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Exhibit (h)
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of November 5,
1998, is made by and among THE DOW (sm) TARGET VARIABLE FUND LLC, THE OHIO
NATIONAL LIFE INSURANCE COMPANY (together, the "Sublicensees"), FIRST TRUST
ADVISORS L.P. ("Licensee") and DOW XXXXX & COMPANY, INC. ("Licensor").
WHEREAS, pursuant to that certain License Agreement, dated as of November 11,
1997, by and between Licensor and Licensee (the "Licensee Agreement"), Licensor
has granted Licensee a license to use certain copyright, trademark and
proprietary rights and trade secrets of Licensor (the "Dow Xxxxx Marks") in
connection with the issuance, distribution, marketing and/or promotion of the
specific products described in Appendix A attached to the License Agreement and
incorporated herein (the "Products");
WHEREAS, for purpose of this Sublicense Agreement, variable annuity contracts,
issued by any of Ohio National Variable Accounts A, B, C or D shall constitute
"Products" so long as such variable annuity contracts meet the specific product
definition described in Appendix A to the License Agreement;
WHEREAS, Sublicensees and Licensee wish to issue and/or sell the Products and to
use and refer to the Dow Xxxxx Marks in connection with the marketing and
promotion of the Products; and
WHEREAS, all capitalized terms used herein shall have the meanings assigned to
them in the License Agreement unless otherwise defined herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
1. LICENSE. Pursuant to Section 1(d) of the License Agreement, Licensor hereby
grants to Sublicensees a non-exclusive and non-transferable sublicense to
use the Dow Xxxxx Marks in connection with the issuance, distribution,
marketing and/or promotion of the specific Products described in Appendix A
to the License Agreement.
2. TERM. The term of the Sublicense Agreement (the "Sublicense Term") shall
commence as of the effective date set forth above and shall remain in full
force and effect for the term of the License Agreement unless (i)
terminated earlier automatically upon termination of the Sub-Advisory
Agreement dated as of October 12, 1998 by and between Ohio National
Investments, Inc. and Licensee (the "Sub-Advisory Agreement"), or (ii)
extended upon the mutual consent of all four (4) parties hereto.
3. SUBLICENSEE OBLIGATIONS. The Sublicensees acknowledge that they have
received and read a copy of the License Agreement (excluding Schedule B)
and agree to be bound to Licensor and Licensee under this Agreement as if
Sublicensees were the Licensee under the License
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Agreement by all of the provisions therein including without limitation,
all of the provisions imposing any obligations on the Licensee (including
without limitation the indemnification obligations in Section 9) insofar as
such provisions relate to or such obligations arise out of or relate to the
Products to be issued, marketed and/or sold by the Sublicensees as
described in Appendix A to the License Agreement, other than the obligation
to pay the License Fees imposed by Section 3 of the License Agreement,
which shall be paid by Licensee.
4. SUBLICENSEES AS PRINCIPALS. Sublicensees agree that their obligations under
the License Agreement pursuant to Section 3 hereof are as principals and
shall be unaffected by any defense or claim that Licensee may have against
Licensor.
5. GOVERNING LAW. This sublicense Agreement shall be construed in accordance
with the laws of the State of New York without reference to or inclusion of
the principles of choice of law or conflicts of law of that jurisdiction.
6. LIMITED LIABILITY COMPANY LICENSE. The parties hereto acknowledge and agree
that, subject to the terms and conditions of the License Agreement and this
Sublicense Agreement, Dow Xxxxx grants a non-transferable license to The
Ohio National Life Insurance Company to use the service xxxx "The Dow" in
the name of the limited liability company "The Dow Target Variable Fund
LLC", which company was formed in September, 1998 under the provisions of
the Ohio law (the "LLC"), so long as the LLC is used for the sole purpose
of issuing, trading, promoting, funding and marketing the Products.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense Agreement
as of the date first set forth above.
The Ohio National Life Insurance Company
By ________________________________
Title _______________________________
The Dow (sm) Target Variable Fund LLC
By ________________________________
Title _______________________________
First Trust Advisors L.P.
By ________________________________
Title _______________________________
Dow Xxxxx & Company, Inc.
By ________________________________
Title _______________________________
