Exhibit 11(b)
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is entered into by and
between Continental Assurance Company ("CAC"), an Illinois domiciled life
insurance company with its home office in Chicago, Illinois and CNA Trust
Company ("Trust Co."), a California corporation with its home office in Costa
Mesa, California.
1. RECITALS
1.1 CAC issues insurance policies and annuity contracts that provide
various forms of insurance and retirement benefits. In particular, it
has issued its Group Annuity Contracts Numbers GP261-A1, GP261-A2,
GP26100-A, and GP26100-C ("Contracts") to the Joint Retirement Board
for Conservative Judaism, Amutah ("Jt. Board"), for which contracts
CAC has performed and provided various policyholder services to the
Jt. Board, and certificate holders under the Contracts.
1.2 Trust Co. administers retirement plans, and in connection therewith
performs and provides various services.
1.3 Jt. Board has designated Trust Co. as its recordkeeper and custodian
in connection with plans and contracts it has to provide retirement
and other benefits to its members.
1.4 The parties mutually desire that Trust Co. perform, in accordance with
the terms and conditions of this Agreement, certain administrative
services on behalf of CAC with respect to the Jt. Board's Contracts,
and accordingly the parties have entered into this Agreement.
2. General Requirements
2.1 AUTHORIZATION. Trust Co., subject to the terms and conditions of this
Agreement, is authorized to provide, on CAC's behalf, the
Administrative Services ("Services") set forth in Section 3 with
respect to the Contracts.
2.2 SERVICE LEVELS. Trust Co. shall devote whatever time and effort is
necessary to faithfully and diligently carry out the terms of this
Agreement. The level of service rendered by Trust Co. throughout the
term of this Agreement shall be provided to the reasonable
satisfaction of CAC and in accordance with applicable Attachments.
2.3 COMPLIANCE. Trust Co. shall comply with ERISA, if applicable, and all
federal and state laws, rules and regulations of all applicable
regulatory authorities with respect to the conduct of its business,
including ERISA, in the performance of the services rendered pursuant
to this Agreement.
2.4 INTERNAL CONTROLS. Trust Co. shall use due care to establish and
maintain adequate internal controls over cash receipts, cash
disbursements, accounting records and information about certificate
holders, claimants and beneficiaries, including controls to assure
that the confidentiality and integrity of records is maintained at all
times. CAC may ask Trust Co. to modify procedures if CAC determines
that changes are needed to adequately protect the records, including
electronic records. Any such modifications will be subject to Trust
Co.'s written agreement and may result in CAC being billed by Trust
Co. for the time and expense of making any agreed upon modifications.
2.5 MAINTAINING RECORDS. All files and records maintained by Trust Co. in
connection with this Agreement shall be maintained by Trust Co. during
the term of this Agreement and for seven (7) years after this
Agreement terminates. CAC will have the right to make and retain
copies of the files and records, if copied by CAC while they are at
Trust Co., at no charge. The cost of all other copies shall be borne
by CAC.
2.6 AUTHORITY. Trust Co.'s authority shall not extend any further than is
expressly stated in this Agreement, and no forbearance or neglect on
the part of either CAC or Trust Co. shall be construed as a waiver of
any terms of this Agreement or imply the existence of any authority
not expressly granted herein.
2.7 REPORTS. Trust Co. shall provide CAC with such information and reports
as CAC may reasonably need and request to respond to governmental
requests for information and Trust Co. shall prepare all computations,
evaluations, and reports required by CAC for the purpose of servicing
the Contracts. Trust Co. reserves the right to charge a fee for these
reports and the time and expense of special programming if it is
required to generate the requested reports. CAC's prior written
approval will be obtained for any such charges. In the event that CAC
refuses to provide written consent to any such charges, Trust Co.
reserves the right to refuse to make such changes.
2.8 ADVERTISING. All advertising for or descriptions of the Contract must
be approved by CAC prior to use, including the content of any web site
Trust Co. maintains that refers to the Contract or its administration.
Language that has previously been approved by CAC may be used by Trust
Co. again and in other material without obtaining approval.
2.9 COMPLAINT LOG. Trust Co. shall send copies of all written complaints
received along with copies of all written responses to CAC so that CAC
may maintain a complaint log in accordance with applicable state
requirements.
2.10 INSURANCE. Trust Co. shall keep in full force and effect and maintain
at its own expense Fidelity Insurance and Errors and Omissions
Insurance in an amount not less than $250,000. It shall promptly
notify CAC if such insurance is cancelled or terminated.
3. ADMINISTRATIVE SERVICES
3.1 Trust Co. shall provide the following administrative services
("Services"):
Enrollments in conjunction with the Jt. Board's Office.
Deposits
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Unit Value Updates - as provided by CAC
Withdrawals
Transfers
Loan Issuances
Loan Repayments
Loan Defaults
Maturity processing
Charges Paid to Jt. Board
Position Reconciliation
Cash Reconciliation
Participant Reporting
Jt. Board Reporting
CAC Reporting
Billing to CAC
Billing to Jt. Board
1099 Tax Reporting
Data Conversion
Any other such services as provided under the Contracts
CAC shall provide the following to Trust Co. on a daily basis:
Unit values of all daily priced cusips, to be supplied prior
to 5 p.m. PST.
Daily position file including all purchases, exchanges and
withdrawals.
Daily trade confirmation file showing all purchases,
withdrawals or exchanges that were processed by CAC.
For cusips that have a fixed interest rate, a daily unit
value equivalent to such interest rate.
