfeasance, bad
faith, or gross negligence by the Sub-Investment Adviser in the performance of
its duties or reckless disregard by it of its obligations and duties under this
Agreement. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Investment Advisory
Agreement between the Fund and the Investment Adviser. This Agreement may be
terminated without penalty, by Sub-Investment Adviser on sixty days' notice.
ARTICLE VII
-----------
Definitions
-----------
The terms "assignment," "interested person," and "majority of the
outstanding voting securities," when used in this Agreement, shall have the
respective meanings specified under the Investment Company Act.
ARTICLE VIII
------------
Amendments of this Agreement
----------------------------
When required by applicable law, this Agreement may be amended by the
parties only if such amendment is specifically approved by (i) the vote of a
majority of the outstanding voting securities shares of the Value Equity Series,
and (ii) a majority of those Directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
The Investment Adviser agrees to advise the Sub-Investment Adviser
immediately:
(a) of any request by the SEC for amendments to the Prospectus or for
additional information.
(b) of the issuance by the SEC of any stop order suspending the
effectiveness of the Fund's Prospectus or the initiation of any proceedings for
that purpose.
(c) of the happening of any material event which makes untrue any
statement made in the Fund's Prospectus or which requires the making of a change
in either of them in order to make the statements therein not misleading.
(d) of all actions of the SEC with respect to any amendments to the Fund's
Prospectus.
(e) of the happening of any event relating to the Investment Adviser which
would have a material effect on its business.
The Sub-Investment Adviser agrees to advise the Investment Adviser
immediately:
(a) of the happening of any material event which makes untrue any
statement made in the Fund's Prospectus or which requires the making of a change
in either of them in order to make the statements therein not misleading, and
(b) of the happening of any event relating to the Sub-Investment Adviser
which would have a material effect on its business.
ARTICLE IX
----------
<PAGE>
Governing Law
-------------
This Agreement shall be construed and interpreted in accordance with the
laws of the State of Georgia, and the applicable provisions of the Investment
Company Act.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
CL CAPITAL MANAGEMENT, INC.
By:______________________________
Its:_____________________________
LAKETON INVESTMENT MANAGEMENT LTD.
By:______________________________
Its:_____________________________
<PAGE>
VOTING INSTRUCTION FORM
CANADA LIFE OF AMERICA SERIES FUND, INC.
VALUE EQUITY PORTFOLIO
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR A
SPECIAL MEETING OF SHAREHOLDERS OF VALUE EQUITY PORTFOLIO OF CANADA LIFE OF
AMERICA SERIES FUND, INC. (THE "COMPANY"), ON APRIL 15, 1999 OR ANY
ADJOURNMENT(S) (THE "MEETING").
I hereby instruct Canada Life Insurance Company of America ("CLICA") or
Canada Life Insurance Company of New York ("CLNY") to vote the shares of Value
Equity Portfolio of Canada Life of America Series Fund, Inc. (the "Company") as
to which I am entitled to give instructions, as shown above at the Meeting to be
held at 10:00 a.m. on April 15, 1999, Eastern time, at 6201 Powers Ferry Road,
N.W., Suite 600, Atlanta, Georgia 30339, as follows:
(1) To approve a sub-investment advisory agreement between CL Capital
Management, Inc. ("CLCM") and LAKETON Investment Management Ltd.
("LAKETON") with respect to Value Equity Portfolio, the material terms
of which are substantially similar to those of the current advisory
agreement for Value Equity Portfolio, except that LAKETON will act
subject to the supervision of CLCM, and CLCM will be solely
responsible for payment to LAKETON of the subadvisory fees payable for
the Portfolio:
Value Equity Portfolio ____For ____Against ____Abstain
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE FOR THIS PROPOSAL
PLEASE SIGN AND DATE THIS FORM AND RETURN PROMPTLY
I hereby revoke any and all voting instructions with respect to such shares
previously given by me. I acknowledge receipt of the Proxy Statement dated
March 25, 1999. THIS INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THIS INSTRUCTION WILL BE VOTED "FOR" THIS PROPOSAL.
This instruction may be revoked at any time prior to the Meeting by
notifying the President or the Assistant Secretary of the Company in writing.
_____________________________ ___________________________
Contract Owner Signature Date
PLEASE SIGN, DATE AND RETURN THIS FORM PROMPTLY. Signature should be exactly as
name or names appear on this Voting Instruction Form. If the individual is a
fiduciary (e.g. attorney, executor, trustee, guardian, etc.), the individual's
signature must be followed by his or her full title.
