OHIO NATIONAL FUND INC, PRES14A, 2000-02-01

OHIO NATIONAL FUND INC
PRES14A, 2000-02-01

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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

OHIO NATIONAL FUND, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

OHIO NATIONAL FUND, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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One Financial Way
Cincinnati, Ohio
45242

Post Office Box 237
Cincinnati, Ohio
45201-0237
Telephone:
Ohio National FundSM 513-794-6100

March 1, 2000

Dear Ohio National Variable Contract Owner:

Enclosed are information and voting instructions from your Ohio National Fund
Board of Directors regarding proposals related to the Fund's portfolios. A
special shareholders meeting will be held on April 3, 2000 to seek your approval
of two new subadvisory agreements one for the Capital Appreciation Portfolio and
one for the Aggressive Growth Portfolio.

You are only permitted to vote for the proposal related to the portfolio in
which you have allocated contract values. Your Board of Directors believes that
each of the proposals is in your best interests. We recommend that you vote FOR
each proposal.

Although you are not a Fund shareholder, it is your right to instruct us how to
vote the Fund shares attributed to your variable contract.

Please complete, sign and return the voting instructions promptly in the
envelope provided. No postage is needed if you mail it in the United States.
During the past year, we have made adjustments in investment strategies to
expand both the breadth of portfolios and investment styles, and the quality of
fund managers, within the Ohio National Fund. The results, indeed, have been
noteworthy and impressive. As always, we thank you for your confidence and
support.

Sincerely,

JOHN J. PALMER
John J. Palmer
President

[OHIO NATIONAL FINANCIAL SERVICES LOGO]
<PAGE> 3

OHIO NATIONAL FUND, INC.
One Financial Way
Montgomery, Ohio 45242

------------------------

CAPITAL APPRECIATION PORTFOLIO
AGGRESSIVE GROWTH PORTFOLIO

------------------------

NOTICE OF MEETING OF SHAREHOLDERS

April 3, 2000

A special meeting of the shareholders of the Capital Appreciation and
Aggressive Growth portfolios of Ohio National Fund, Inc. will be held at the
Fund's office at One Financial Way in Montgomery, Ohio. The meeting will begin
at 10:00 a.m. eastern time on April 3, 2000. The reason for the meeting is for
you to act on these proposals:

1. To approve a new subadvisory agreement for the Capital Appreciation
portfolio with Jennison Associates, LLC.

2. To approve a new subadvisory agreement for the Aggressive Growth
portfolio with Janus Capital Corporation.

3. To transact any other business that may properly come before the
meeting.

You are entitled to receive this notice and to vote at the special meeting
if you were a shareholder of record of either the Capital Appreciation or
Aggressive Growth portfolio at the close of business on February 21, 2000.

FOR THE REASONS GIVEN IN THE ATTACHED PROXY STATEMENT, WE (THE FUND'S
MANAGEMENT AND BOARD OF DIRECTORS) RECOMMEND THAT YOU VOTE FOR THE PROPOSALS.

RONALD L. BENEDICT
Ronald L. Benedict
Secretary

March 1, 2000
<PAGE> 4

OHIO NATIONAL FUND, INC.
ONE FINANCIAL WAY
MONTGOMERY, OHIO 45242

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF THE
CAPITAL APPRECIATION AND AGGRESSIVE GROWTH PORTFOLIOS

April 3, 2000

We (the management and Board of Directors of Ohio National Fund, Inc.) are
soliciting proxies for a special meeting of the shareholders of the Capital
Appreciation and Aggressive Growth portfolios. The meeting will be held at 10:00
a.m. eastern time on April 3, 2000. We are sending you this proxy statement and
its enclosures if you are a shareholder of the Capital Appreciation or
Aggressive Growth portfolios or if you have a variable contract with values
allocated to the portfolios. We are mailing the statement on or about March 1,
2000. Each shareholder of record as of the close of business on February 21,
2000 is entitled to one vote for each share owned in the portfolios at that
time.

You may revoke your proxy before the meeting by giving written notice to
the Secretary of the Fund or by appearing in person at the meeting and notifying
the Secretary that you intend to revoke your proxy. Your latest proxy revokes
any earlier ones. All proxies that are properly signed and received in time and
not revoked will be voted as marked. If you sign and return a proxy but do not
show how you want to vote, we will vote it in favor of the proposals. We will
vote the interests of any variable contract owners from whom we receive no
voting instructions in proportion with the instructions that we do receive
before the meeting.

The Fund will pay the printing, mailing and legal costs for soliciting the
proxies. The investment adviser, Ohio National Investments, Inc. (the "Adviser")
will pay all other costs. The proposed subadvisers may reimburse the Fund and
the Adviser for some or all of the proxy solicitation expenses. Employees of the
Fund and the Adviser will not get any extra compensation for soliciting proxies.

As of December 31, 1999 100% of the issued and outstanding shares of the
Capital Appreciation and Aggressive Growth portfolios were owned of record by
The Ohio National Life Insurance Company ("ONLI") and Ohio National Life
Assurance Corporation ("ONLAC") (together called "Ohio National Life"). Ohio
National Life is located at One Financial Way, Montgomery, Ohio 45242. Each
share represents one vote. These shares were allocated to Ohio National Life's
separate accounts as follows:

<TABLE>
<CAPTION>
NUMBER PERCENT
CAPITAL APPRECIATION OF SHARES OF CLASS
-------------------- ------------- --------
<S> <C> <C>
ONLI Variable Account A............................. 2,176,747.791 40.78%
ONLI Variable Account B............................. 918,216.850 17.20%
ONLI Variable Account C............................. 1,309,951.918 28.28%
ONLI Variable Account D............................. 105,885.412 01.98%
ONLAC Variable Account R............................ 626,740.196 11.74%
------------- ------
Total Capital Appreciation Portfolio Shares.... 5,337,541.167 100.00%
</TABLE>

<TABLE>
<CAPTION>
NUMBER PERCENT
AGGRESSIVE GROWTH OF SHARES OF CLASS
----------------- ------------- --------
<S> <C> <C>
ONLI Variable Account A............................. 838,783.817 27.23%
ONLI Variable Account B............................. 241,315.310 12.20%
ONLI Variable Account C............................. 811,696.774 41.03%
ONLI Variable Account D............................. 48,018.830 2.43%
ONLAC Variable Account R............................ 338,447.472 17.11%
------------- ------
Total Aggressive Growth Portfolio Shares....... 1,978,164.203 100.00%
</TABLE>

1
<PAGE> 5

We have sent you, a copy of the Fund's Annual Report as of December 31,
1999. To request an additional copy, contact our Treasurer, Dennis Taney, at the
above address or call him at (513) 794-6251.

SUMMARY OF PROPOSALS

The purpose of the special meeting is for you to vote on these proposals
related to the Capital Appreciation and Aggressive Growth portfolios:

1. We have approved a new Subadvisory Agreement for the Capital
Appreciation portfolio between the Adviser and Jennison Associates, LLC and we
are now asking you to approve the agreement.

2. We have approved a new Subadvisory Agreement for the Aggressive Growth
portfolio between the Adviser and Janus Capital Corporation and we are now
asking you to approve the agreement .

A majority vote of the eligible shareholders of the portfolios is required
for each issue to be approved. Under the Investment Company Act of 1940 (the
"1940 Act"), a majority vote requires at least:

- 67% of the shares represented at a meeting (by proxy or in person)
where more than half of the outstanding shares are represented, or

- More than half of all the outstanding shares.

WE RECOMMEND THAT YOU APPROVE THESE PROPOSALS.

INVESTMENT ADVISORY SERVICES

The Adviser is a wholly-owned subsidiary of ONLI. Under the Investment
Advisory Agreement between the Adviser and the Fund, the Adviser regularly
recommends an investment program consistent with the Fund's investment policies.
Once the Board of Directors approves an investment program, the Adviser
implements the program by placing orders for the purchase and sale of
securities. The Adviser also provides the Fund with office space, necessary
clerical personnel (other than those provided by agreements between the Fund and
Firstar Bank, N.A. (Cincinnati, Ohio), which serves as custodian, and American
Data Services, Inc. (Hauppauge, New York) which serves as transfer agent and
servicing agent for the Fund), and services of executive and administrative
personnel.

