EXHIBIT (d)(1)
Investment Advisory Agreement Between CL Capital Management, Inc.
(CLCM) and Canada Life of America Series Fund, Inc.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of May, 1995, between CL CAPITAL MANAGEMENT,
INC., a Georgia corporation (hereafter referred to as the "Investment Advisor"),
and CANADA LIFE OF AMERICA SERIES FUND, INC., a Maryland corporation
(hereinafter referred to as the "Fund").
WITNESSETH
WHEREAS, the Fund engages in business as a diversified, open-end, management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act") and currently
has six classes of stock, designated the Equity Series, the Bond
Series, the Money Market Series, Capital Series, International Equity Series and
the Managed Series (each a "Series"; together, the "Series"); and
WHEREAS, the Investment Adviser engages principally in rendering management
and investment advisory services and is registered as an investment adviser
under the Investment Advisers Act of 1940; and
WHEREAS, the Investment Adviser is willing to provide management and
investment advisory services to the aforementioned Series, on the terms and
conditions set forth in this Investment Advisory Agreement (the "Agreement").
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Investment Adviser hereby agree to this
Agreement as follows:
ARTICLE I
DUTIES OF THE INVESTMENT ADVISER
The Fund hereby employs the Investment Adviser to act as the manager and
investment adviser of each Series of the Fund now established and, upon written
notice thereof to the Investment Adviser, of each Series established hereafter,
and to furnish (or in connection with management services, arrange for
affiliates to furnish), the management and investment advisory services
described below, subject to the supervision of the Board of Directors of the
Fund, for the period and on the terms and conditions set forth in this
Agreement. The 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. In connection therewith, the Investment
Adviser may retain subadvisers with respect to one or more Series to render such
services and to assume the obligations herein set forth, subject to the
provisions of the Investment Company Act. The Investment Adviser and its
affiliates shall for all purposes herein be deemed to be independent contractors
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Fund in any way or otherwise be deemed agents of the
Fund.
(a) Management Services. The Investment Adviser shall perform (or arrange
for the performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund, including processing
shareholder orders, administering shareholder accounts and handling shareholder
relations. The Investment Adviser shall provide the Fund with office space,
equipment, facilities and such other services as the Investment Adviser, subject
to review by the Board of Directors of the Fund, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The
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Investment Adviser shall also, on behalf of the Fund, conduct relations with
custodians, depositories, transfer agents, dividend disbursing agents, other
shareholder service agents, accountants, attorneys, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and such other persons in any
such other capacity deemed to be necessary or desirable. The Investment Adviser
shall make reports to the Board of Directors of the Fund of its performance of
obligations hereunder and furnish advice and recommendations with respect to
such other aspects of the business and affairs of the Fund as it shall determine
to be desirable.
(b) Investment Advisory Services. The Investment Adviser shall provide the
Fund 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
each Series of the Fund, shall furnish continuously an investment program for
each Series, shall determine from time to time which securities shall be
purchased, sold or exchanged and what portions of the 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 each Series,
including providing or obtaining such services as may be necessary in managing,
acquiring or disposing of investments. The Investment Adviser's services shall
be subject always to the control and supervision of the Board of Directors, 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 Series' investment objectives, investment policies
and investment restrictions as the same are set forth in the currently effective
prospectus relating to the shares of the Fund under the Securities Act of 1933,
as amended (the "Prospectus"), appropriate state insurance laws, and any
applicable provisions of the Internal Revenue Code of 1986. The Investment
Adviser shall also make decisions for the Fund as to the manner in which voting
rights, rights to consent to corporate action and any other rights pertaining to
the Fund's portfolio securities shall be exercised. Should the Board of
Directors of the Fund at any time make any definite determination as to
investment policy and notify the Investment Adviser thereof in writing, the
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.
The Investment Adviser shall take, on behalf of the Fund, 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 Fund's account with brokers or dealers selected
by it, and to that end, the 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 Fund. In connection with
the selection of such brokers or dealers and the placing of such orders with
respect to assets of the Fund, the 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
Prospectus. 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 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 Investment Adviser
may also take into consideration research and statistical information and wire
and other quotation services provided to the Investment Adviser. However, the
Investment Adviser shall select only brokers whose commissions it
believes are reasonable. The 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 Investment Adviser in
connection with the performance of its obligations under this Agreement or in
connection with other advisory or investment operations.
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ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
(a) The Investment Adviser. The Investment Adviser assumes the expense of
and shall pay for maintaining the staff and personnel necessary to perform its
obligations under this Agreement, and shall at its own expense provide the
office space, equipment and facilities which it is obligated to provide under
Article I hereof, and shall pay all compensation of officers of the Fund and all
Directors of the Fund who are affiliated persons of the Investment Adviser.
(b) The Fund. The Fund assumes and shall pay or cause to be paid all other
expenses of the Fund, including, without limitation, the following: taxes,
expenses for legal and auditing services, costs of printing proxies, stock
certificates, shareholder reports and prospectuses (except to the extent such
prospectuses are used in connection with the sale and distribution of investment
company securities), charges of the Custodian and Transfer Agent, expenses of
redemption of shares, Securities and Exchange Commission fees, expenses of
registering the shares under federal and state securities laws, fees and actual
out-of-pocket expenses of Directors who are not affiliated persons of the
Investment Adviser, accounting and pricing costs (including the daily
calculation of the net asset value), insurance, interest, brokerage costs,
litigation and other extraordinary or non-recurring expenses, and other expenses
properly payable by the Fund.
