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Exhibit 8(a)(e)
Participation Agreement Between Fidelity Distributors Corporation
and
Canada Life of New York
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PARTICIPATION AGREEMENT
Between
FIDELITY DISTRIBUTORS CORPORATION
and
CANADA LIFE INSURANCE COMPANY OF NEW YORK
THIS AGREEMENT, made and entered into as of this 15th day of April,
1994 by and between Canada Life Insurance Company of New York, (hereinafter the
"Company"), a Michigan corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto, as may
be amended from time to time, (each such account hereinafter referred to as an
"Account" and collectively as the "Accounts"), and FIDELITY DISTRIBUTORS
CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation.
WHEREAS, each Fund set forth on Schedule A hereto (which may be amended
from time to time by mutual written consent) engages in business as an open-end
management investment company.
WHEREAS, the beneficial interest in any Fund may be divided into
several series of shares, each designated a "Portfolio" as set forth in Schedule
A and representing the interest in a particular managed portfolio of securities
and other assets; and
WHEREAS, the Company has established the Accounts, to serve as
investment vehicles for the group annuity contracts offered by the Company set
forth on Schedule A (which may be amended from time to time by mutual written
consent) ("Contracts"). Selection of a particular investment company is made by
the owner of a certificate issued under a Contract ("Certificate") in accordance
with the provisions of the applicable Contract; and
WHEREAS, the Underwriter is registered as a broker/dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (hereinafter
"NASD"); and
WHEREAS, to the extent permitted by applicable securities and insurance
laws and regulations, the Company intends to purchase shares in the Portfolios
on behalf of each Account to fund certain of the aforesaid variable annuity
contracts.
NOW, THEREFORE, in consideration of their mutual promises, the Company
and the Underwriter agree as follows:
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ARTICLE I. Sale of Fund Shares
1.1. The Underwriter agrees to make available shares of the Portfolios
indefinitely for purchase at the applicable net asset value per share next
computed in accordance with the then current prospectus for the applicable Fund
after receipt by the applicable Fund of the order for purchase by the Company
and its Accounts on those days on which the applicable Fund calculates its net
asset value pursuant to rules of the SEC; provided that the Company qualifies
for any sales load waiver described in the then current prospectus for such
Portfolio. The Company shall pay for Fund shares on the next Business Day after
an order to purchase Fund shares is made. Payment shall be in federal funds
transmitted by wire. Upon receipt by a Fund of the federal funds so wired, for
purposes of Section 2.6 such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Fund. The Funds shall use
reasonable efforts to calculate such net asset value on each day that the New
York Stock Exchange is open for trading and to make their net asset values
available to the Company by 7 p.m. Boston time. Notwithstanding the foregoing,
the Board of Trustees of the Funds (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.
1.2. Each Fund, on behalf of its Portfolios, agrees to redeem for cash,
on the Company's request, any full or fractional shares of the Portfolios held
by the Company, executing such requests on a daily basis at the net asset value
next computed in accordance with the then current prospectus for the applicable
Fund after receipt by the applicable Fund of the request for redemption.
1.3. The Company agrees that all net amounts available under the
Contracts shall be invested in the Portfolios, or in the Company's general
account, provided that such amounts may also be invested in an investment
company other than the Portfolios if (a) such other investment company, or
series thereof, has investment objectives or policies that are substantially
different from the investment objectives and policies of all the Portfolios; or
(b) the Company gives the Underwriter 60 days written notice of its intention to
make such other investment company available as a funding vehicle for the
Contracts; or (c) such other investment company was available as a funding
vehicle for the Contracts prior to the date of this Agreement and the Company so
informs the Underwriter prior to their signing this Agreement; or (d) the
Underwriter consents to the use of such other investment company.
1.4. Issuance and transfer of the Portfolios, shares will be by book
entry only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Portfolios will be recorded in an appropriate title for
each Account or the appropriate subaccount of each Account.
1.5. The Funds shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Funds shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.