2
<PAGE> 6

The Adviser is the investment adviser to the following portfolios of the
Fund (assets shown as of December 31, 1999:

<TABLE>
<S> <C>
Equity...................................... $329,597,352.32
Money Market................................ 67,158,501.44
Bond........................................ 25,984,713.71
Omni........................................ 190,054,734.75
International............................... 173,076,624.26
Capital Appreciation........................ 64,621,610.91
Small Cap................................... 167,919,912.65
International Small Company................. 38,147,330.93
Aggressive Growth........................... 23,324,534.11
Core Growth................................. 31,464,819.67
Growth & Income............................. 113,048,025.81
S&P 500 Index............................... 216,575,151.32
Social Awareness............................ 3,390,013.40
Strategic Income............................ 3,094,938.07
Firstar Growth & Income..................... 3,306,341.55
Relative Value.............................. 11,881,933.22
Small Cap Growth............................ 20,271,785.00
High Income Bond............................ 12,610,825.66
Equity Income............................... 4,373,596.64
Blue Chip................................... 4,783,951.59
</TABLE>

Under a Service Agreement among the Fund, the Adviser and ONLI, ONLI has
agreed to furnish the Adviser, at cost, the research facilities, services and
personnel the Adviser may need to perform its duties under the Investment
Advisory Agreement. The Adviser has agreed to reimburse ONLI for its expenses in
this regard. The Fund has not paid to the Adviser, or to any of its affiliates,
any compensation for services other than under the Investment Advisory Agreement
during the last fiscal year. The address of the Adviser, Ohio National Life and
the Fund is One Financial Way, Montgomery, Ohio 45242.

The president of the Adviser is Christopher A. Carlson. The Adviser's
directors are Mr. Carlson, Michael A. Boedeker, Michael D. Stohler, David B.
O'Maley and John J. Palmer. Messrs. Carlson, Boedeker and Stohler are
principally employed as investment officers of ONLI. Messrs. Carlson and
Boedeker are also vice presidents of the Fund. John J. Palmer is president of
the Fund. The Adviser's secretary, Ronald L. Benedict, is also the secretary and
a director of the Fund. The business address of each of these individuals is One
Financial Way, Montgomery, Ohio 45242.

The Investment Advisory Agreement and Service Agreement were both entered
into as of May 1, 1996.

As compensation for its services, the Adviser receives from the Fund annual
fees on the basis of each portfolio's average daily net assets during the month
for which the fees are paid based on the following schedule:

- for each of the Equity, Bond, Omni and Social Awareness portfolios,
0.60% of the first $100 million, 0.50% of the next $150 million, 0.45%
of the next $250 million, 0.40% of the next $500 million, 0.30% of the
next $1 billion, and 0.25% of average daily net assets over $2
billion;

- for the Money Market portfolio, 0.30% of the first $100 million, 0.25%
of the next $150 million, 0.23% of the next $250 million, 0.20% of the
next $500 million, and 0.15% of average daily net assets over $1
billion;

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<PAGE> 7

- for each of the International, Relative Value, Small Cap Growth, Blue
Chip and Firstar Growth & Income portfolios, 0.90% of each portfolio's
daily net assets;

- for each of the Capital Appreciation, Small Cap, Aggressive Growth and
Strategic Income portfolios, 0.80% of each portfolio's average daily
net assets;

- for the Core Growth portfolio, 0.95% of the first $150 million, and
0.80% of average daily net assets over $150 million;

- for the Growth & Income portfolio, 0.85% of the first $200 million,
and 0.80% of average daily net assets over $200 million;

- for the S&P 500 Index portfolio, 0.40% of the first $100 million,
0.35% of the next $150 million, and 0.33% of average daily net assets
over $250 million;

- for the International Small Company portfolio, 1.00% of that
portfolio's average daily net assets, and

- for each of the High Income Bond and Equity Income portfolios, 0.75%
of each portfolio's average daily net assets.

However, as to the Money Market portfolio, the Adviser is presently waiving
any of its fee in excess of 0.25%, and as to the International portfolio, the
Adviser is presently waiving any of its fee in excess of 0.85%.

During 1999, the Adviser received $7,933,767.03 in fees from the Fund. This
included $574,227.57 in fees from the Capital Appreciation portfolio and
$186,706.87 from the Aggressive Growth portfolio. Had the proposed new
investment advisory fees been in effect in 1999, compensation would not have
been different.

Under the Investment Advisory Agreement, the Fund authorizes the Adviser to
retain subadvisers for the International, International Small Company, Capital
Appreciation, Small Cap, Aggressive Growth, Core Growth, Growth & Income,
Strategic Income, Firstar Growth & income, Relative Value, Small Cap Growth,
High Income Bond, Equity Income and Blue Chip portfolios, subject to the
approval of the Fund's Board of Directors. The Adviser has entered into
Subadvisory Agreements with subadvisers, to manage the investment and
reinvestment of those portfolios' assets, subject to supervision by the Adviser.
As compensation for their subadvisory services the Adviser pays:

- Legg Mason Fund Advisors, Inc. a fee of the annual rate of

- 0.45% of the first $500 million of the portfolios average daily net
assets and 0.40% of the average daily net assets in excess of $500
million.

- Federated Global Investment Management Corp. ("FGIM") fees at the annual
rate of

- 0.45% of the first $200 million, and 0.40% of average daily net assets
in excess of $200 million of the International portfolio, and

- 0.75% of the first $100 million, and 0.65% of average daily net assets
in excess of $100 million of the International Small Company
portfolio;

- Founders Asset Management LLC a fee at the annual rate of 0.55% of the
first $150 million, 0.50% of the next $150 million, and 0.40% of average
daily net assets in excess of $300 million of the Small Cap portfolio;

- Pilgrim Baxter & Associates, Ltd. a fee at the annual rate of 0.65% of
the first $50 million, 0.60% of the next $100 million, and 0.50% of
average daily net assets in excess of $150 million of the Core Growth
portfolio;

- RS Investment Management, L.P. ("RSIM") fees at the annual rate of

- 0.60% of the first $100 million, 0.55% of the next $100 million, and
0.50% of average daily net assets in excess of $200 million of the
Growth & Income portfolio, and

4
<PAGE> 8

- 0.64% of the first $100 million, 0.60% of the next $100 million, and
0.50% of average daily net assets in excess of $200 million in the
Small Cap Growth portfolio.

- Firstar Investment Research & Management Company, LLC ("FIRMCO") fees at
the annual rate of 0.65% of the first $50 million and 0.60% of the
average daily net assets in excess of $50 million of the Firstar Growth &
Income portfolio.

- Firstar Bank, N.A. ("Firstar") fees at the annual rate of

- 0.55% of the first $50 million and 0.50% of average daily net assets
in excess of $50 million of the Strategic Income portfolio, and

- 0.65% of the first $50 million and 0.60% of average daily net assets
in excess of $50 million of the Relative Value portfolio, and

- Federated Investment Counseling fees at the annual rate of

- 0.50% of the first $30 million, 0.40% of the next $20 million, 0.30%
of the next $25 million, and 0.25% of average daily net assets in
excess of $75 million of the High Income Bond portfolio, and

- 0.50% of the first $35 million, 0.35% of the next $65 million, and
0.25% of average daily net assets in excess of $100 million for
directing the investment and reinvestment of the assets of each of the
Equity Income and Blue Chip portfolios.

