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EXHIBIT 11(a)
AGREEMENT
Agreement made this 7th day of February, 1985 by and between Continental
Assurance Company Separate Account (B) (the "Separate Account") and Continental
Assurance Company (the "Company").
1. CNA Investor Services, Inc. ("ISI") is an affiliate of the Company.
Within twenty days after the effective date of this Agreement, the Company will
enter into an agreement with ISI whereunder ISI will report quarterly to the
Company the ISI's net profits as defined in Paragraph 3 hereof in connection
with brokerage services provided by ISI for the Separate Account. ISI will keep
such books and records as are necessary to facilitate such reporting, and such
books and records will be made available to the Company and the Separate Account
for inspection upon reasonable notice to ISI.
2. Subject to its primary obligation to obtain the best execution and price
possible for each brokerage transaction, and its unqualified discretion in the
case of any brokerage transaction to choose any exchange or no exchange for the
execution of the transaction, and recognizing that in many situations, secrecy,
speed and other facts have a bearing on the circumstances of a transaction, the
Company agrees that it will endeavor to make use of the brokerage facilities of
ISI for portfolio brokerage transactions of the Separate Account when such use
is in the best interest of the Separate Account. The Company agrees that an
amount equal to the "net profits" as defined in Paragraph 3 hereof derived by
ISI quarter shall be credited by the Company against the investment advisory fee
payable to the Company by the Separate Account as soon as the amount of such
fees are ascertainable.
3. "Net profits" as used in Paragraphs 1 and 2 hereof shall mean the amount
if any, by which the following credits exceed the following debits:
(a) Gross revenues of ISI derived from its execution of portfolio
brokerage transactions on behalf of the Separate Account will be credited.
(b) Direct expenses, as defined in subparagraph (c) (1) herein, of
transactions described in paragraph (a) herein, will be debited.
(c) As used herein, the following phrases shall have the following
meanings:
(1) "Direct expenses" includes all expense items characterized as
"direct" in accordance with good accounting practice and specifically
includes, but is not limited to, applicable floor brokerage fees,
clearing brokers' fees, commissions on forwarded orders, transfer
taxes, exchange fees, interest charges directly applicable to a
transaction, and other fees and charges relating to brokerage
transactions.
4. This Agreement shall be effective with respect to "net profits" derived
by ISI as defined in Paragraph 3 from Separate Account portfolio brokerage
transactions made after February 7, 1985. Such "net profits" shall be credited
against the investment advisory fee payable to the Company by the Separate
Account as soon as the amount of such fees are ascertainable.
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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. Ryroft
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ATTEST: /s/ Xxxxxx X. Xxxxxx Chairman
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Secretary
CONTINENTAL ASSURANCE COMPANY
By: /s/ Xxxxxx X. Ryroft
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ATTEST: /s/ Xxxxxx X. Xxxxxxx Vice President
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Secretary
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