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Exhibit (h)(4)
SERVICE AGREEMENT
THIS AGREEMENT, made this twelfth day of October, 1998, by and among
DOW TARGET VARIABLE FUND LLC, (the "Fund"), an Ohio limited liability company,
OHIO NATIONAL INVESTMENTS, INC. ("Adviser"), an Ohio corporation and THE OHIO
NATIONAL LIFE INSURANCE COMPANY ("Ohio National Life"), a life insurance company
incorporated under the laws of the State of Ohio;
WHEREAS, Ohio National Life has caused the Adviser to be organized to
serve as investment adviser to investment companies and to others; and
WHEREAS, the Adviser and the Fund have entered into an Investment
Advisory Agreement dated October 12, 1998 whereby the Adviser undertakes to
furnish the Fund with investment advisory services and to furnish or pay the
expenses of the Fund for certain other services; and
WHEREAS, Ohio National Life is willing to make available to the Adviser
on a part-time basis certain employees of Ohio National Life for the purpose of
better enabling the Adviser to fulfill its obligations under the Investment
Advisory Agreement, provided that the Adviser bears all costs allocable to the
time spent by them on the affairs of the Adviser, and the Adviser and the Fund
believe that such an arrangement will be for their mutual benefit;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. The Adviser shall have the right to use, on a part-time basis, and
Ohio National Life shall make available on such basis, such employees of Ohio
National Life for such periods as may be agreed upon by the Adviser and Ohio
National Life, as may be reasonably needed by the Adviser in the performance of
its investment advisory functions. It is anticipated that most of such employees
will be persons employed in the investment operations of Ohio National Life in
addition to such clerical, stenographic and administrative services as the
Adviser may reasonably request.
2. The employees of Ohio National Life in performing services for the
Adviser hereunder may, to the full extent that they deem appropriate, have
access to and utilize statistical and economic data, investment research reports
and other materials prepared for or contained in the files of Ohio National Life
which is relevant to making investment decisions within the investment
objectives of the Fund, and may make such materials available to the Adviser;
provided, that any such materials prepared or obtained in connection with a
private placement or other nonpublic transaction need not be made available to
the Adviser if Ohio National Life deems such materials confidential.
3. Employees of Ohio National Life performing services for the Adviser
pursuant hereto shall report and be responsible solely to the officers and
directors of the Adviser or persons designated by them. Ohio National Life shall
have no responsibility for investment recommendations and decisions of the
Adviser based upon information or advice given or obtained by or through such
Ohio National Life employees.
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4. Ohio National Life will, to the extent requested by the Adviser,
supply to employees of the Adviser, including part-time employees of Ohio
National Life serving the Adviser, such clerical, stenographic and
administrative services and such office supplies and equipment as may be
reasonably required in order that they may properly perform their respective
functions on behalf of the Adviser in connection with its performance of the
Investment Advisory Agreement.
5. The obligation of performance under the Investment Advisory
Agreement is solely that of the Adviser, and Ohio National Life undertakes no
obligation in respect thereto, except as otherwise expressly provided herein.
6. In consideration of the services to be rendered by Ohio National
Life and its employees pursuant to this Agreement, the Adviser agrees to
reimburse Ohio National Life for such costs, direct and indirect, as may be
fairly attributable to the services performed for the Adviser. Such costs shall
include, but not be limited to, an appropriate portion of salaries, employee
benefits, general overhead expense, supplies and equipment, and a charge in the
nature of rent for the cost of space in Ohio National Life offices fairly
allocable to activities of the Adviser under the Investment Advisory Agreement.
In the event of disagreement between the Adviser and Ohio National Life as to a
fair basis for allocating or apportioning costs, such basis shall be fixed by
the independent public accountants for the Fund.
7. (a) This Agreement shall continue in effect as to any portfolio of
the Fund for a period more than two years from the date of its execution only so
long as such continuation is specifically approved at least annually by either
the Board of Managers of the Fund or by vote of a majority of that portfolio's
outstanding voting securities, provided that in either event such continuation
shall also be approved by the vote of a majority of the Managers who are not
interested persons of the Fund, cast by them in person at a meeting called for
purpose of voting on such approval; provided, however, that:
(b) This Agreement may at any time be terminated as to any portfolio
of the Fund without the payment of any penalty on 60 days' notice to the Adviser
and to Ohio National Life either by vote of the Board of Managers of the Fund or
by vote of a majority of the outstanding voting securities of that portfolio.
(c) This Agreement shall immediately terminate in event of its
assignment (as that term is defined in the Investment Company Act of 1940).
(d) This Agreement may be terminated by the Adviser or by Ohio
National Life on 90 days' written notice to the other and to the Fund.
8. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed postage prepaid to the other party at such address as such
other party may designate for the receipt of such notices. Until further notice
to the other party it is agreed that the address of the Fund, that of the
Adviser and that of Ohio National Life for this purpose shall be Xxx Xxxxxxxxx
Xxx, Xxxxxxxxxx, Xxxx 00000.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers the day and year first above
written.
DOW TARGET VARIABLE FUND LLC
By
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Xxxx X. Xxxxxx, President
OHIO NATIONAL INVESTMENTS, INC.
By
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Xxxxxx X. Xxxx, President
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By
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Xxxxx X. X'Xxxxx, Chairman,
President & Chief Executive Officer
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