EXHIBIT 8(t)
SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT, dated as of May 1, 2001 between Xxxxxxxx
Advisors, Inc. ("Xxxxxxxx Advisors") and Canada Life Insurance Company of
America (the "Company").
The parties hereto enter into a Shareholder Servicing Agreement ("Servicing
Agreement") with respect to the Class 2 shares of each of the series of Xxxxxxxx
Portfolios, Inc. (the "Fund") listed in Schedule A hereto (the "Portfolios"),
and in consideration of the mutual agreements herein made, agree as follows:
1. The Company shall provide the following support services to
owners of variable annuity contracts issued by the Company
("Owners") who invest in Class 2 shares of the Portfolios:
printing and delivering prospectuses, statements of
additional information, shareholder reports, proxy
statements and marketing materials related to the Portfolios
to existing Owners; providing facilities to answer questions
from existing Owners about the Portfolios; receiving and
answering correspondence; providing information to J. & X.
Xxxxxxxx & Co. Incorporated, the Fund's investment manager
(the "Manager"), and to Owners with respect to Class 2
shares attributable to Owner accounts; complying with
federal and state securities laws pertaining to the sale of
Class 2 shares; assisting Owners in completing application
forms and selecting account options; and other distribution
related services.
2. The Company will provide such office space and equipment,
telephone facilities, and personnel as may be reasonably
necessary or beneficial in order to provide such services to
Owners.
3. Neither the Company nor any of its employees or agents are
authorized to make any representation concerning the
Portfolios or the Portfolios' Class 2 shares except those
contained in the then current Prospectus, copies of which will
be supplied by Xxxxxxxx Advisors. The Company shall have no
authority to act as agent for Xxxxxxxx Advisors or the
Portfolios.
4. In consideration of the services and facilities described
herein, the Company shall be entitled to receive a shareholder
servicing and distribution fee in an amount up to .25% on an
annual basis of the average daily net assets attributable to
Class 2 shares of the Portfolios. Xxxxxxxx Advisors has no
obligation to make any such payment and the Company agrees to
waive payment of its fee until Xxxxxxxx Advisors is in receipt
of the fee from the Portfolios. The payment of fees has been
authorized pursuant to a Shareholder Servicing and
Distribution Plan (the "Plan") approved by the Directors of
the Fund and the shareholders of the Portfolios pursuant to
the requirements of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act") and such authorizations may be
withdrawn at any time.
5. It is understood that the Fund reserves the right, at its
discretion and without notice, to suspend or withdraw the sale
of Class 2 shares of the Portfolios. This Agreement shall not
be construed to authorize the Company to perform any act that
Xxxxxxxx Advisors would not be permitted to perform under the
Distribution and Shareholder Servicing Agreement between the
Fund and Xxxxxxxx Advisors.
6. Subject to the proviso in Section 6 of the Plan, this
Agreement shall continue until December 31 of the year in
which the Plan has first been approved by shareholders and
through December 31 of each year thereafter provided such
continuance is specifically approved at least annually by a
vote of a majority of (i) the Fund's Directors and (ii) the
Qualified Directors cast in person at a meeting called for
the purpose of voting on such approval and provided further
that the Company shall not have notified Xxxxxxxx Advisors
in writing at least 60 days prior to the anniversary date of
the previous continuance that it does not desire such
continuance. This Agreement may be terminated at any time
without payment of any penalty with respect to any Portfolio
by vote of a majority of the Qualified Directors, or by vote
of a majority of the outstanding voting securities of such
Portfolio's Class 2 shares, on 60 days' written notice to
the Company and Xxxxxxxx Advisors. Notwithstanding anything
contained herein, in the event that the Plan shall be
terminated or any part thereof shall be found invalid or
ordered terminated by any regulatory or judicial authority,
or the Company shall fail to perform the services
contemplated by this Agreement, such determination to be
made in good faith by Xxxxxxxx Advisors, this Agreement may
be terminated effective upon receipt of written notice
thereof by the Company. This Agreement will also terminate
automatically in the event of its assignment.
7. All communications to Xxxxxxxx Advisors shall be sent to its
offices, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any notice
to the Company shall be duly given if mailed or telegraphed to
it at the address shown below.
8. As used in this Agreement, the terms "assignment", "interested
person" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings specified in
the Act and in the rules and regulations thereunder and the
term "Qualified Directors" shall mean the Directors of the
Fund who are not interested persons of the Fund and have no
direct or indirect financial interest in the Plan or in any
agreements related to the Plan.
9. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything
herein to the contrary notwithstanding, this Agreement shall
not be construed to require, or to impose any duty upon, any
of the parties to do anything in violation of any applicable
laws or regulations.
IN WITNESS WHEREOF, Xxxxxxxx Advisors and the Company have caused this Agreement
to be executed by their duly authorized offices as of the date first above
written.
XXXXXXXX ADVISORS, INC.
By: _____________________________________
Name:
Title:
CANADA LIFE INSURANCE COMPANY OF AMERICA
By: _____________________________________
Name:
Title:
SCHEDULE A
PORTFOLIOS
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Xxxxxxxx Global Technology Portfolio
Xxxxxxxx Small-Cap Value Portfolio
