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EXHIBIT 11
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement dated this 28th day of June 1996 is by and between Continental
Assurance Company on behalf of its Separate Account (B) (herein called
"Company"), an Investment Company under the Investment Company Act of 1940, and
the Joint Retirement Board of the Rabbinical Assembly of America, et al (herein
called "Joint Retirement Board"), a non-profit organization.
WITNESSETH:
WHEREAS, the Company issues certain group annuity products through its Separate
Account (B);
WHEREAS, the Joint Retirement Board is a contractholder of Group Annuity
products issued by the Company's Separate Account (B) under an Agreement
identified as GP-261-A-2 effective as of September 1, 1968 ("Group Annuity
Contract");
WHEREAS, certain individuals have an interest in the Separate Account by reason
of purchase payments made by such persons pursuant to the Group Annuity
Contract ("Participants");
WHEREAS, the Company has the right to charge Participants for administrative
services relating to contracts such as the Group Annuity Contract;
WHEREAS, the Company has reserved the right in the Prospectus to increase the
rate of deductions to Participants for administrative expenses; and
WHEREAS, Joint Retirement Board and the Company have agreed that the Joint
Retirement Board will perform certain of these administrative services relating
to the Group Annuity Contract on behalf of the Company for the benefit of
participants.
NOW, THEREFORE;
In consideration of the agreements set forth below and other good and valuable
consideration, the receipt of which is hereby acknowledged, Company and Joint
Retirement Board hereby agree as follows:
1. Appointment and Scope of Work.
The Company hereby appoints the Joint Retirement Board, and the Joint
Retirement Board hereby accepts the appointment, effective as of August 1, 1996
as provider of the administrative services listed in Annex A relating to the
Group Annuity Contract on the terms and conditions contained herein. The
duties listed in Annex A may be amended periodically in writing by mutual
agreement of the Company and the Joint Retirement Board.
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2. Fee Schedule.
For all of Joint Retirement Board's services to Participant's hereunder,
the Company agrees to pay to the Joint Retirement Board fees out of each
Participant's Net Asset Value(1) as follows:
2.1 The Joint Retirement Board shall be entitled to administrative
fees commencing August 1, 1996, calculated and payable annually at a
rate of 35 basis points of the Net Asset Value of the account of each
participant under the Group Annuity Contract at each August 1.
2.2 The Company shall furnish to the Joint Retirement Board a
statement setting forth the computation of the annual administrative
fees promptly following each August 1. The total annual fees shall be
due and payable within 30 calendar days after each August 1.
2.3 Expenses arising in connection with the Joint Retirement Board's
services to the Company under this Agreement shall be the
responsibility of the Joint Retirement Board.
3. Scope of Liabilities.
3.1 The Joint Retirement Board shall be liable to the Company for any loss,
damage, expense or claim occasioned by any negligent act or omission,
whether by the Joint Retirement Board or its agent, in connection with the
performance of the Joint Retirement Board's services hereunder. The Joint
Retirement Board is responsible for compliance, by the Joint Retirement
Board or its agents, with all applicable laws, including the Insurance Code
of the State of Illinois and applicable securities laws.
4. Independent Contractor.
For all purposes of this Agreement, the Joint Retirement Board shall be an
independent contractor and not an employee or dependent agent of the
Company; nor shall anything herein be construed as making the Company a
partner or co-venturer with the Joint Retirement Board or any of its
associated persons or other Companies. Except as specifically provided in
this Agreement, the Joint Retirement Board shall not have any authority to
bind, obligate or represent the Company.
5. Termination.
This Agreement shall terminate effective upon the Joint Retirement Board or
the Company receiving from the other written notice of termination at least
30 days prior to the termination date. Such termination shall be without
payment of any penalty. All fees otherwise payable by the Company to the
Joint Retirement Board shall be due and payable as of the date of
termination in accordance with the Fees described in Sections 5.1 and 5.2
of this Agreement.
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(1) "Net Asset Value" of each participant's account shall be equal to the
value of the Accumulation Unit multiplied by the number of
Accumulation Units as of the Valuation Date. For purposes of the
calculation of the administrative fees under this Agreement, the Valuation
Date is each August 1. "Accumulation Unit" has the meaning as defined in
the Separate Account (B) current Prospectus.
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6. Assignment.
This Agreement may not be assigned, nor may any obligations hereunder be
transferred or delegated, by either party without the prior written consent
of the other.
7. Modifications, Notices, Waiver.
Notices shall be deemed to be effective upon receipt if personally delivered (or
when delivery is refused) or when mailed if properly addressed and sent via U.S.
certified or registered mail or by express delivery service or by confirmed
telecopy, to the Company at Continental Assurance Company, XXX Xxxxx - 00 Xxxxx,
Xxxxxxx, XX 00000 Attention: Treasurer; or to the Joint Retirement Board at
Xxxxx Xxxx Xxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 Attention: Xxxx Xxxx,
Administrator.
Except as otherwise expressly provided herein, this Agreement shall not be
amended, nor shall any provision of this Agreement be considered modified or
waived, unless evidence by a writing signed by the party to be charged with such
amendment, waiver or notification.
8. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the
laws of Illinois applicable to contracts made and to be performed entirely
therein.
Accepted and agreed:
Joint Retirement Board of the Rabbinical Assembly of America, et al
By: Xxxxxxx X. Xxxxxxxxx
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Title: Chairman of the Board
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Continental Assurance Company
on behalf of its Seperate Account (B)
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Group Vice President and Treasurer
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Annex A
Administrative Services
The Joint Retirement Board will perform the following services for the
participants under the Group Annuity Contract to the reasonable satisfaction
of the Company:
Handling mail and telephone inquiries regarding tax considerations
Producing and disseminating educational materials regarding tax considerations
Producing and disseminating educational materials regarding general investment
considerations
Calculating Required minimum distribution amounts
Checking of statements to monitor correct crediting of contributions
Checking of statements to monitor correct crediting or debiting of transfers
Checking of statements to monitor correct debiting of withdrawals
Testing interest credited and fees debited for accuracy
