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EXHIBIT 4(a)
RESTATED AND AMENDED INVESTMENT ADVISORY AGREEMENT
RESTATED AND AMENDED AGREEMENT made this 1st day of May, 1981 by and
between CONTINENTAL ASSURANCE COMPANY SEPARATE ACCOUNT (B) (the "Separate
Account") and CONTINENTAL ASSURANCE COMPANY (the "Company").
1. The Company will furnish the Separate Account with investment advisory
services, statistical services, research facilities and services, will supervise
the composition of the Separate Account's portfolio continuously and will effect
such changes therein as the Company deems advisable, including the nature,
timing and manner of effectuating such changes. The Company, at its own expense,
shall furnish office space to the Separate Account and shall pay the salaries
and fees of Officers and Committee Members of the Separate Account. The
compensation for those services shall be an investment advisory fee payable
monthly, computed at the annual rate of 1/2 of 1% of the average daily net asset
value of the Separate Account.
2. The Company shall bear the following expenses of the Separate Account
and shall be compensated as provided below:
(a) All costs and expenses incident to compliance with federal and
state regulations applicable to any public offering of Investment Units of
the Separate Account, for cash or otherwise, including those relating to
the registration of Investment Units under the Securities Act of 1933, as
amended, the qualification of Investment Units under state securities laws,
the printing or other reproduction and distribution of any registration
statement (and all amendments thereto) under the Securities Act of 1933, as
amended, the preliminary and final prospectuses included therein (to the
extent such prospectuses are distributed to persons who, at the time of the
distribution of such prospectuses, are participants in the Separate
Account) and any other necessary documents required by federal and state
regulations applicable to any such public offering;
(b) All fees involved in registering and maintaining registrations of
the Separate Account and of its Investment Units with the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended;
(c) All charges and expenses of any custodian appointed by the
Separate Account for the safekeeping of its cash, portfolio securities and
other property, other than fees and expenses relating to the lending of
portfolio securities;
(d) All charges and expenses of independent auditors;
(e) All expenses of meetings of the participants and of the Committee
and of preparing, printing and mailing proxy statements and quarterly,
semi-annual and annual reports to participants;
(f) All charges and expenses of legal counsel in connection with
matters relating to the Separate Account, including without limitation,
legal services rendered in connection with the Separate Account's
registrations and qualifications of securities under federal, state and
other laws;
(g) All the expenses of keeping the general accounts and records of
the Separate Account; and
(h) All postage expenses of the Separate Account (other than those
relating to the mailing of prospectuses to persons who, at the time of such
mailing, are not participants in the Separate Account and to the mailing of
sales literature).
As compensation for bearing the expenses set forth in this paragraph, the
Company shall be paid a monthly service fee by the Separate Account, computed at
the annual rate of 0.33 of 1% of the average daily net asset value of the
Separate Account.
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3. The Company shall bear, without compensation, the following expenses of
the Separate Account:
(a) All costs and expenses relating to the printing or other
reproduction and distribution of preliminary and final prospectuses to
persons who, at the time of the distribution of such prospectuses, are not
participants in the Separate Account;
(b) All costs and expenses relating to the advertising of Investment
Units of the Separate Account, including without limitation, the overhead
allocated to the supervision of brokers and dealers selling Investment
Units and the printing and mailing of sales literature;
(c) All costs and expenses relating to the printing or other
reproduction and distribution of any underwriting documents incident to a
public offering of Investment Units of the Separate Account, and review by
the National Association of Securities Dealers, Inc. of any underwriting
arrangement; and
(d) All other expenses primarily intended to result in the sale of
Investment Units of the Separate Account.
4. Notwithstanding the provisions of Section 1 hereof, the Separate Account
shall pay all fees and expenses attributable to the lending of its portfolio
securities.
5. This Agreement shall not be materially amended without the affirmative
vote or written consent of the holders of a majority of the outstanding
Investment Units of the Separate Account.
6. This Agreement may be terminated at any time by either party, without
the payment of any penalty, on sixty days written notice. Such action may be
taken by the Company or by either the Committee of the Separate Account or the
holders of a majority of its outstanding Investment Units.
7. This Agreement shall terminate automatically in the event of its
assignment.
8. This Agreement shall become effective at the close of business on May 1,
1981 and shall continue in force for one year from such date and indefinitely
thereafter, but only so long as the continuance after such year shall be
specifically approved at least annually by the vote of a majority of the members
of the Committee of the Separate Account who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
IN WITNESS WHEREOF, the Separate Account and the Company have caused this
Agreement to be duly executed the day and year above written.
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (B)
By: /s/ XXXXXX X. XXXXXXX
Chairman
ATTEST: /s/ XXXXXX X. XXXXXX
Secretary
CONTINENTAL ASSURANCE COMPANY
By: /s/ XXXXXX X. XXXXXXX
Vice President
ATTEST: /s/ XXXXXX X. XXXXXXX
Corporate Secretary