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In performing said Services, Trust Co. shall exercise commercially reasonable
care and diligence and shall follow professional standards in performing
Services in a prompt and efficient manner.
In exchange for the proper performance of these services, and other duties set
forth in this Agreement, CAC shall pay to Trust Co. each year a sum equal to
five basis points (0.05%) of the assets held under the Contracts. This amount
shall be payable quarterly.
4. TRUST ACCOUNT DEPOSITS
4.1 Trust Co. is authorized to receive account deposits.
4.2 Trust Co. shall establish a 3 trust accounts for all Contract
deposits. It will designate these accounts as the Joint Retirement
Board of Conservative Judaism Current Contract, Joint Retirement Board
of Conservative Judaism Original Contract and Joint Retirement Board
of Conservative Judaism Canadian Contract The Trust Account must be
operational before the date Trust Co. receives the first deposit.
4.3 Trust Co. must make all deposits to the Trust Account within
twenty-four (24) hours of receiving them.
4.4 Trust Co. shall maintain records clearly recording the deposits in and
withdrawals from the Trust Account and furnish copies of all such
records relating to the Contracts to CAC upon request.
4.5 Trust Co. shall wire transfer the portion of funds in the Trust
Account to CAC that are to be invested in CAC investments.
5. CAC'S RIGHT TO AUDIT
5.1 CAC, upon 15 days notice to Trust Co., may audit or copy Trust Co.'s
books and records relating to this Agreement at Trust Co.'s facility
during regular business hours. CAC and Trust Co. shall together review
and evaluate Trust Co.'s operations and procedures in regard to this
Agreement, and shall jointly develop and implement any necessary
measures needed to satisfactorily assure the proper performance of
Trust Co.
6. TERMINATION
6.1 This Agreement shall be for an initial term of one year and shall
automatically renew for additional one-year periods unless terminated.
This Agreement may be terminated by either party giving 90 days
written notice of termination. The Agreement may be terminated by
either party with 60 days prior notice if the other party to whom
notice is given, or a controlling interest in the other party, is
purchased by another organization,
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individual or group. The Agreement may also be mutually terminated on
any date mutually agreed upon by the parties.
7. INDEMNIFICATION
7.1 Trust Co. shall indemnify and hold CAC harmless from any and all
liability, loss, damages, fines, penalties and costs, including
reasonable expenses and reasonable attorneys' fees which CAC may
sustain by reason of Trust Co.'s negligent actions or omissions, or
its willful misconduct in carrying out its responsibilities as set
forth in this Agreement. CAC shall indemnify and hold Trust Co.
harmless from any and all liability, loss, damages, fines, penalties
and costs, including reasonable expenses and reasonable attorneys'
fees which Trust Co. may sustain by reason of CAC's negligent actions
or omissions, or its willful misconduct in carrying out its
responsibilities as set forth in this Agreement.
8. ARBITRATION AND DISPUTE RESOLUTION
8.1 In the event of any dispute arising out of or relating to this
Agreement the parties shall attempt in good faith to resolve the
dispute promptly by negotiations between executives who have authority
to settle the controversy. If the matter cannot be mutually resolved,
either party may submit it to arbitration which shall be conducted
under the rules of the American Arbitration Association. Three
arbitrators shall be appointed, one by each party, and the third by
the other two arbitrators. Arbitration proceedings shall be conducted
in Chicago, Illinois.
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement, including any attachments and
amendments, constitutes the entire Agreement between the parties with
respect to this subject matter.
9.2 Amendments. Any Amendment or modification to this Agreement shall be
in writing and signed by officers of both parties, authorized to do
so.
9.3 Third Party Beneficiaries. This Agreement has been entered into for
the sole benefit of CAC and Trust Co. and in no event shall any third
party beneficiaries be created thereby.
9.4 Notices. Any notice required to be given under the terms and
provisions of this Agreement shall be in writing and shall be sent by
first class mail, postage prepaid, to the parties at the addresses
shown below or to the most current business addresses of the parties.
Continental Assurance Company
XXX Xxxxx
0
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
CNA Trust Company
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
9.5 Assignment or Delegation of Authority. Trust Co. may not assign or
delegate any of its duties or obligations under the Agreement to any
person, firm, or entity without CAC's specific written prior approval.
9.6 Licenses. Trust Co. is and shall remain and its employees, agents, and
representatives, are or shall become licensed in whatever capacity
required by Regulators of those jurisdictions requiring licensing in
whatever capacity required by Regulators of those jurisdictions
requiring licensing to perform Trust Co.'s responsibilities under this
Agreement. Trust Co. shall bear all costs related to its own licensing
unless there are additional license requirements as a result of this
contract. Trust Co. shall remain in substantial compliance with all
laws and regulations applicable to its performance under this
Agreement.
9.7 This Agreement shall be construed and enforced according to the laws
of the State of Illinois. Any actions or disputes involving this
Agreement shall be brought in the U.S. District Court for the Northern
District of Illinois or the Circuit Court of Xxxx County, if the U.S.
District Court does not have jurisdiction.
9.8 Relationship of the Parties. Trust Co. and CAC are each acting under
this Agreement as an independent contractor and not as an employee,
joint venturer or partner of the other.
Trust Co. and CAC have caused this Agreement to be effective November 1, 2002.
Continental Assurance Company CNA Trust Company
By /s/Xxxxxx Xxxxxxxx By /s/Xxxx Xxxxxx
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Title: Senior Vice President Title: President
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Date 11/21/02 Date 11/22/02
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