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Exhibit (3)(d)
SELLING AGREEMENT
Agreement, made this __________________ date of _____________________, 199____,
by and between The Ohio National Life Insurance Company, an Ohio Corporation;
Ohio National Life Assurance Corporation, an Ohio corporation; Ohio National
Equities, Inc. ("ONEQ"), an Ohio Corporation, and _______________________
("BD"), a ___________ Corporation.
Whereas, The Ohio National Life Insurance Company and its subsidiary, Ohio
National Life Assurance Corporation (collectively referred to as "ONL"), issue
certain variable insurance contracts/policies ("Contracts") described in this
Agreement, which are deemed securities under the Securities Act of 1933 ("1933
Act"); and
Whereas, ONEQ is duly licensed as a Broker/Dealer with the National Association
of Securities Dealers, Inc. ("NASD") and the Securities and Exchange Commission
("SEC"); and
Whereas, ONL has appointed ONEQ as the Underwriter of the Contracts; and
Whereas, ONL and ONEQ propose to have BD's representatives ("Representatives")
who are, or will become, duly licensed insurance agents solicit sales of the
Contracts; and
Whereas, ONEQ delegates to BD, to the extent legally permitted, training and
certain administrative responsibilities and duties in connection with sales of
the Contracts;
NOW THEREFORE, in consideration of the premises and mutual promises contained
herein, the parties hereto agree as follows:
1. APPOINTMENT
ONL and ONEQ hereby appoint BD to supervise solicitations of the Contracts, and
to facilitate solicitations of sales of the Contracts which are described in the
Schedule(s) of Commissions attached hereto.
2. REPRESENTATIONS
a. ONL, ONEQ and BD each represents to the others that it and the above signed
officers have full power and authority to enter into this Agreement.
b. ONEQ represents to BD that it is registered as a Broker/Dealer under the
Securities Exchange Act of 1934 ("1934 Act") and under the Blue Sky Laws of
each jurisdiction in which such registration is required for the sale of
the Contracts and that ONEQ is a member of the NASD.
c. BD represents to ONEQ that it is registered as a Broker/Dealer under the
1934 Act and under the Blue Sky Laws of each jurisdiction in which such
registration is required for the sale of the Contracts, and that the BD is
a member of the NASD.
d. ONL represents to BD that the Contracts, including related separate
accounts, shall comply with the registration and all other applicable
requirements of the 1933 Act and the Investment Company Act of 1940, and
the rules and regulations thereunder, including the terms of any order of
the SEC with respect thereto.
e. ONL represents to BD that the Contracts it issues have been duly filed and
approved by the state insurance departments in such jurisdictions where it
is authorized to transact business, unless otherwise indicated in the
Schedule of Commissions.
f. ONL represents to BD that the Contract prospectuses included in ONL's
Registration Statement and in post-effective amendments thereto, and any
supplements thereto, as filed or to be filed with the SEC, as of their
respective dates, contain or will contain, all statements and information
which are required to be stated therein by the 1933 Act and in all respects
conform or will conform, to the requirements thereof.
3. COMPLIANCE WITH NASD CONDUCT RULES AND FEDERAL AND STATE SECURITIES AND
STATE INSURANCE LAWS
BD agrees to abide by all rules and regulations of the NASD, including its
Conduct Rules, and to comply with all applicable state and federal laws and the
rules and regulations of authorized regulatory agencies affecting the sale of
the Contracts.
4. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
BD certifies that any Representative who requests appointment from ONL has not
been convicted of a felony or a misdemeanor involving fraud or dishonesty. BD
shall assist ONL and ONEQ in the licensing and/or appointment of Representatives
under applicable insurance laws to sell the Contracts (see attached General
Letter of Recommendation). BD understands that ONL
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reserves the right to refuse to appoint any Representative or, once appointed,
to thereafter terminate the same. BD shall notify ONEQ if any Representative
ceases to be a registered representative of BD, or if any Representative becomes
the subject of adverse action (e.g., an amended U-4).
5. SUPERVISION OF REPRESENTATIVES
BD shall have full responsibility for training and supervision of all
Representatives associated with BD who are engaged directly or indirectly in the
offer or sale of the Contracts and all such persons shall be subject to the
control of BD with respect to such persons' activities in connection with the
sale of the Contracts. BD shall comply with the administrative procedures of ONL
and ONEQ involving federal securities law and state insurance law.
Before Representatives engage in the solicitation of applications for the
Contracts, BD will cause: (1) the Representatives to be registered
representatives of BD; (2) the Representatives to qualify under applicable
federal and state laws to engage in the sale of the Contracts; (3) the
Representatives to be trained in the sale of the Contracts; and (4) such
Representatives to limit solicitations for the Contracts to jurisdictions where
ONL has authorized such solicitation.
BD is specifically charged with the responsibility of supervising and reviewing
its Representatives' use of sales literature and advertising and all other
communications with the public in connection with the Contracts. No sales
solicitation, including the delivery of supplemental sales literature or other
such materials, shall occur, be delivered to, or used with a prospective
purchaser unless accompanied or preceded by appropriate then current
prospectus(es).
