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EXHIBIT 9(a)
Form of Accounting Services Agreement
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ACCOUNTING SERVICES AGREEMENT
BETWEEN
CANADA LIFE INSURANCE COMPANY OF AMERICA
AND
CANADA LIFE OF AMERICA SERIES FUND, INC.
THIS AGREEMENT, entered into this ____ day of ______________, 1989, by
and between Canada Life Insurance Company of America, a Michigan corporation,
hereinafter referred to as "CLICA," and Canada Life of America Series Fund,
Inc., a Maryland corporation, hereinafter referred to as "Fund."
WITNESSETH:
WHEREAS, the Fund currently issues shares in four portfolios, which,
together with any subsequently created portfolios, shall hereinafter be referred
to as the "Portfolios";
WHEREAS, the Fund desires to obtain certain accounting and other services
from CLICA; and
WHEREAS, CLICA desires to provide such services for the Fund;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties agree as follows:
I. CLICA agrees to:
A. Maintain all books, accounts, ledgers, journals, supporting
documents and supplementary records pertaining to the business of the Fund
which constitute the record forming the basis for financial statements
required of the Fund by
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law or required by resolution of the Fund Board of Directors. These
records shall be the property of the Fund, and shall be available to the
Fund for inspection, audit, and copying upon request of the Fund. In
addition, the records shall be made available to authorized regulatory
authorities.
B. Obtain pricing information, price the assets of the Fund,
and calculate the net asset value of each of the Portfolios of the Fund
in accordance with the Fund's current prospectus and communicate same to
the Fund's transfer agent on each day that the net asset value per share
is calculated for the Portfolios.
C. Provide the personnel and facilities necessary to process
payment of all Fund expenditures, as authorized by the Fund.
D. Maintain all records of a financial nature pertaining to
Fund portfolio transactions as are required by law or resolution of the
Fund Board of Directors. These records shall be subject to the provisions
of I.A. above.
E. Prepare monthly and quarterly financial statements, any
statistical reports requested by the Fund Board of Directors and
supporting accounting work papers.
F. Provide the Fund Board of Directors with the quarterly
financial statements and statistical reports.
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G. Prepare such other reports and analyses as requested by the
Fund Board of Directors to be presented at their meetings.
H. Prepare financial statements and any other related per
share data required for inclusion in the annual and semi-annual reports
to shareholders and amendments to the Fund's registration statement.
I. Prepare for timely filing all the Fund's required
governmental (state and federal) reports, tax returns and other filings,
which CLICA is not otherwise required to prepare pursuant to the terms of
other agreements in effect between the Fund and CLICA.
J. Prepare recommendations to the Fund Board of Directors
regarding the payment of income dividends and capital gains
distributions.
K. Maintain or cause to be maintained all other books,
accounts and other documents that are required to be maintained by Rule
31a-1 under the Investment Company Act of 1940 that are not required to
be maintained for the Fund pursuant to some other agreement between the
Fund and CLICA or another party. These books, accounts and documents
shall be subject to the provisions of I.A. above.
L. Preserve or cause to be preserved for the periods required
in Rule 3la-2 under the Investment Company Act of 1940 all records
covered by this Agreement that are required
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to be maintained by Rule 31a-1. These records shall be subject to the
provisions of I.A. above.
II. The Fund agrees to pay to CLICA the following amounts as consideration
for the services performed under this Agreement:
A. The costs of accounting services performed by CLICA that
are identifiable as expenses incurred directly and exlusively for the
benefit of the Fund;
B. With respect to the costs of accounting services performed
by CLICA but that are not readily identifiable as expenses incurred
directly and exclusively for the benefit of the Fund shall be paid by the
Fund as follows:
1. Until CLICA notifies the Fund otherwise, the cost of
accounting services performed by CLICA shall be calculated
on a time log and xxxx basis; i.e., as a percentage of the
salary of personnel attributable to accounting services
functions.
2. Upon written notice by CLICA to the Fund, the cost
of accounting services shall be calculated by CLICA in
accordance with its Functional Cost Accounting System
whereby an appropriate percentage of time and other costs
associated with the provision of accounting services to the
Fund will be allocated to the Fund.
The manner of calculation of costs of accounting services shall be
reviewed and amended by the parties as necessary from time to time.
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III. The parties hereto mutually agree:
A. That this Agreement shall become effective on the 28th day
of August, 1989, shall remain in effect until August 28, 1990, and shall
continue in effect from year to year thereafter, unless sooner terminated
as hereinafter provided, so long as the continuance of the Agreement is
approved at least annually by a majority of the Directors who are not
parties to the Agreement or "interested persons" as that term is defined
in the Investment Company Act of 1940.
B. That either party may terminate this Agreement at any time
by giving 60 days' written notice of such termination to the other party,
or at any time for cause.
C. That any amendment to this Agreement must be in writing,
executed by both parties hereto.
D. That notices and other writings delivered or mailed postage
prepaid to the Fund or to CLICA at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0 shall be deemed to have been properly delivered
or given hereunder to the respective parties.
E. That neither the Fund shareholders nor Fund directors,
officers or employees shall be personally liable hereunder.
F. That this Agreement is subject to and shall be construed
according to the laws of the state of Maryland.
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IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed in its name and on its behalf and under its corporate or trust
seal by and through its duly authorized officers on the day and year above
stated.
ATTEST: CANADA LIFE OF AMERICA
SERIES FUND, INC.
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By: Its Assistant By:
Secretary
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ATTEST: CANADA LIFE INSURANCE COMPANY
OF AMERICA
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By: Its Assistant By: Its Vice President
Secretary
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