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1.6 The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to shares attributable to the Company's assets held in the
Account) except (i) as necessary to implement Contract Owner or plan participant
initiated or approved transactions, or (ii) as required by state and/or federal
laws or regulations or judicial or legal precedent of general application
(hereinafter referred to as "Legally Required Redemptions"). Upon request, the
Company will promptly furnish to the Underwriter the opinion of counsel for the
Company (which counsel shall be reasonably satisfactory to the Underwriter) to
the effect that any redemption pursuant to clause (ii) above is a Legally
Required Redemption. Furthermore, except in cases where permitted under the
terms of the Contracts or the plans funded thereby, the Company shall not
prevent Contract Owners or plan participants, as the case may be, from
allocating payments to a Fund that was otherwise available under the Contracts
or the plans, as appropriate, without first giving the Underwriter 90 days
notice of its intention to do so.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts and
Certificates are or will be registered under the Securities Act of 1933 ("1933
Act") or are exempt from registration thereof; that the Contracts and
Certificates will be issued and sold in compliance in all material respects with
all applicable Federal and State laws and that the sale of the Contracts and
Certificates shall comply in all material respects with state insurance
suitability requirements. The Company further represents and warrants that it is
an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account prior to any
issuance or sale thereof as a segregated asset account under Section 500.925 of
the Michigan Insurance Code and that each Account is or will be registered as a
unit investment trust in accordance with the provisions of the Investment
Company Act of 1940 ("1940 Act") to serve as a segregated investment account for
the Contracts or is exempt from registration thereunder.
2.2. The Underwriter represents that each Fund is currently qualified
as a Regulated Investment Company under Subchapter M of the Internal Revenue
Code of 1986, as amended, (the "Code") and that it will make every effort to
maintain such qualification (under Subchapter M or any successor or similar
provision) and that it will notify the Company immediately upon having a
reasonable basis for believing that any Fund ceased to so qualify or might not
so qualify in the future.
2.3. The Company represents that the Contracts and Certificates are
currently treated as annuity contracts under applicable provisions of the Code
and that it will make every effort to maintain such treatment and that it will
notify the Underwriter immediately upon having a reasonable basis for believing
that the Contracts or Certificates have ceased to be so treated or that they
might not be so treated in the future.
2.4. The Underwriter makes no representation as to whether any aspect
of any Fund's operations (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or regulations of the
various states.
2.5. The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell
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and distribute the Fund shares in accordance with all applicable state and
federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 0000 Xxx.
2.6. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Funds are and shall continue to be at
all times covered by a blanket fidelity bond or similar coverage for the benefit
of the Funds, in an amount not less than the minimum coverage as required
currently of entities subject to the requirements of Rule 17g-1 of the 1940 Act
or related provisions as may be promulgated from time to time. The aforesaid
Bond shall include coverage for larceny and embezzlement and shall be issued by
a reputable bonding company.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. Unless otherwise required by applicable federal law, the Company
will distribute to Certificate owners all proxy material furnished by the Funds
and will vote Portfolio shares in accordance with instructions received from
those Certificate owners with Certificate value allocated to Portfolio shares.
The Company shall vote Portfolio shares for which no instructions have been
received in the same proportion as shares for which such instructions have been
received from Certificate owners. The Company and its agents will in no way
recommend action in connection with or oppose or interfere with the solicitation
of proxies for Portfolio shares held by Certificate owners.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the
Underwriter or its designee, each piece of sales literature or other promotional
material in which any Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use. No such material shall
be used if the Underwriter or its designee objects to such use within fifteen
Business Days after receipt of such material.
4.2. The Company shall not give any information or make any
representations or statements on behalf of any Fund or concerning any Fund in
connection with the sale of the Contracts and Certificates other than the
information or representations contained in the registration statement or
prospectus for such Fund shares, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports or proxy
statements for such Fund, or in sales literature or other promotional material
approved by the Underwriter or its designee, except with the permission of the
Underwriter or its designee.
4.3. Sales literature in which any Fund or its investment advisor is
named shall be submitted to the SEC or NASD for review as required by applicable
law. Copies of any comments received shall be sent to the Underwriter or its
designee.
4.4. The Underwriter or its designee shall furnish, or shall cause to
be furnished, to the Company or its designee, each piece of sales literature or
other promotional material in which the Company or any Account is named, at
least fifteen Business Days prior to its use. No such material shall be used if
the Company or its designee objects to such use within fifteen Business Days
after receipt of such material.
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4.5. The Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, any Account,
the Contracts or the Certificates other than the information or representations
in sales literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.6. The Company will provide to the Underwriter at least one complete
copy of all registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, applications for
exemptions, requests for no action letters, and all amendments to any of the
above, that relate to the Contracts or any Account, contemporaneously with the
filing of such document with the SEC or other regulatory authorities.