<PAGE>
VOTING INSTRUCTION FORM
CANADA LIFE OF AMERICA SERIES FUND, INC.
MANAGED PORTFOLIO
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR A
SPECIAL MEETING OF SHAREHOLDERS OF MANAGED PORTFOLIO OF CANADA LIFE OF AMERICA
SERIES FUND, INC. (THE "COMPANY"), ON APRIL 15, 1999 OR ANY ADJOURNMENT(S) (THE
"MEETING").
I hereby instruct Canada Life Insurance Company of America ("CLICA") or
Canada Life Insurance Company of New York ("CLNY") to vote the shares of Managed
Portfolio of Canada Life of America Series Fund, Inc. (the "Company") as to
which I am entitled to give instructions, as shown above at the Meeting to be
held at 10:00 a.m. on April 15, 1999, Eastern time, at 6201 Powers Ferry Road,
N.W., Suite 600, Atlanta, Georgia 30339, as follows:
(1) To approve a sub-investment advisory agreement between CL Capital
Management, Inc. ("CLCM") and LAKETON Investment Management Ltd.
("LAKETON") with respect to the equity portion of Managed Portfolio,
the material terms of which are substantially similar to those of the
current advisory agreement for Managed Portfolio, except that LAKETON
will act subject to the supervision of CLCM, and CLCM will be solely
responsible for payment to LAKETON of the subadvisory fees payable for
the Portfolio:
Managed Portfolio ____For ____Against ____Abstain
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE FOR THIS PROPOSAL
PLEASE SIGN AND DATE THIS FORM AND RETURN PROMPTLY
I hereby revoke any and all voting instructions with respect to such shares
previously given by me. I acknowledge receipt of the Proxy Statement dated March
25, 1999. THIS INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS INSTRUCTION WILL BE VOTED "FOR" THIS PROPOSAL.
This instruction may be revoked at any time prior to the Meeting by
notifying the Company's President or Assistant Secretary in writing.
____________________________ ___________________________
Contract Owner Signature Date
PLEASE SIGN, DATE AND RETURN THIS FORM PROMPTLY. Signature should be exactly as
name or names appear on this Voting Instruction Form. If the individual is a
fiduciary (e.g. attorney, executor, trustee, guardian, etc.), the individual's
signature must be followed by his or her full title.
<PAGE>
VOTING INSTRUCTION FORM
CANADA LIFE OF AMERICA SERIES FUND, INC.
INTERNATIONAL EQUITY
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR A
SPECIAL MEETING OF SHAREHOLDERS OF INTERNATIONAL EQUITY PORTFOLIO OF CANADA LIFE
OF AMERICA SERIES FUND, INC. (THE "COMPANY"), ON APRIL 15, 1999 OR ANY
ADJOURNMENT(S) (THE "MEETING").
I hereby instruct Canada Life Insurance Company of America ("CLICA") or
Canada Life Insurance Company of New York ("CLNY") to vote the shares of
International Equity Portfolio of Canada Life of America Series Fund, Inc. (the
"Company") as to which I am entitled to give instructions, as shown above at the
Meeting to be held at 10:00 a.m. on April 15, 1999, Eastern time, at 6201 Powers
Ferry Road, N.W., Suite 600, Atlanta, Georgia 30339, as follows:
(1) To approve a sub-investment advisory agreement between CL Capital
Management, Inc. ("CLCM") and LAKETON Investment Management Ltd.
("LAKETON") with respect to the International Equity Portfolio, the
material terms of which are substantially similar to those of the
current advisory agreement for International Equity Portfolio, except
that LAKETON will act subject to the supervision of CLCM, and CLCM
will be solely responsible for payment to LAKETON of the subadvisory
fees payable for the Portfolio:
International Equity Portfolio ____For ____Against ____Abstain
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE FOR THIS PROPOSAL
PLEASE SIGN AND DATE THIS FORM AND RETURN PROMPTLY
I hereby revoke any and all voting instructions with respect to such shares
previously given by me. I acknowledge receipt of the Proxy Statement dated March
25, 1999. THIS INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THIS INSTRUCTION WILL BE VOTED "FOR" THIS PROPOSAL.
This instruction may be revoked at any time prior to the Meeting by
notifying the Company's President or Assistant Secretary in writing.
___________________________ ___________________________
Contract Owner Signature Date
PLEASE SIGN, DATE AND RETURN THIS FORM PROMPTLY. Signature should be exactly as
name or names appear on this Voting Instruction Form. If the individual is a
fiduciary (e.g. attorney, executor, trustee, guardian, etc.), the individual's
signature must be followed by his or her full title.
