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EXHIBIT (3)(a)
PRINCIPAL UNDERWRITING AGREEMENT
FOR
VARIABLE ANNUITIES
AGREEMENT made and effective as of this first day of May, 1997 by and between
THE OHIO NATIONAL LIFE INSURANCE COMPANY ("Ohio National Life") and OHIO
NATIONAL EQUITIES, INC. ("ONE, Inc."), both Ohio corporations.
It is hereby mutually agreed as follows:
1. Ohio National Life hereby appoints ONE, Inc. as the exclusive principal
underwriter of those variable annuity contracts (the "contracts") issued by Ohio
National Life that have been registered as securities under the Securities Act
of 1933 (as amended) and with assets held in those of Ohio National Life's
separate accounts that have been registered under the Investment Company Act of
1940 (as amended).
2. ONE, Inc. shall at all times during the term of this agreement be registered
as a broker-dealer under the Securities Exchange Act of 1934 (as amended) and
shall be a member of the National Association of Securities Dealers, Inc.
("NASD"). ONE, Inc. agrees to comply with the Conduct Rules of the NASD.
3. ONE, Inc. agrees to enter into distribution agreements with other
broker-dealers (the "distributors") which shall promise to use their best
efforts to offer, sell and distribute the contracts through their respective
registered representatives. The distributors shall be members of the NASD and
the registered representatives offering the contracts shall be life insurance
agents of Ohio National Life who have obtained all necessary licenses from any
state in which a registered representative shall offer the contracts. The
distribution agreements shall provide that each of the distributors shall
maintain full responsibility for the training, supervision and control of its
registered representatives and that each of the distributors shall be
responsible for assuring that all sales of the contracts made by its registered
representatives are suitable for the purchaser based on relevant financial
information furnished by the purchaser to the distributor or its registered
representative.
The distribution agreements shall not permit the distributors or any registered
representative thereof to make any representations concerning the contracts
other than those contained in the then-current prospectus or statement of
additional information therefor or in supplemental literature approved by Ohio
National Life. All variable annuity purchase payments shall be promptly
forwarded by the distributor to Ohio National Life except to the extent that
Ohio National Life might agree in writing to permit a distributor to forward
purchase payments net of dealer concessions which latter amounts would then be
subtracted from the compensation to ONE, Inc. under section 8, below.
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4. ONE, Inc. shall reimburse Ohio National Life for the reasonable costs of
printing reasonable quantities of prospectuses and supplemental sales literature
with respect to the contracts.
5. Ohio National Life agrees to indemnify and hold harmless ONE, Inc., its
directors, officers and affiliated persons against any losses, claims, damages,
liabilities and expenses (including the cost of any legal fees incurred in
connection therewith) which ONE, Inc., its directors, officers or affiliated
persons may incur under any statute or regulation of the United States or any
state, district or territory thereof, or at common law or otherwise, arising out
of or based upon (a) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement for the contracts or any
supplemental literature authorized by Ohio National Life for use in connection
therewith, or (b) any omission or alleged omission to state a material fact
required to be stated in a registration statement or supplemental literature
necessary to make the statements therein not misleading, provided, however, that
insofar as losses, claims, damages, liabilities or expenses arise out of or are
based upon any such untrue statement or omission (or alleged untrue statement or
omission) made in reliance upon and in conformity with information furnished to
Ohio National Life by ONE, Inc. for use in a registration statement or
supplemental literature, the indemnification does not apply. In no case shall
Ohio National Life indemnify ONE, Inc. or any of its directors, officers or
affiliated persons as to any amounts incurred for any liability arising out of
or based upon any action for which ONE, Inc., its directors, officers or
affiliated persons would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its or their duties or by
reason of the reckless disregard of its or their obligations and duties under
this agreement.
6. ONE, Inc. agrees to indemnify and hold harmless Ohio National Life, its
directors, officers and employees against any losses, claims, damages,
liabilities and expenses (including the cost of any legal fees incurred in
connection therewith) which Ohio National Life, its directors, officers or
employees may incur under any statute or regulation of the United States or any
state, district or territory thereof, or at common law or otherwise arising out
of the acquisition of the contracts by any person which (a) may be based upon
any wrongful act by ONE, Inc. or any of its directors, officers or affiliated
persons, or (b) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or
supplemental literature, or any omission or alleged omission to state a material
fact required to be stated therein as necessary to make the facts therein not
misleading, provided, however, that insofar as losses, claims, damages,
liabilities or expenses arise out of or are based upon any such untrue statement
or omission (or alleged untrue statement or omission) made in reliance upon
information furnished or confirmed in writing by Ohio National Life to ONE,
Inc., the indemnification does not apply.
7. Ohio National Life agrees to take all actions and do all things necessary to
secure and maintain the registrations and approvals of the contracts and
investment companies in connection therewith by all federal and state regulatory
bodies having jurisdiction.
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8. Ohio National Life shall, at least quarterly, pay to ONE, Inc. as
consideration hereunder amounts computed in accordance with the Compensation
Schedule appended hereto and made a part of this agreement. Any future
amendments or additions to the Compensation Schedule shall not otherwise affect
the remaining terms of this agreement.
9. All books and records required by any regulator to be maintained by ONE,
Inc. shall remain the property of ONE, Inc. and shall be subject to
inspection by any regulator having jurisdiction or by the NASD.
10. Upon completion of any transaction for which a confirmation is required,
Ohio National Life shall, as agent for ONE, Inc. for this purpose, send to the
purchaser or contract owner a written confirmation reflecting the facts of the
transaction.
11. This agreement shall be construed in accordance with the laws of Ohio. All
transactions under this agreement shall, to the extent permitted by applicable
law, be considered to have been made at the office of both parties hereto in
Montgomery, Ohio.
12. This agreement may be terminated by either party on 60 days' written notice
to the other party or sooner if mutually agreed by both parties.
IN WITNESS WHEREOF, Ohio National Life and ONE, Inc. have caused this agreement
to be executed at Montgomery, Ohio on the day and year first above written.
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By: s/Xxxxx X. X'Xxxxx
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Xxxxx X. X'Xxxxx, Chairman, President and
Chief Executive Officer
OHIO NATIONAL EQUITIES, INC.
By: s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President and Chief Executive Officer
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COMPENSATION SCHEDULE
TO
PRINCIPAL UNDERWRITING AGREEMENT
FOR
VARIABLE ANNUITIES
The Ohio National Life Insurance Company hereby agrees to pay Ohio National
Equities, Inc. for the sale of variable annuities at the following rates:
Product Rates
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1. TOP Tradition for all ages 6.75% of first year
TOP Spectrum for issue ages 0 - 75* purchase payments;
Investar Vision for issue ages 0 - 70* 5.50% of purchase
payments after the
first contract year.
2. TOP Plus for all ages 5.25% of all purchase
payments.
3. TOP Explorer for issue ages 0 - 75* 6.45% of first year
purchase payments;
5.20% of purchase
payments after the
first contract year.
* For issue ages in excess of these, the rates are one-half those indicated.
Agreed to and accepted as of May 1, 1997.
THE OHIO NATIONAL LIFE INSURANCE COMPANY
By: s/Xxxxx X. X'Xxxxx
-----------------------------------------------
Xxxxx X. X'Xxxxx, Chairman, President and
Chief Executive Officer
OHIO NATIONAL EQUITIES, INC.
By: s/Xxxx X. Xxxxxx
-----------------------------------------------
Xxxx X. Xxxxxx, President and
Chief Executive Officer
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