The Board of Directors and shareholders of each portfolio initially voted
to approve the current Investment Advisory, Service and Subadvisory Agreements
on the dates listed below:

<TABLE>
<CAPTION>
BOARD OF
DIRECTORS SHAREHOLDERS
--------- ------------
<S> <C> <C>
Equity...................................................... 5-20-99 7-22-99
Money Market................................................ 1-24-96 3-28-96
Bond........................................................ 1-24-96 3-28-96
Omni........................................................ 1-24-96 3-28-96
International (Investment Advisory and Service)............. 1-24-96 3-28-96
International (Subadvisory)................................. 12-09-98 4-05-99
Capital Appreciation........................................ 1-24-96 3-28-96
Small Cap (Investment Advisory and Service)................. 1-24-96 3-28-96
Small Cap (Sub-Advisory).................................... 11-19-97 2-17-98
International Small Company (Investment Advisory and
Service).................................................. 1-24-96 3-28-96
International Small Company (Subadvisory)................... 12-09-98 4-05-99
Aggressive Growth........................................... 1-24-96 3-28-96
Core Growth................................................. 8-22-96 1-02-97
Growth & Income (Investment Advisory and Service)........... 8-22-96 1-02-97
Growth & Income (Subadvisory)............................... 2-24-99 4-05-99
S&P 500 Index............................................... 8-22-96 1-02-97
Social Awareness............................................ 8-22-96 1-02-97
Strategic Income............................................ 8-22-96 1-02-97
Firstar Growth & Income (Investment Advisory and Service)... 8-22-96 1-02-97
Firstar Growth & Income (Subadvisory)....................... 2-24-99 4-05-99
Relative Value.............................................. 8-22-96 1-02-97
Small Cap Growth (Investment Advisory and Service).......... 2-11-98 4-30-98
</TABLE>

5
<PAGE> 9

<TABLE>
<CAPTION>
BOARD OF
DIRECTORS SHAREHOLDERS
--------- ------------
<S> <C> <C>
Small Cap Growth (Subadvisory).............................. 2-24-99 4-05-99
High Income Bond............................................ 2-11-98 4-30-98
Equity Income............................................... 2-11-98 4-30-98
Blue Chip................................................... 2-11-98 4-30-98
</TABLE>

These agreements will continue in force from year to year if they are
approved at least annually by (a) a majority of the Fund's directors who are not
parties to the agreements or interested persons of any such party, with votes to
be cast in person at a meeting called for the purpose of voting on such
continuance, and also by (b) a majority of the Board of Directors or by a
majority of the outstanding voting securities of each portfolio voting
separately. The Board of Directors has approved the continuance of each
agreement at least once a year following the dates shown above. The dates
indicated for initial approvals by the shareholders also represent the most
recent times those agreements were submitted to the shareholders.

The Investment Advisory, Service and Subadvisory Agreements may be
terminated at any time, without the payment of any penalty, if we give 60 days'
written notice to the Adviser or, as to any portfolio, by a vote of the majority
of the portfolio's outstanding voting securities. The Investment Advisory
Agreement may be terminated by the Adviser on 90 days' written notice to the
Fund. The Service Agreement may be terminated, without penalty, by the Adviser
or ONLI on 90 days' written notice to the Fund and the other party. The
Sub-Advisory Agreements may be terminated, without penalty, by the Adviser or
the sub-adviser on 90 days' written notice to the Fund and the other party. An
Agreement will automatically terminate if it is assigned.

In addition to being the investment adviser to the Fund, the Adviser is
also the investment adviser to ONE Fund, Inc. ("ONE Fund") and Dow Target
Variable Fund LLC ("Dow Target"). ONE Fund presently consists of the following
portfolios:

<TABLE>
<CAPTION>
NET ASSETS DECEMBER 31,
ONE FUND PORTFOLIO 1999
------------------ ----------------------------
<S> <C>
Money Market......................... $16,947,654.85
Income............................... 6,469,931.93
Income & Growth...................... 12,107,414.60
Growth............................... 11,407,266.88
Small Cap............................ 3,531,472.08
International........................ 15,046,155.95
S&P 500(SM) Index.................... 5,298,533.36
Core Growth.......................... 6,830,377.18
</TABLE>

6
<PAGE> 10

Dow Target presently consists of the following portfolios:

<TABLE>
<CAPTION>
NET ASSETS DECEMBER 31,
DOW TARGET 10 PORTFOLIO 1999
----------------------- -----------------------
<S> <C>
Dow Target 10 January................ $ 459,929.35
Dow Target 10 February............... 1,161,708.80
Dow Target 10 March.................. 1,016,943.79
Dow Target 10 April.................. 1,256,634.23
Dow Target 10 May.................... 717,302.86
Dow Target 10 June................... 1,157,864.58
Dow Target 10 July................... 989,984.32
Dow Target 10 August................. 805,241.93
Dow Target 10 September.............. 1,467,689.15
Dow Target 10 October................ 1,396,099.89
Dow Target 10 November............... 1,334,775.90
Dow Target 10 December............... 1,474,044.66
</TABLE>

<TABLE>
<CAPTION>
DOW TARGET 5 PORTFOLIO
----------------------
<S> <C>
Dow Target 5 September............... $ 156,782,27
Dow Target 5 October................. 271,321.33
Dow Target 5 November................ 212,304.07
Dow Target 5 December................ 207,347.91
</TABLE>

As compensation for its services to ONE Fund, the Adviser receives from ONE
Fund fees on the basis of each portfolio's average daily net assets during the
month for which the fees are paid based on the following schedule:

- for each of the Income, Income & Growth and Growth portfolios, the fee
is at an annual rate of 0.50% of the first $100 million of the average
daily net assets in each portfolio, 0.40% of the next $150 million,
and 0.30% of the average daily net assets in each portfolio over $250
million;

- as to the Money Market portfolio, the fee is at an annual rate of
0.30% of the first $100 million, 0.25% of the next $150 million, and
0.20% of the average daily net assets over $250 million;

- for the Small Cap portfolio, the fee is at an annual rate of 0.65% of
the first $100 million, 0.55% of the next $150 million, and 0.45% of
the average daily net assets over $250 million;

- for the International portfolio, the fee is at the annual rate of
0.90% of the average daily net assets in the portfolio;

- for the Core Growth portfolio, the fee is at an annual rate of 0.95%
of the first $150 million, and 0.80% of the average daily net assets
over $150 million.

- for the S&P 500(SM) Index portfolio, the fee is at an annual rate of
0.40% of the average daily net assets of the portfolio.

However, the Adviser is presently voluntarily waiving 0.15% of its fees in
connection with the Money Market, Income, Income & Growth, Growth, and Small Cap
portfolios of ONE Fund.

During 1999, the Adviser received $406,025.18 in fees from ONE Fund.

7
<PAGE> 11

As compensation for its services to Dow Target, the Adviser receives from
Dow Target a fee at an annual rate of 0.60% of the average daily net assets of
Dow Target during the month for which the fee is paid. Dow Target first began
business in January, 1999.

During 1999, the Adviser received $45,994.40 in fees from the Dow(SM)
Target Variable Fund, LLC.

The Adviser is a wholly-owned subsidiary of The Ohio National Life
Insurance Company. Both are located at One Financial Way, Montgomery, Ohio
45242.

CAPITAL APPRECIATION PORTFOLIO PROPOSAL

NEW SUBADVISORY AGREEMENT

T. Rowe Price Associates, Inc. has managed the Capital Appreciation
portfolio since May 1, 1994. Based on several factors, including fund
performance, management style, and existing business relationships with the
proposed new subadviser, the Board of Directors voted unanimously on November
19, 1999 to terminate the subadvisory agreement with T. Rowe Price as of the
close of business December 31, 1999. At the same meeting, the Board of Directors
voted unanimously to approve a new subadvisory agreement with Jennison
Associates, Inc. (the "Jennison Subadvisory Agreement") to take effect on
January 3, 2000. By its terms, the Jennison Agreement will only continue in
effect for the Capital Appreciation portfolio for more than 150 days if it is
approved by your vote. If you do not approve the Jennison Subadvisory Agreement,
the Adviser will need to take over management of the Capital Appreciation
portfolio or we would need to find another subadviser.

Jennison Associates, Inc. was founded in 1969 and is a wholly owned
subsidiary of The Prudential Insurance Company of America. Jennison has 31 years
of experience in the investment management business and currently advises or
subadvises investments for 178 clients valued in excess of $48.4 billion.
Jennison is located at 466 Lexington Avenue, New York, New York.

The portfolio manager for the Capital Appreciation portfolio is Bradley L.
Goldberg, CFA who is also Director, Executive Vice President of the subadviser
and Chairman of the Asset Allocation Committee of the subadviser. Before joining
Jennison Associates in 1974, Mr. Goldberg served as Vice President and Group
Head in the Investment Research Division of Bankers Trust Company. Mr. Goldberg
received a BS degree from the University of Illinois and an MBA from New York
University.