In the event a Representative fails to meet the BD's rules and standards, BD
shall notify ONL and shall act to terminate the sales activities of such
Representative relating to the Contracts.
Upon request by ONL, BD shall furnish appropriate records or other documentation
to evidence BD's diligent supervision.
6. SALES PROMOTION MATERIAL AND ADVERTISING
No sales promotion materials or advertising relating to the Contracts shall be
used by BD unless the specific items have been approved in writing by ONL.
7. SECURING APPLICATIONS
All applications for Contracts shall be made on application forms supplied by
ONL. BD will review all sales for suitability and all applications for
completeness and correctness as to form. BD will promptly, but in no case later
than the end of the next business day following receipt by BD, forward to ONL
all complete and correct applications for suitable transactions, together with
any payments received with the applications. ONL reserves the right to reject
any Contract application and return any payment made in connection with an
application which is rejected. Contracts issued on accepted applications will be
forwarded to BD or its Representatives for delivery to the Contract Owner within
five (5) days of the date of issue, unless otherwise agreed by the parties
hereto.
8. PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments") are
the property of ONL and shall be transmitted to ONL by BD immediately in
accordance with the administrative procedures of ONL without any deduction or
offset for any reason, unless otherwise agreed by the parties hereto. CUSTOMER
CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "THE OHIO NATIONAL LIFE INSURANCE
COMPANY."
9. COMMISSIONS PAYABLE
Commissions payable in connection with the contracts shall be paid to BD
according to the Commission Schedule(s) relating to this Agreement as they may
be amended from time to time and in effect at the time the Contract Payments are
received by ONL. ONL reserves the right to: revise the Commission Schedules at
any time upon at least thirty (30) days prior written notice to BD;adjust the
compensation payable on sales of ONL products that replace existing ONL
contracts; and offset future compensation payable to BD against any compensation
to be returned to ONL by BD. Compensation to the BD's Representatives for
Contracts solicited by the Representatives and issued by ONL will be governed by
agreement between BD and its Representatives and its payment will be the BD's
responsibility. In those states where express assignment of commissions is
required, BD hereby assigns its representatives' commissions to its affiliated
insurance agency for those states.
BD will not pay any compensation to an agent licensed pursuant to this Agreement
until such agent is authorized to receive such compensation under applicable
state law.
10. CANCELLATION OF POLICY
If ONL is required to refund premiums or return contract values and waive
surrender charges on any Contract for any reason, then no commission will be
payable with respect to said premiums and any commission previously paid for
said premiums must be refunded to ONEQ. ONEQ agrees to notify BD within thirty
(30) days after it receives notice from ONL of any premium refund or a
commission chargeback.
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11. ADDITIONAL PARTY TO THIS AGREEMENT
In the event that BD is not licensed as an insurance agency in any state where
it wishes to solicit contracts, but utilizes an affiliated entity to satisfy
state insurance laws, such affiliated entity shall sign this Agreement and BD
shall countersign this Agreement, and BD and its affiliated entity shall be duly
bound thereby. All references to BD in this Agreement shall include any
affiliated insurance entity.
12. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
No party to this Agreement will be liable for any obligation, act or omission of
the other. Each party to this Agreement will hold harmless and indemnify ONL,
ONEQ, and BD as appropriate, for any loss or expense suffered as a result of the
violation of, or noncompliance with, any applicable law or regulation by a party
or by an Associated Person of that party. The term "Associated Person" as used
herein shall be defined consistently with the definition of such term as
contained in Article I of the NASD By-laws.
13. NON-ASSIGNABILITY PROVISION
This Agreement may not be assigned by any party except by mutual consent.
14. NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set forth
in this Agreement will not constitute a waiver of the right to terminate this
Agreement at a later time for any of these causes.
15. AMENDMENTS
Except as stated in Paragraph 9, no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto.
16. INDEPENDENT CONTRACTORS
BD and its Representatives are independent contractors with respect to ONL and
ONEQ.
17. NOTIFICATION OF DISCIPLINARY PROCEEDINGS
BD agrees to notify ONEQ in a timely fashion of any disciplinary proceedings
against any of BD's Representatives arising from the solicitation of sales of
the Contracts or any threatened or filed arbitration action or civil litigation
arising out of BD's solicitation of the Contracts.
18. BOOKS AND RECORDS
ONL, ONEQ and BD agree to maintain their books, accounts and records so as to
clearly and accurately disclose the nature and details of transactions and to
assist each other in the timely preparation of records. ONEQ and BD shall each
submit such records to the regulatory and administrative bodies which have
jurisdiction over ONL or the underlying mutual fund shares.
Each party to this Agreement shall promptly furnish to the other party any
reports and information which the other party may request for the purpose of
meeting its reporting and recordkeeping requirements under the insurance laws of
any state, and under federal and state securities laws or the rules of the NASD.