4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.
ARTICLE V. Fees and Expenses
5.1. The Underwriter shall pay no fee or other compensation to the
Company under this agreement, except that if a Fund or any Portfolio adopts and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then
the Underwriter may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing and such
payments will be made out of existing fees otherwise payable to the Underwriter,
past profits of the Underwriter or other resources available to the Underwriter.
5.2. Each Fund shall bear the expenses for the cost of registration and
qualification of its shares, preparation and filing of its prospectus and
registration statement, proxy materials and reports. The Underwriter shall
provide to the Company one copy for each Account of each Fund's prospectus,
proxy materials and reports. The Company shall provide, at its own expense
unless otherwise agreed to in writing by the Company and any affiliate of the
Underwriter, a copy of such prospectuses, proxy materials and reports to
Certificate owners who have allocated a portion of their Certificate value to
the applicable Fund. In addition, the Company shall not permit any Certificate
owner to allocate any portion of their Certificate value to a Fund unless prior
to such allocation such Certificate owner has received a copy of the Fund's
current prospectus.
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ARTICLE VI. Indemnification
6.1. Indemnification By the Company
6.1(a). The Company agrees to indemnify and hold harmless each Fund and
each trustee of the Board and officers and each person, if any, who controls any
Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 6.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including legal and other
expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of any Fund's shares, the Contracts or
the Certificates and arise out of or result from or are based upon:
(i) any untrue statements or alleged untrue statements of any
material fact contained in the Registration Statement or
prospectus for the Contracts or contained in the Contracts or
Certificates or sales literature for the Contracts or
Certificates (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission
was made in reliance upon and in conformity with information
furnished to the Company by or on behalf of any Fund for use
in the Registration Statement or prospectus for the Contracts
or Certificates or in the Contracts or Certificates or sales
literature (or any amendment or supplement thereto) or
otherwise for use in connection with the sale of the Contracts
or Certificates or any Fund shares; or
(ii) statements or representations (other than statements or
representations contained in the Registration Statement,
prospectus or sales literature of any Fund not supplied by the
Company, or persons under its control) or wrongful conduct of
the Company or persons under its control, with respect to the
sale or distribution of the Contracts or Certificates or any
Fund Shares; or
(iii) untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement,
prospectus, or sales literature of any Fund or any amendment
thereof or supplement thereto or the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such a statement or omission was made in
reliance upon information furnished to the Underwriter by or
on behalf of the Company; or
(iv) failure by the Company to provide the services and
furnish the materials under the terms of this Agreement; or
(v) material breach of any representation and/or warranty made
by the Company in this Agreement or any other material breach
of this Agreement by the Company.
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6.1(b). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at its own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Company will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.
6.1(c). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of any Fund's Shares or the Contracts or Certificates or
the operation of any Fund.
6.2. Indemnification by the Underwriter
6.2(a). The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 6.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of any Fund's shares or the
Contracts or Certificates and arise out of or result from or are based upon any:
(i) untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement or
prospectus or sales literature of any Fund (or any amendment
or supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as
to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Underwriter by or
on behalf of the Company for use in the Registration Statement
or prospectus for any Fund or in sales literature (or any
amendment or supplement thereto) or otherwise for use in
connection with the sale of the Contracts or Certificates or
any Fund shares; or
(ii) statements or representations (other than statements or
representations contained in the Registration Statement,
prospectus or sales literature for the Contracts or
Certificates not supplied by the Underwriter or persons under
its control) or wrongful conduct of any
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Fund, or Underwriter or persons under their control, with
respect to the sale or distribution of the Contracts or
Certificates or any Fund shares; or
(iii) untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement,
prospectus, or sales literature covering the Contracts or
Certificates, or any amendment thereof or supplement thereto,
or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if
such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of any
Fund; or
(iv) failure by any Fund to provide the services and furnish
the materials under the terms of this Agreement; or
(v) material breach of any representation and/or warranty made
by the Underwriter in this Agreement or any other material
breach of this Agreement by the Underwriter.
6.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
6.2(c). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or
Certificates or the operation of any Account.
ARTICLE VII. Applicable Law
7.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
7.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the SEC
may grant and the terms hereof shall be interpreted and construed in accordance
therewith.