8
<PAGE> 12

The directors and principal executive officers of Jennison Associates, LLC
are as follows:

<TABLE>
NAME POSITION WITH JENNISON ASSOCIATES OTHER PRINCIPAL OCCUPATION
- ------------------------ ------------------------------------ ----------------------------------
<S> <C> <C>
Blair Boyer............. Director, Executive Vice President
Cecilia Brancato........ Director, Senior Vice President
David Chan.............. Director, Senior Vice President
Michael Del Balso....... Director, Executive Vice President &
Director of Equity Research
Thomas Doyle............ Director, Executive Vice President
Joseph Ferrugio......... Director, Senior Vice President
Bradley Goldberg........ Director, Executive Vice President
John Hobbs.............. Director, Chairman & Chief
Executive Officer
James Kannry............ Director, Executive Vice President
Karen Kohler............ Director, Senior Vice President,
Chief Administrative Officer,
Chief Compliance Officer,
Treasurer, Secretary
Paul Lowenstein......... Director Chief Administrative Officer of
Prudential Investments
Kathleen McCarragher.... Director, Executive Vice President &
Domestic Growth Equity
Investment Strategist
Philip H.B. Moss........ Director, Executive Vice President
Eric Philo.............. Director, Senior Vice President
Peter Reinemann......... Director, Senior Vice President
Spiros Segalas.......... Director, President & Chief
Investment Officer
</TABLE>

Jennison intends to manage the Capital Appreciation portfolio in a style
similar to that of the Prudential-Jennison Growth and Income Fund. The
Prudential-Jennison Growth and Income Fund charges its retail shareholders a
management fee of 0.60%. The net assets of the Prudential-Jennison Growth and
Income Fund as of December 31, 1999 was $153 million. The portfolio's current
investment restrictions and fundamental policies will not change. If such a
change becomes necessary, we will be required to obtain your approval at another
meeting of the shareholders of the Fund.

A copy of the proposed Subadvisory Agreement is attached as Exhibit A.

AGGRESSIVE GROWTH PORTFOLIO PROPOSAL

NEW SUBADVISORY AGREEMENT

Strong Capital Management has managed the Aggressive Growth portfolio since
its inception in 1996. Based on several factors, including fund performance and
management style, the Board of Directors voted unanimously on November 19, 1999
to terminate the subadvisory agreement with Strong Capital Management as of the
close of business December 31, 1999. At the same meeting, the Board of Directors
voted unanimously to approve a new subadvisory agreement with Janus Capital
Corporation (the "Janus Subadvisory Agreement") to take effect on January 3,
2000. By its terms, the Janus Subadvisory Agreement will only continue in effect
for the Aggressive Growth portfolio for more than 150 days if it is approved by
your vote. If you do not approve the Janus Subadvisory Agreement, the Adviser
will need to take over management of the Aggressive Growth portfolio or we would
need to find another subadviser.

9
<PAGE> 13

Janus Capital Corporation began serving as an investment adviser for its
proprietary mutual funds in 1970 and currently advises or subadvises investments
for the Janus Funds and other private label mutual funds and institutional
accounts. Janus Capital Corporation is located at 100 Fillmore Street, Denver,
Colorado.

The portfolio manager for the Aggressive Growth portfolio is Claire Young,
CFA. Ms. Young is also the portfolio manager and Executive Vice President of the
Janus Olympus Fund. Before managing the Olympus Fund, Ms. Young was an Assistant
Portfolio Manager of Janus Twenty Fund and Janus Growth and Income Fund. Before
joining Janus in 1992, Ms. Young was a research analyst at Andersen Consulting
Strategic Services division in New York. Ms. Young graduated cum laude from Yale
University with a bachelor's degree in electrical engineering.

The directors and principal executive officers of Janus Capital Corporation
are as follows:

<TABLE>
POSITION WITH JANUS CAPITAL
NAME CORPORATION OTHER PRINCIPAL OCCUPATION
- ----------------------- ---------------------------------- -----------------------------------
<S> <C> <C>
Thomas H. Bailey....... Chairman, Chief Executive Officer,
Director and President
of Janus Capital
James P. Craig......... Chief Investment Officer, Director
of Research, Vice President
and Director of Janus Capital
Thomas A. Early........ Vice President, General Counsel
and Secretary of Janus Capital
Steven R. Goodbarn..... Vice President of Finance,
Treasurer and Chief Financial
Officer of Janus Capital
Michael E. Herman...... Director President of Kansas City Royals and
Chairman of Finance Committee of
the Ewing Marion Kauffman
Foundation
Thomas A. McDonnell.... Director President and Chief Executive
Officer
and a Director of DST Systems, Inc.
Landon H. Rowland...... Director President and Chief Executive
Officer
of Kansas City Southern
Industries, Inc.
Michael N. Stolper..... Director President of Stolper & Company
</TABLE>

A copy of the proposed Subadvisory Agreement is attached as Exhibit B.

Janus intends to manage the Aggressive Growth portfolio in a style similar
to that of its Olympus Fund. The Janus Olympus Fund currently charges its retail
shareholders a management fee of 0.70%. The net assets of the Olympus Fund as of
October 31, 1999 was $3.9 billion. The portfolio's current investment
restrictions and fundamental policies will not change. If such a change becomes
necessary, we will be required to obtain your approval at another meeting of the
shareholders of the Fund.

We recommend that you approve the Janus Subadvisory Agreement.

INVESTMENT ADVISORY FEES

The Subadvisory Agreement with Jennison Associates, LLC will include a
subadvisory fee of 0.45% of the first $500 million and 0.40% of the Capital
Appreciation portfolio's average daily net assets in excess of $500 million. The
subadvisory fee is paid by the Adviser out of its investment advisory fee.

The Subadvisory Agreement with Janus Capital Corporation will include an
advisory fee of 0.55% of the first $100 million of the average daily net assets
of the portfolio during the month preceding each payment, 0.50% of the next $400
million and 0.45% of the average daily net assets in excess of $500 million. The
subadvisory fee is paid by the Adviser out of its investment advisory fee.

10
<PAGE> 14

EXHIBIT A

SUB-ADVISORY AGREEMENT

This Agreement is made as of the third day of January, 2000 by and between
OHIO NATIONAL INVESTMENTS, INC., an Ohio corporation (the "Adviser"), and
JENNISON ASSOCIATES LLC, a [state] limited liability company (the
"Sub-Adviser").

WHEREAS, OHIO NATIONAL FUND, INC. (the "Fund"), is a Maryland corporation
that is registered under the Investment Company Act of 1940, as amended,
(together with the regulations promulgated pursuant thereto, the "1940 Act");
and

WHEREAS, the Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended, (together with the regulations
promulgated pursuant thereto, the "Advisers Act"); and

WHEREAS, the Adviser has been appointed as investment adviser to the Fund
in accordance with the 1940 Act and the Advisers Act; and

WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act and engages in the business of providing investment advisory
services; and

WHEREAS, the Fund has authorized the Adviser to appoint the Sub-Adviser,
subject to the requirements of the 1940 Act and the Advisers Act, as a
sub-adviser with respect to that portion of the assets of the Fund designated as
the CAPITAL APPRECIATION PORTFOLIO of the Fund on the terms and conditions set
forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1. Investment Advisory Services

(a) The Adviser hereby retains the Sub-Adviser, and the Sub-Adviser
hereby accepts engagement by the Adviser, to supervise and manage on a
fully-discretionary basis the cash, securities and other assets of the
Capital Appreciation Portfolio that the Adviser shall from time to time
place under the supervision of the Sub-Adviser (such cash, securities and
other assets initially and as same shall thereafter be increased or
decreased by the investment performance thereof and by additions thereto
and withdrawals therefrom by the Adviser shall hereinafter be referred to
as the "Portfolio"). The Fund is the owner of all cash, securities and
other assets in the Portfolio, and there are no restrictions on the pledge,
hypothecation, transfer or sale of such cash, securities or assets. To
enable the Sub-Adviser to exercise fully its discretion hereunder, the
Adviser hereby appoints the Sub-Adviser as agent and attorney-in-fact for
the Portfolio with full authority to buy, sell and otherwise deal in
securities and other intangible investments and contracts relating to the
same for the Portfolio.

