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EXHIBIT 10t
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.
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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.
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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:
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Name:
Title:
CANADA LIFE INSURANCE COMPANY OF
AMERICA
By:
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Name:
Title:
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SCHEDULE A
PORTFOLIOS
Xxxxxxxx Global Technology Portfolio
Xxxxxxxx Small-Cap Value Portfolio