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ARTICLE VIII. Termination
8.1. This Agreement shall continue in full force and effect until the
first to occur of:
(a) termination by any party for any reason on sixty (60) days'
advance written notice delivered to the other parties; or
(b) termination by the Company by written notice to the
Underwriter with respect to any Portfolio based upon the
Company's determination that shares of such Portfolio are not
reasonably available to meet the requirements of the
Contracts; or
(c) termination by the Company by written notice to the
Underwriter with respect to any Portfolio in the event any of
the Portfolio's shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such
law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by
the Company; or
(d) termination by the Company by written notice to the
Underwriter with respect to any Portfolio in the event that
such Portfolio ceases to qualify as a Regulated Investment
Company under Subchapter M of the Code or under any successor
or similar provision, or if the Company reasonably believes
that such Fund may fail to so qualify; or
(e) termination by the Underwriter by written notice to the
Company, in its sole judgment exercised in good faith, that
the Company and/or its affiliated companies has suffered a
material adverse change in its business, operations, financial
condition or prospects since the date of this Agreement or is
the subject of material adverse publicity; or
(f) termination by the Company by written notice to the
Underwriter, if the Company shall determine, in its sole
judgment exercised in good faith, that the Underwriter has
suffered a material adverse change in its business,
operations, financial condition or prospects since the date of
this Agreement or is the subject of material adverse
publicity.
8.2 Notwithstanding any termination of this Agreement, the Underwriter
shall, at the option of the Company, continue to make available additional
shares of the Funds pursuant to the terms and conditions of this Agreement, for
all Contracts in effect on the effective date of termination of this Agreement.
ARTICLE IX. Notices
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Underwriter:
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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Attention: Treasurer
If to the Company
Canada Life Insurance Company of New York
0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
ARTICLE X. Miscellaneous
10.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and Certificates and all information reasonably
identified as confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or utilize such
names and addresses and other confidential information without the express
written consent of the affected party until after such time, if any, as it has
come into the public domain.
10.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
10.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
10.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
10.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall, permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
10.6. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
10.7. This Agreement or any of the rights and obligations hereunder may
not be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Underwriter may assign this Agreement or any
rights or obligations hereunder to any affiliate of or company under common
control with the Underwriter, if such assignee is duly licensed and registered
to perform the obligations of the Underwriter under this Agreement.
10.8. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee copies of the following reports:
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(a) the Company's annual statement (prepared under statutory
accounting principles) and annual report (prepared under
generally accepted accounting principles ("GAAP")), as soon as
practical and in any event within 90 days after the end of
each fiscal year;
(b) the Company's quarterly statements (statutory and GAAP), as
soon as practical and in any event within 45 days after the
end of each quarterly period;
(c) any financial statement, proxy statement, notice or report of
the Company sent to stockholders and/or policyholders, as
soon as practical after the delivery thereof to stockholders;
(d) any registration statement (without exhibits) and financial
reports of the Company filed with the Securities and Exchange
Commission or any state insurance regulator, as soon as
practical after the filing thereof;
(e) any other report submitted to the Company by independent
accountants in connection with any annual, interim or special
audit made by them of the books of the Company, as soon as
practical after the receipt thereof.
10.9 All persons dealing with any Fund must look solely to the property
of the Fund for the enforcement of any claims against the Fund as neither the
Board, officers, agents or shareholders of any Fund assume any personal
liability for obligations entered into or on behalf of the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.
CANADA LIFE INSURANCE COMPANY OF NEW YORK
By its authorized officers,
By: /s/
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Title: PRESIDENT
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Date: APRIL 29, 1994
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By: /s/ X.X. Xxxxxx
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Title: DIRECTOR, GROUP SALES
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Date: APRIL 29, 1994
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FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,
By: /s/
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Title: President
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Date: 4/28/94
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SCHEDULE A
Name and Date of
Formation of Policy Form Numbers of Contracts Corresponding Mutual
Separate Account Issued Through Separate Account Fund or Fund Portfolio
---------------- ------------------------------- ----------------------
Canada Life Insurance Canada Life 401(k) Fidelity Advisor Growth Opportunities Fund
Company of New York Fidelity Advisor Income and Growth Fund
Annuity Account 2 Fidelity Advisor High Yield Fund
(2-25-93) Fidelity VIP Fund Overseas Portfolio
Fidelity VIP Fund II Asset Manager Portfolio
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