(b) All activities by the Sub-Adviser on behalf of the Adviser and the
Portfolio shall be in accordance with the investment objectives, policies
and restrictions set forth in the 1940 Act and in the Fund's prospectus and
statement of additional information, as amended from time to time
(together, the "Prospectus") and as interpreted from time to time by the
Board of Directors of the Fund and by the Adviser. All activities of the
Sub-Adviser on behalf of the Adviser and the Portfolio shall also be
subject to the due diligence oversight and direction of the Adviser.

A-1
<PAGE> 15

continuous investment program for the Portfolio consistent with the
investment objectives and related investment policies and restrictions for
such Portfolio as set forth in the Prospectus; and (3) take such steps as
are necessary to implement the aforementioned investment program by placing
orders for the purchase and sale of securities.

(e) In connection with the purchase and sale of securities of the
Portfolio, the Sub-Adviser shall arrange for the transmission to the
Adviser and the Portfolio's custodian on a daily basis such confirmation,
trade tickets and other documents as may be necessary to enable them to
perform their administrative responsibilities with respect to the
Portfolio. With respect to Portfolio securities to be purchased or sold
through the Depository Trust Company, the Sub-Adviser shall arrange for the
automatic transmission of trade data to the Portfolio's custodian.

(f) In connection with the placement of orders for the execution of
the Portfolio's securities transactions, the Sub-Adviser shall create and
maintain all necessary records of the Portfolio as are required of an
investment adviser of a registered investment company including, but not
limited to, records required by the 1940 Act and the Advisers Act. All such
records pertaining to the Portfolio shall be the property of the Fund and
shall be available for inspection and use by the Securities and Exchange
Commission, any other regulatory authority having jurisdiction, the Fund,
the Adviser or any person retained by the Fund or the Adviser. Where
applicable, such records shall be maintained by the Sub-Adviser for the
period and in the place required by Rule 31a-2 under the 1940 Act.

(h) In acting under this Agreement, the Sub-Adviser shall be an
independent contractor and not an agent of the Adviser or the Fund.

SECTION 2. Expenses

(a) The Sub-Adviser shall assume and pay all of its own costs and
expenses, including those for furnishing such office space, office
equipment, office personnel and office services as the Sub-Adviser may
require in the performance of its duties under this Agreement.

(b) The Fund shall bear all expenses of the Portfolio's organization
and registration, and the Fund and Adviser shall bear all of their
respective expenses of their operations and businesses not expressly
assumed or agreed to be paid by the Sub-Adviser under this Agreement. In
particular, but without limiting the generality of the foregoing, the Fund
shall pay any fees due to the Adviser, all interest, taxes, governmental
charges or duties, fees, brokerage and commissions of every kind arising
hereunder or in connection herewith, expenses of transactions with
shareholders of the Portfolio, expenses of offering interests in the
Portfolio for sale, insurance, association membership dues, all charges of
custodians (including fees as custodian and for keeping books, performing
portfolio valuations and rendering other services to the Fund), independent
auditors and legal counsel, expenses of preparing, printing and
distributing all prospectuses, proxy material, reports and notices to
shareholders of the Fund, and all other costs incident to the Portfolio's
existence.

SECTION 3. Use of Services of Others

The Sub-Adviser may (at its expense except as set forth in Section 2
hereof) employ, retain or otherwise avail itself of the services or facilities
of other persons or organizations for the purpose of providing the Sub-Adviser
with such statistical or factual information, such advice regarding economic
factors and trends or such other information, advice or assistance as the
Sub-Adviser may deem necessary, appropriate or convenient for the discharge of
the Sub-Adviser's obligations hereunder or otherwise helpful to the Fund and the
Portfolio.

SECTION 4. Sub-Advisory Fees

In consideration of the Sub-Adviser's services to the Fund hereunder, the
Sub-Adviser shall be entitled to a sub-advisory fee, payable monthly, at the
annual rate of 0.75% of the first ten million dollars ($10,000,000) of the

A-2
<PAGE> 16

average daily net assets of the Portfolio during the month preceding each
payment, 0. 50% of the next thirty million dollars ($30,000,000), 0.35% of the
next twenty-five million dollars ($25,000,000), 0.25% of the next three hundred
and thirty-five million dollars ($335,000,000), 0.22% of the next six hundred
million dollars ($600,000,000), and 0.20% of the average daily net assets of the
Portfolio in excess of one billion dollars ($1,000,000,000) (the "Sub-Advisory
Fee"). The Sub-Advisory Fee shall be accrued for each calendar day and the sum
of the daily Sub-Advisory Fee accruals shall be paid monthly to the Sub-Adviser
on or before the fifth business day of the next succeeding month. The daily fee
accruals will be computed on the basis of the valuations of the total net assets
of the Portfolio as of the close of business each day. The Sub-Advisory Fee
shall be payable solely by the Adviser, and the Fund shall not be liable to the
Sub-Adviser for any unpaid Sub-Advisory Fee.

SECTION 5. Limitation of Liability of Sub-Adviser

(a) The Sub-Adviser shall be liable for losses resulting from its own acts
or omissions caused by the Sub-Adviser's willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or its reckless disregard
of its duties under this Agreement, and nothing herein shall protect the
Sub-Adviser against any such liability to the shareholders of the Fund or to the
Adviser. The Sub-Adviser shall not be liable to the Fund or to any shareholder
of the Fund or to the Adviser for any claim or loss arising out of any
investment or other act or omission in the performance of the Sub-Adviser's
duties under this Agreement, or for any loss or damage resulting from the
imposition by any government of exchange control restrictions which might affect
the liquidity of the Fund's assets maintained with custodians or securities
depositories in foreign countries, or from any political acts of any foreign
governments to which such assets might be exposed, or for any tax of any kind,
including without limitation any statutory, governmental, state, provincial,
regional, local or municipal imposition, duty, contribution or levy imposed by
any government or governmental agency upon or with respect to such assets or
income earned with respect thereto (collectively "Taxation"). Notwithstanding
the foregoing sentence, the Sub-Adviser shall be liable for taxes or tax
penalties incurred by the Fund for any failure of the Portfolio to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986 as amended as a result of the Sub-Adviser's management of the Portfolio.

(b) In the event the Sub-Adviser is assessed any taxation in respect of the
assets, income or activities of the Portfolio, the Adviser and the Fund jointly
will indemnify the Sub-Adviser for all such amounts wherever imposed, together
with all penalties, charges, costs and interest relating thereto and all
expenditures, including reasonable attorney's fees, incurred by the Sub-Adviser
in connection with the defense or settlement of any such assessment. The
Sub-Adviser shall undertake and control the defense or settlement of any such
assessment, including the selection of counsel or other professional advisers,
provided that the selection of such counsel and advisers and the settlement of
any assessment shall be subject to the approval of the Adviser and the Fund,
which approvals shall not be unreasonably withheld. The Adviser and the Fund
shall have the right to retain separate counsel and assume the defense or
settlement on behalf of the Adviser and the Fund, as the case may be, of any
such assessment if representation of the Adviser and the Fund by counsel
selected by the Sub-Adviser would be inappropriate due to actual or potential
conflicts of interest.

SECTION 6. Services to Other Clients and the Fund

(a) Subject to compliance with the 1940 Act, nothing contained in this
Agreement shall be deemed to prohibit the Sub-Adviser or any of its
affiliated persons from acting, and being separately compensated for
acting, in one or more capacities on behalf of the Fund. The Adviser and
the Fund understand that the Sub-Adviser may act as investment manager or
in other capacities on behalf of other customers including entities
registered under the 1940 Act. While information, recommendations and
actions which the Sub-Adviser supplies to and does on behalf of the
Portfolio shall in the Sub-Adviser's judgment be appropriate under the
circumstances in light of the investment objectives and policies of the
Fund, as set forth in the Prospectus delivered to the Sub-Adviser from time
to time, it is understood and agreed that they may be different from the
information, recommendations and actions the Sub-Adviser or its affiliated
persons supply to or do on behalf of other clients. The Sub-Adviser and its
affiliated persons shall supply information, recommendations and any other
services to the Portfolio and to any other client in an impartial and fair
manner in order to seek good results for all clients involved. As used
herein, the term "affiliated person" shall have the meaning assigned to it
in the 1940 Act.