ARTICLE III
COMPENSATION OF THE INVESTMENT ADVISER
For the services rendered, the facilities furnished and expenses assumed by
the Investment Adviser, each Series of the Fund shall pay to the Investment
Adviser at the end of each calender month a fee based upon the average daily
value of the net assets of the Series, as determined and computed in accordance
with the description of the determination of the net asset value contained in
the Prospectus, at the annual rate specified below:
Equity Series .50%
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Bond Series .50%
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Managed Series .50%
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Capital Series .50%
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Money Market Series .50%
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International Equity Series .80%
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commencing with respect to each Series on the day following the effectiveness
hereof with respect to such Series. During any period when the determination of
net asset value is suspended by the Board of Directors of the Fund, the net
asset value of a Series as of the last business day prior to such suspension
shall for this purpose be deemed to be the net asset value at the close of each
succeeding business day until net asset value is again determined.
ARTICLE IV
LIMITATION OF LIABILITY OF THE INVESTMENT ADVISOR
The Investment Adviser shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in the management of the Fund, except for (i) willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties hereunder, and (ii) negligence
or misconduct in connection with management services. As used in this Article
IV, the term "Investment Adviser" shall include any affiliates of the Investment
Adviser performing services for the Fund contemplated hereby and Directors,
officers, and employees of the Investment Adviser and such affiliates.
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ARTICLE V
ACTIVITIES OF THE INVESTMENT ADVISER
The services of the Investment Adviser to the Fund are not deemed to be
exclusive, and the Investment Adviser is free to render services to others, so
long as the Investment Adviser's services under this Agreement are not impaired.
It is understood that Directors, officers, employees, and shareholders of the
Fund are or may become interested in the Investment Adviser, as Directors,
officers, employees, and shareholders or otherwise, and the Investment Adviser
may become interested in the Fund as a shareholder or otherwise. It is agreed
that the Investment Adviser may use any supplemental investment research
obtained for the benefit of the Fund in providing investment advice to its other
investment advisory accounts. The 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 Investment Adviser or
other entities advised by the Investment Adviser will be considered by and may
be useful to the Investment Adviser in carrying out its obligations to the Fund.
Securities held by the Fund may also be held by separate investment
accounts or other mutual funds for which the Investment Adviser may act as an
adviser or by the Investment Adviser or its affiliates. Because of different
investment objectives or other factors, a particular security may be bought by
the 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 Fund or other entities for which the Investment Adviser or its
affiliates act as investment adviser or for their advisory clients arise for
consideration at or about the same time, the Fund agrees that the 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 Investment
Adviser during the same period may increase the demand for securities being
purchased or the supply of securities being sold, the Fund recognizes that there
may be an adverse effect on price.
It is agreed that, on occasions when the Investment Adviser deems the
purchase or sale of a security to be in the best interest of the Fund 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 Investment Adviser in the manner it considers
to be most equitable and consistent with its fiduciary obligations to the Fund
and to such other accounts or companies. The Fund recognizes that in some cases
this procedure may adversely affect the size of the position obtainable for a
Series of the Fund.
ARTICLE VI
BOOKS AND RECORDS
The Investment Adviser agrees that all books and records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any such books, records or information upon the
Fund's request. All such books and records 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 Investment Adviser's offices. The Fund or its
authorized representative shall have the right to copy any records in the
possession of the Investment Adviser which pertain to the Fund. Such books,
records, information or reports shall be available to properly constituted
governmental authorities consistent with state and federal law and/or
regulations. The 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 Investment Adviser.
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ARTICLE VII
DURATION AND TERMINATION OF THIS AGREEMENT
As to the Equity Series, Bond Series, Managed Series, Money Market
Series, Capital Series and International Series of the Fund, this Agreement
shall become effective as of the date first above written. As to each Series of
the Fund created subsequent to the effective date of this Agreement, this
Agreement shall not become effective unless and until it is approved by the
Fund's Board of Directors, including a majority of Directors who are not parties
to this Agreement or interested persons of any such party to this Agreement, and
shall continue in effect until the date of the first annual or special meeting
of shareholders of such Series. This Agreement shall continue in effect from
year to year with respect to each Series of the Fund 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 such
Series of the Fund 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 as to any Series or all
Series, 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 such
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
willful misfeasance, bad faith, or gross negligence by the Investment Adviser in
the performance of its duties or reckless disregard by it of its obligations and
duties under this Agreement. If this Agreement is terminated only with respect
to one or more, but less than all, of the Series, the Agreement shall remain in
effect with respect to the remaining Series. This Agreement shall Automatically
terminate in the event of its assignment.
ARTICLE VIII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the vote of a majority of outstanding voting
securities of each Series of the Fund affected by such amendment, 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.
ARTICLE IX
DEFINITIONS OF CERTAIN TERMS
The term "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person," and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
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ARTICLE X
GOVERNING LAW
This Agreement shall be construed in accordance with laws of the State of
Georgia, and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of Georgia, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
CL CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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Its: Vice President
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CANADA LIFE OF AMERICA SERIES FUND, INC.
By: /s/ D.V. Rough
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D.V. Rough
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Its: Treasurer
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