19. LIMITATIONS
No party other than ONL shall have the authority on behalf of ONL to make,
alter, or discharge any Contract issued by ONL, to waive any forfeiture or to
grant, permit, or extend the time of making any Payments, or to alter the forms
which ONL may prescribe, or to substitute other forms in place of those
prescribed by ONL; or to enter into any proceeding in a court of law or before a
regulatory agency in the name of or on behalf of ONL.
20. TERMINATION
This Agreement may be terminated at the option of any party upon sixty (60) days
written notice to the other parties, or without notice at the option of any
party hereto upon a material breach by any party of the covenants and terms of
this Agreement.
21. NOTICE
All notices to ONL and ONEQ relating to this Agreement should be sent to Xxx
Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxx 00000, ATTN: Legal Department. All notices to BD
will be duly given if mailed to the address shown below.
22. GOVERNING LAW/ SEVERABILITY
This agreement will be construed in accordance with the laws of the State of
Ohio. Should any provision of this Agreement be held unenforceable, those
provisions not affected by the determination of unenforceability shall remain in
full force and effect.
23. GENERAL CONDUCT OF BD
BD expressly agrees that neither it nor its Representatives will: induce agents
to leave ONL; engage in any course of conduct to systematically replace
Contracts issued by ONL; or recommend or cause the surrenders of cash values of
the Contracts to purchase or exchange for insurance policies or annuities issued
by other insurance companies, unless such action is in the best interests of the
Contract Owner; or otherwise do anything prejudicial to ONL's interests or that
of its Contract Owners. This provision will continue in force after the
termination of this Agreement.
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24. REQUIRED ELEMENTS OF THIS AGREEMENT
This agreement is not complete unless it includes a Commission Schedule, and the
General Letter of Recommendation, both of which are incorporated herein by
reference.
THE OHIO NATIONAL LIFE INSURANCE COMPANY
OHIO NATIONAL LIFE ASSURANCE CORPORATION
BY:
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Title:
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OHIO NATIONAL EQUITIES, INC.
BY:
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Title:
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BROKER DEALER
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(Name)
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(Street Address)
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(City, State, Zip)
BY:
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Title:
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BROKER-DEALER INSURANCE AFFILIATE
BY:
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Title:
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SCHEDULE OF COMMISSIONS
(EFFECTIVE 5/1/1998)
ONCORE PREMIERE FPDA
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Option 1 Option 2 Option 3
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Initial premium 6.00% 5.00% 1.00%
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Add-on premiums 6.00% 5.00% 1.00%
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Trails*
Deposit Yrs 2-6 0% .25% 1.00%
Deposit Yrs 7+ 1.00% 1.00% 1.00%
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No commission chargeback will occur at death of annuitant. There will be a 100%
chargeback if the policy is not taken. After the free look period, there will
be no chargeback. We reserve the right to adjust commissions on policies
annuitized with the first contract year.
COMMISSIONS FOR PURCHASERS AGE 81 AND OVER:
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Initial premium 3.00%
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Add-on premiums 3.00%
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Trails*
Deposit Yrs 2-6 0%
Deposit Yrs 7+ 1.00%
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ONCORE VALUE FPDA
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Option 1 Option 2 Option 3
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Initial premium 5.00% 4.00% .70%
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Add-on premiums 5.00% 4.00% .70%
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Trails*
Deposit Yrs 2-6 0% .50% .70%
Deposit Yrs 7+ 0% .50% .70%
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No commission chargeback will occur at death of annuitant. There will be a 100%
chargeback if the policy is not taken during the free look period. After the
free look period, there will be no chargeback. We reserve the right to adjust
commissions on policies annuitized with the first contract year.
COMMISSIONS FOR PURCHASERS AGE 81 AND OVER:
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Initial premium 2.50%
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Add-on premiums 2.50%
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Trails*
Deposit Yrs 2-6 0%
Deposit Yrs 7+ .50%
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ONCORE FLE FPDA
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Initial premium 1.00%
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Add-on premiums 1.00%
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Trails*
Deposit Yrs 2+ 1.00%
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No commission chargeback will occur at death of annuitant. There will be a 100%
chargeback if the policy is not taken. After the free look period, there will
be a 100% chargeback if the contract is surrendered during the first six months
following the issuance of the contract and a 50% chargeback if it is
surrendered during months seven to twelve of the first contract year.
COMMISSIONS FOR PURCHASERS AGE 81 AND OVER:
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Initial premium .50%
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Add-on premiums .50%
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Trails*
Deposit Yrs 2+ 50%
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* Trial commissions, stated above in annual percentages, will be paid quarterly
on or around the fifteenth of January, April, July and October for the period
ending with the last business day of the prior month.
Trail commissions will be based on premiums and the earnings thereon that have
been deposited with ONL for at least the number of years mentioned above. Trail
commissions will continue to be paid while the Selling Agreement remains in
force and will be paid on a particular contract until the contract is
surrendered or annuitized.