A-3
<PAGE> 17

(b) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
customers, the Sub-Adviser may, to the extent permitted by applicable law,
aggregate the securities to be so sold or purchased in order to obtain the
best execution or lower brokerage commissions, if any. The Sub-Adviser may
also on occasion purchase or sell a particular security for one or more
customers in different amounts. On either occasion, and to the extent
permitted by applicable law and regulations, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Sub-Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the Fund and to
such other customers.

(c) The Sub-Adviser agrees to use the same skill and care in providing
services to the Fund as it uses in providing services to other similar
accounts for which it has investment responsibility. The Sub-Adviser will
conform with all applicable rules and regulations of the Securities and
Exchange Commission.

SECTION 7. Proxies

Unless the Adviser instructs the Sub-Adviser otherwise in writing, the
Sub-Adviser will vote proxies for securities held by the Fund in accordance with
the Sub-Adviser's policies for proxy voting. The Sub-Adviser is authorized to
instruct the custodian to forward to the Sub-Adviser copies of all proxies and
shareholder communications relating to securities held by the Portfolio (other
than materials relating to legal proceedings). The Adviser agrees that the
Sub-Adviser will not be liable for failing to vote any proxies where it has not
received such proxies or related shareholder communications on a timely basis.

SECTION 8. Reports to the Sub-Adviser

The Adviser shall furnish to the Sub-Adviser the Prospectus, proxy
statements, reports and other information relating to the business and affairs
of the Fund as the Sub-Adviser may, at any time or from time to time, reasonably
require in order to discharge the Sub-Adviser's duties under this Agreement.

SECTION 9. Term of Agreement

Provided that this Agreement shall have first been approved by the Board of
Directors of the Fund, including a majority of the members thereof who are not
interested persons (as defined in the 1940 Act) of either party, by a vote cast
in person at a meeting called for the purpose of voting such approval, then this
Agreement shall be effective on the date hereof. Unless earlier terminated as
hereinafter provided, this Agreement shall continue in effect until approved by
a majority vote of the voting securities of the Portfolio, at a meeting to take
place not more than one year after the effective date of the Fund's registration
statement relating to the Portfolio. Thereafter, this Agreement shall continue
in effect from year to year, subject to approval annually by the Board of
Directors of the Fund or by vote of a majority of the voting securities of the
Portfolio and also, in either event, by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the
Directors of the Fund who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) of any such person.

SECTION 10. Termination of Agreement; Assignment

(a) This Agreement may be terminated by either party hereto without
the payment of any penalty, upon 90 days' prior notice in writing to the
other party and to the Fund, or upon 60 days' written notice by the Fund to
the two parties; provided, that in the case of termination by the Fund such
action shall have been authorized by resolution of a majority of the Board
of Directors of the Fund or by vote of a majority of the voting securities
of the Portfolio. In addition, this Agreement shall terminate upon the
later of (1) the termination of the Adviser's agreement to provide
investment advisory services to the Fund or (2) notice to the Sub-Adviser
that the Adviser's agreement to provide investment advisory services to the
Fund has terminated.

(b) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).

A-4
<PAGE> 18

SECTION 11. Notices

(a) The Sub-Adviser agrees to promptly notify the Adviser of the
occurrence of any of the following events: (1) any change in the
Portfolio's portfolio manager; (2) the Sub-Adviser fails to be registered
as an investment adviser under the Advisers Act or under the laws of any
jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this
Agreement; (3) the Sub-Adviser is the subject of any action, suit,
proceeding, inquiry or investigation at law or in equity, before or by any
court, public board or body, involving the affairs of the Portfolio; or (4)
any change in control of the Sub-Adviser.

(b) Any notice given hereunder shall be in writing and may be served
by being sent by telex, facsimile or other electronic transmission or sent
by registered mail or by courier to the address set forth below for the
party for which it is intended. A notice served by mail shall be deemed to
have been served seven days after mailing and in the case of telex,
facsimile or other electronic transmission twelve hours after dispatch
thereof. Addresses for notice may be changed by written notice to the other
party.

If to the Adviser:

Ohio National Investments, Inc.
P.O. Box 237
Cincinnati, Ohio 45201
Fax No. (513) 794-4506

With a copy to:

Ronald L. Benedict, Secretary
Ohio National Investments, Inc.
P.O. Box 237
Cincinnati, Ohio 45201

If to the Sub-Adviser:

Jennison Associates LLC
466 Lexington Avenue
New York, New York 10017
Fax No. (212) 986-0603

With a copy to:

SECTION 12. 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.

SECTION 13. Applicable Provisions of Law

The Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act, and to
the extent that any provisions herein contained conflict with any such
applicable provisions of law, the latter shall control.

SECTION 14. Counterparts

This Agreement may be entered into in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

A-5
<PAGE> 19

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto
as of the day and year first above written.

OHIO NATIONAL INVESTMENTS, INC.

By: /s/ MICHAEL A. BOEDEKER
------------------------------------
Michael A. Boedeker
Vice President

JENNISON ASSOCIATES LLC

By: /s/ KAREN E. KOHLER
------------------------------------
Karen E. Kohler
Senior Vice President

Accepted and Agreed:
OHIO NATIONAL FUND, INC.

By: /s/ JOHN J. PALMER
--------------------------------------------------------
John J. Palmer, President

A-6
<PAGE> 20

EXHIBIT B

SUB-ADVISORY AGREEMENT

This Agreement is made as of the nineteenth day of January, 2000 by and
between OHIO NATIONAL INVESTMENTS, INC., an Ohio corporation (the "Adviser"),
and JANUS CAPITAL CORPORATION, a Colorado corporation (the "Sub-Adviser").

WHEREAS, the Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended, (together with the regulations
promulgated pursuant thereto, the "Advisers Act"); and

WHEREAS, the Adviser has been appointed as investment adviser to the Fund
in accordance with the 1940 Act and the Advisers Act; and

WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act and engages in the business of providing investment advisory
services; and

WHEREAS, the Fund has authorized the Adviser to appoint the Sub-Adviser,
subject to the requirements of the 1940 Act and the Advisers Act, as a
sub-adviser with respect to that portion of the assets of the Fund designated as
the AGGRESSIVE GROWTH PORTFOLIO ("Portfolio") of the Fund on the terms and
conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1. Investment Advisory Services

(a) The Adviser hereby retains the Sub-Adviser, and the Sub-Adviser
hereby accepts engagement by the Adviser, to supervise and manage on a
fully-discretionary and exclusive basis the cash, securities and other
assets of the Portfolio. The Fund is the owner of all cash, securities and
other assets in the Portfolio, and there are no restrictions on the pledge,
hypothecation, transfer or sale of such cash, securities or assets. To
enable the Sub-Adviser to exercise fully its discretion hereunder, the
Adviser hereby appoints the Sub-Adviser as agent and attorney-in-fact for
the Portfolio with full authority to buy, sell and otherwise deal in
securities and other intangible investments and contracts relating to the
same for the Portfolio.

(b) All activities by the Sub-Adviser on behalf of the Adviser and the
Portfolio shall be in accordance with the investment objectives, policies
and restrictions set forth in the 1940 Act and in the Fund's prospectus and
statement of additional information, as amended from time to time
(together, the "Prospectus"). All activities of the Sub-Adviser on behalf
of the Adviser and the Portfolio shall also be subject to the due diligence
oversight and direction of the Adviser.

(c) Subject to the supervision of the Adviser, the Sub-Adviser shall
have the sole and exclusive responsibility to select members of securities
exchanges, brokers, dealers and futures commission merchants for the
execution of transactions of the Portfolio and, when applicable, shall
negotiate commissions in connection therewith. The Sub-Adviser is
authorized, subject to the supervision of the Adviser and the Board of
Directors of the Fund, to place orders for the purchase and sale of the
Portfolio's investments with or through such persons, brokers or dealers,
including the Sub-Adviser or affiliates thereof, and to negotiate
commissions to be paid on such transactions in accordance with the Fund's
policy with respect to brokerage as set forth in the Statement of
Additional Information. The Sub-Adviser may, on behalf of the Portfolio,
pay brokerage commissions to a broker which provides brokerage and research
services to the Sub-Adviser in excess of the amount another broker would
have charged for effecting the transaction, provided (i) the Sub-Adviser
determines in good faith that the amount is reasonable in relation to the
value of the brokerage and research services provided by the executing
broker in terms of the particular transaction or in terms of the
Sub-Adviser's overall responsibilities with respect to the Portfolio and
the accounts as to which the Sub-Adviser exercises investment discretion,
(ii) such payment is made in compliance with Section 28(e) of the
B-1
<PAGE> 21

Securities Exchange Act of 1934, as amended, and any other applicable laws
and regulations, and (iii) in the opinion of the Sub-Adviser, the total
commissions paid by the Portfolio will be reasonable in relation to the
benefits to the Portfolio over the long term. It is recognized that the
services provided by such brokers may be useful to the Sub-Adviser in
connection with the Sub-Adviser's services to other clients. The Adviser
shall provide such assistance in setting up brokerage or other accounts as
the Sub-Adviser may reasonably request.

