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SERVICE AGREEMENT
This Service Agreement, dated as of ______________, 1998, is made by and between
The Ohio National Life Insurance Company (the "Depositor") acting on behalf of
and as depositor for the Dow Target 10 Trust and each Series thereof, registered
unit investment trusts (the "Trust"), and First Trust Advisors, L.P. (the
"Provider").
WHEREAS, the Depositor has established the Trust as an optional funding vehicle
for certain variable annuity and variable life insurance contracts issued and
distributed by the Depositor and its affiliates;
WHEREAS, the Provider has demonstrated expertise in establishing and providing
services to other trusts and managed separate accounts having investment
strategies similar to that of the Trust;
WHEREAS, the Provider has entered into a License Agreement with Dow Xxxxx &
Company, Inc. ("Dow") granting the Provider certain limited exclusive rights
with respect to Dow's copyright, trademark and proprietary rights and trade
secrets;
WHEREAS, the Provider, the Depositor and Dow have entered into a Sublicense
Agreement granting the Depositor a sublicense allowing the Depositor and the
Trust to use the Provider's rights with respect to Dow's copyright, trademark
and proprietary rights and trade secrets in connection with the Depositor's
offering, issuing and sale of interests in the Trust and the related variable
annuity and variable life insurance contracts issued and distributed by the
Depositor and its affiliates, and
WHEREAS, the Depositor has established the Trust pursuant to a Trust and Custody
Agreement with Star Bank, N.A. (the "Trustee"),
NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
1. Identification of Trust Investments
The Provider shall, as of the close of the New York Stock Exchange on the last
business day of each calendar month (the "Stock Selection Date"), determine and
identify from among the thirty companies in the Dow Xxxxx Industrial Average
those ten companies having the highest dividend yields as of that point in time.
The Provider shall thereupon, by no later than twelve o'clock noon, Eastern
time, the next following business day, identify those ten companies to the
Depositor and to the Trustee. Such identification shall be in writing
transmitted by facsimile or by other electronic means agreed upon by the
parties.
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2. Compensation of Provider
As compensation for its services rendered under this Agreement, and in
consideration of the rights and privileges granted the Depositor and the Trust
under the Sublicense Agreement, and for other services rendered to the Trust and
the Depositor by the Provider, the Provider shall receive compensation at the
annual rate of 0.35% of the average daily total value of the Trust's assets.
This compensation shall be paid to the Provider on a monthly basis within ten
days after the end of each calendar month. The compensation shall be paid by the
Depositor or, at the Depositor's direction, it may be paid directly by the
Trustee from the Trust's income and assets.
3. Duration and Termination
This Agreement shall take effect on the later of the date first above written or
the date on which the first registration statement for the Trust shall be
rendered effective by the United States Securities and Exchange Commission.
This Agreement shall remain in effect until terminated by either the Depositor
or the Provider. The Agreement may be terminated by either the Depositor or the
Provider at any time, without payment of any penalty, but not until after the
other party has received at least ninety days' written notice from the
terminating party.
This Agreement shall terminate automatically in the event of the termination and
complete liquidation of the Trust including every series thereof.
4. Notices
Any notice given hereunder shall be in writing and shall be sent by facsimile or
by other electronic means agreed upon by the parties. Any notice related to
termination or amendment of the Agreement shall also be sent by registered mail
or by courier to the last known address of the recipient.
5. Governing Law
This Agreement shall be governed by and subject to the requirements of the laws
of the State of Ohio without reference to the choice of law provisions thereof.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the day and year first above written.
THE OHIO NATIONAL LIFE INSURANCE COMPANY
(The Depositor)
By:
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[Name and Title]
FIRST TRUST ADVISORS, L.P.
(The Provider)
By:
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[Name and Title]
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