(d) In carrying out its obligations to manage the investments and
reinvestments of the assets of the Portfolio, the Sub-Adviser shall: (1)
obtain and evaluate pertinent economic, statistical, financial and other
information affecting the economy generally and individual companies or
industries the securities of which are included in the Portfolio or are
under consideration for inclusion therein; (2) formulate and implement a
continuous investment program for the Portfolio consistent with the
investment objectives and related investment policies and restrictions for
such Portfolio as set forth in the Prospectus; and (3) take such steps as
are necessary to implement the aforementioned investment program by placing
orders for the purchase and sale of securities.

(f) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to the Investment Company Act and the rules and
regulations promulgated thereunder with respect to transactions made by it
on behalf of the Portfolio including, without limitation, the books and
records required by Subsections (b)(1), (5), (6), (7), (9), (10) and (11)
and Subsection (f) of Rule 31a-1 under the 1940 Act and shall timely
furnish to the Adviser all information relating to the Sub-Adviser's
services hereunder needed by the Adviser to keep such other books and
records of the Portfolio required by Rule 31a-1 under the 1940 Act. The
Sub-Adviser will also preserve all such books and records for the periods
prescribed in Rule 31a-2 under the 1940 Act, and agrees that such books and
records shall remain the sole property of the Fund and shall be immediately
surrendered to the Fund upon request. The Sub-Adviser further agrees that
all books and records maintained hereunder shall be made available to the
Fund or the Adviser at any time upon reasonable request, including telecopy
at the Adviser's expense without unreasonable delay, during any business
day.

(g) The Sub-Adviser shall render such reports to the Adviser and/or to
the Board of Directors of the Fund concerning the investment activity and
composition of the Portfolio in such form and at such intervals as the
Adviser or the Board may from time to time reasonably require, other than
proprietary information and provided that the Sub-Adviser shall not be
responsible for portfolio accounting nor shall it be required to generate
information derived from Portfolio accounting data.

(h) The Sub-Adviser shall be responsible for the preparation and
filing of Schedule 13G and Form 13F on behalf of the Portfolio. The
Sub-Adviser shall not be responsible for the preparation or filing of any
reports required of the Portfolio by any governmental or regulatory agency,
except as expressly agreed to in writing.

(i) The Sub-Adviser shall have no responsibility to monitor certain
limitations or restrictions, including without limitation, the 90%-source
test, for which the Sub-Adviser determines it has not been provided
sufficient information in accordance with Section 8 of this Agreement or
otherwise. All such monitoring shall be the responsibility of the Adviser.

(j) The Portfolio assets shall be maintained in the custody of its
custodian. Any assets added to the Portfolio shall be delivered directly to
such custodian. The Sub-Adviser shall have no liability for the acts or
omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall
have no responsibility for the segregation requirement of the 1940 Act or
other applicable law.

B-2
<PAGE> 22

SECTION 2. Expenses

(a) Except as otherwise stated in this Agreement, the Sub-Adviser
shall assume and pay all of its own costs and expenses, including those for
furnishing such office space, office equipment, office personnel and office
services as the Sub-Adviser may require in the performance of its duties
under this Agreement.

SECTION 3. Use of Services of Others

The Sub-Adviser may (at its expense except as set forth in Sections 1(c)
and 2 hereof) employ, retain or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of providing the
Sub-Adviser with such statistical or factual information, such advice regarding
economic factors and trends or such other information, advice or assistance as
the Sub-Adviser may deem necessary, appropriate or convenient for the discharge
of the Sub-Adviser's obligations hereunder or otherwise helpful to the Fund and
the Portfolio.

SECTION 4. Sub-Advisory Fees

In consideration of the Sub-Adviser's services to the Fund hereunder, the
Sub-Adviser shall be entitled to a sub-advisory fee, payable monthly, at the
annual rate of 0.55% of the first one hundred million dollars ($100,000,000) of
the average daily net assets of the Portfolio during the month preceding each
payment, 0.50% of the next four hundred million dollars ($400,000,000), and
0.45% of the average daily net assets of the Portfolio in excess of five hundred
million dollars ($500,000,000) (the "Sub-Advisory Fee") during such period. The
Sub-Advisory Fee shall be accrued for each calendar day and the sum of the daily
Sub-Advisory Fee accruals shall be paid monthly to the Sub-Adviser on or before
the fifth business day of the next succeeding month. The daily fee accruals will
be computed on the basis of the valuations of the total net assets of the
Portfolio as of the close of business each day. The Sub-Advisory Fee shall be
payable solely by the Adviser, and the Fund shall not be liable to the
Sub-Adviser for any unpaid Sub-Advisory Fee.

SECTION 5. Limitation of Liability of Sub-Adviser

(a) In the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or its reckless
disregard of its duties under this Agreement, the Sub-Adviser shall not be
subject to any liability to the Fund, the shareholders of the Fund or to
the Adviser. The Sub-Adviser shall not be liable to the Fund or to any
shareholder of the Fund or to the Adviser for any claim or loss arising out
of any investment or other act or omission in the performance of the
Sub-Adviser's duties under this Agreement, or for any loss or damage
resulting from the imposition by any government of exchange control
restrictions which might affect the liquidity of the Fund's assets
maintained with custodians or securities depositories in foreign countries,
or from any political acts of any foreign governments to which such assets
might be exposed, or for any tax of any kind, including without limitation
any statutory, governmental, state, provincial, regional, local or
municipal imposition, duty, contribution or levy imposed by any government
or governmental agency upon or with respect to such assets or income earned
with respect thereto (collectively "Taxation").

(b) In the event the Sub-Adviser is assessed any taxation in respect
of the assets, income or activities of the Portfolio, the Adviser and the
Fund jointly and severally will indemnify the Sub-Adviser for all such
amounts wherever imposed, together with all penalties, charges, costs and
interest relating thereto and all

B-3
<PAGE> 23

expenditures, including reasonable attorney's fees, incurred by the
Sub-Adviser in connection with the defense or settlement of any such
assessment. The Sub-Adviser shall undertake and control the defense or
settlement of any such assessment, including the selection of counsel or
other professional advisers, provided that the selection of such counsel
and advisers and the settlement of any assessment shall be subject to the
approval of the Adviser and the Fund, which approvals shall not be
unreasonably withheld. The Adviser and the Fund shall have the right to
retain separate counsel and assume the defense or settlement on behalf of
the Adviser and the Fund, as the case may be, of any such assessment if
representation of the Adviser and the Fund by counsel selected by the
Sub-Adviser would be inappropriate due to actual or potential conflicts of
interest.

SECTION 6. Services to Other Clients and the Fund

(b) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
clients of the Sub-Adviser, the Sub-Adviser may, but shall be under no
obligation, to the extent permitted by applicable law, aggregate the
securities to be so sold or purchased in order to obtain the best execution
or lower brokerage commissions, if any. The Sub-Adviser may also on
occasion purchase or sell a particular security for one or more customers
in different amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be made
by the Sub-Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other
clients.

(c) The Sub-Adviser agrees to use the same skill and care in providing
services to the Fund as it uses in providing services to fiduciary accounts
for which it has investment responsibility. The Sub-Adviser will comply
with all applicable rules and regulations of the Securities and Exchange
Commission.

SECTION 7. Proxies

SECTION 8. Reports to the Sub-Adviser

(a) The Adviser shall furnish to the Sub-Adviser the Prospectus, proxy
statements, reports and other information relating to the business and
affairs of the Fund as the Sub-Adviser may, at any time or from time to
time, reasonably require in order to discharge the Sub-Adviser's duties
under this Agreement. The Adviser shall forward to the Sub-Adviser drafts
of all amendments to the Fund's registration statement that are related to
the Portfolio, and the Adviser shall afford the Sub-Adviser an opportunity
to comment thereon prior to filing with the Securities and Exchange
Commission.
B-4
<PAGE> 24

SECTION 9. Term of Agreement

SECTION 10. Termination of Agreement; Assignment

(b) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).

SECTION 11. Notices

(a) The Sub-Adviser agrees to promptly notify the Adviser of the
occurrence of any of the following events: (1) any change in the portfolio
manager of the Janus Olympus Fund or the Portfolio; (2) the Sub-Adviser
fails to be registered as an investment adviser under the Advisers Act or
under the laws of any jurisdiction in which the Sub-Adviser is required to
be registered as an investment adviser in order to perform its obligations
under this Agreement; or (3) the Sub-Adviser is the subject of any action,
suit, proceeding, inquiry or investigation at law or in equity, before or
by any court, public board or body, involving the affairs of the Portfolio.

If to the Adviser:

Ohio National Investments, Inc.
P.O. Box 237
Cincinnati, Ohio 45201
Fax No. (513) 794-4506

B-5
<PAGE> 25

With a copy to:

Ronald L. Benedict, Secretary
Ohio National Investments, Inc.
P.O. Box 237
Cincinnati, Ohio 45201

If to the Sub-Adviser:

Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206
Attention: General Counsel
Fax No. (303) 394-7714

SECTION 12. 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.

SECTION 13. Applicable Provisions of Law

SECTION 14. Counterparts

SECTION 15. Representations and Warranties of Sub-Adviser

The Sub-Adviser represents and warrants to the Adviser and the Fund as
follows:

(a) The Sub-Adviser is registered as an investment adviser under the
Advisers Act;

(b) The Sub-Adviser is a corporation duly organized and validly
existing under the laws of the State of Colorado with the power to own and
possess its assets and carry on its business as it is now being conducted;

(c) The execution, delivery and performance by the Sub-Adviser of this
Agreement are within the Sub-Adviser's powers and have been duly
authorized, and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of the
Sub-Adviser for the execution, delivery and performance by the Sub-Adviser
of this Agreement, and the execution, delivery and performance by the
Sub-Adviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii) the
Sub-Adviser's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Sub-Adviser;

(d) This Agreement is a valid and binding agreement of the
Sub-Adviser;

(e) A true and complete copy of the Form ADV of the Sub-Adviser, as
amended to the date hereof and filed with the Commission has been furnished
to the Adviser, and the information contained therein is accurate and
complete in all material respects and does not omit to state any material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.

(f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under
the 1940 Act and the Sub-Adviser's Code of Ethics, as may be amended from
time to time. The Sub-Adviser shall not be subject to any other code of
ethics, including that of the Adviser, unless specifically adopted by the
Sub-Adviser.

B-6
<PAGE> 26

SECTION 16. Representations and Warranties of Adviser.

The Adviser represents and warrants to the Sub-Adviser as follows:

(a) The Adviser is registered as an investment adviser under the
Advisers Act;

(b) The Fund has filed a Notice of Eligibility under Rule 4.5 of the
CEA, with the Commodity Futures Trading Commission (the "CFTC") and the
National Futures Association;

(c) The Adviser is a corporation duly organized and validly existing
under the laws of the State of Ohio with the power to own and possess its
assets and carry on its business as it is now being conducted;

(d) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly authorized,
and no action by or in respect of, or filing with, any governmental body,
agency or official is required on the part of the Adviser for the
execution, delivery and performance by the Adviser of this Agreement, and
the execution, delivery and performance by the Adviser of this Agreement do
not contravene or constitute a default under (i) any provision of
applicable law, rule or regulation, (ii) the Adviser's governing
instruments, or (iii) any agreement, judgment, injunction, order, decree or
other instrument binding upon the Adviser;

(e) This Agreement is a valid and binding agreement of the Adviser;

(f) A true and complete copy of the Form ADV of the Adviser, as
amended to the date hereof and filed with the Commission has been furnished
to the Sub-Adviser, and the information contained therein is accurate and
complete in all material respects and does not omit to state any material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading;

(g) The Adviser acknowledges that it received a copy of the
Sub-Adviser's Form ADV at least 48 hours prior to the execution of this
Agreement.

(h) The Adviser agrees to observe and comply with Rule 17j-1 under the
1940 Act and the Adviser's Code of Ethics as may be amended from time to
time.

SECTION 17. Survival of Representations and Warranties: Duty to Update
Information.

All representations and warranties made by the Sub-Adviser and the Adviser
pursuant to Sections 15 and 16 hereof shall survive for the duration of this
Agreement and the Parties hereto shall immediately notify, but in no event later
than five (5 business days, each other in writing upon becoming aware that any
of the foregoing representations and warranties are no longer true. In addition,
the Sub-Adviser will deliver to the Adviser and the Fund copies of any
amendments, supplements or updates to any of the information provided to the
Adviser and attached as exhibits hereto within fifteen (15) days after becoming
available.

SECTION 18. Confidentiality

Subject to the duties of the Adviser, the Fund and the Sub-Adviser to
comply with applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as confidential
all information pertaining to the Fund and the actions of the Sub-Adviser, the
Adviser and the Fund in respect thereof.

The Adviser will not, directly or indirectly, and will not permit its
affiliates, employees, officers, directors, agents, contractors, or the
Portfolio to, in any form or by any means, use, disclose, or furnish, to any
person or entity, records or information concerning the business of the
Sub-Adviser, except as necessary for the performance of its duties under this
Agreement or the Investment Advisory Agreement, or as required by law upon prior
written notice to the Sub-Adviser. The Sub-Adviser is the sole owner of the name
and mark "Janus." The Adviser shall not, and shall not permit the Portfolio to,
without prior written consent of the Sub-Adviser, use the name or mark "Janus"
or make representations regarding the Sub-Adviser or its affiliates. Upon
termination of this Agreement for any reason, the Sub-Adviser shall immediately
cease, and the Adviser shall cause the Portfolio to immediately cease, all use
of the Janus name or any Janus mark.

B-7
<PAGE> 27

SECTION 19. Non-Exclusivity

Adviser acknowledges and agrees that this Agreement and the arrangements
described herein are intended to be non-exclusive and that Sub-Adviser is free
to enter into similar agreements and arrangements with other entities.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto
as of the day and year first above written.

OHIO NATIONAL INVESTMENTS, INC.

By: /s/ MICHAEL A. BOEDEKER
------------------------------------
Michael A. Boedeker
Vice President

JANUS CAPITAL CORPORATION

By: /s/ BONNIE M. HOWE
------------------------------------
Bonnie M. Howe
Assistant Vice President

Accepted and Agreed:
OHIO NATIONAL FUND, INC.

By: /s/ JOHN J. PALMER
--------------------------------------------------------
John J. Palmer
President

B-8
<PAGE> 28

VOTING INSTRUCTIONS

OHIO NATIONAL FUND, INC.

I (we) acknowledge receipt of a copy of the Notice of Shareholders' Meeting,
Proxy Statement and annual report. I (we) instruct Ohio National Life to vote
the Ohio National Fund, Inc., shares attributable to my (our) variable contract
at the special meeting of shareholders to be held on April 3, 2000, (and at any
adjournments of that meeting) as specified below, and in accordance with their
best judgment on any other business that may properly come before the meeting.
THESE INSTRUCTIONS RELATE TO A SOLICITATION BY THE BOARD OF DIRECTORS.

You may only vote for the proposal(s) related to the portfolios for which you
have allocated contract values as of the record date.

- --------------------------------------------------------------------------------

You may check one of these boxes instead of voting on each of the numbered items
below:

<TABLE>
<C> <C> <S> <C> <C> <C> <C>
For or Against or Abstain on all the Board of Directors recommendations.
[ ] [ ] [ ]
- -------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<C> <C> <S> <C> <C> <C> <C> <C>
1. To approve the new Subadvisory Agreement for the For or Against or Abstain
Capital Appreciation portfolio:
[ ] [ ] [ ]
2. To approve the new Subadvisory Agreement for the For or Against or Abstain
Aggressive Growth portfolio:
[ ] [ ] [ ]
</TABLE>

<TABLE>
<S> <C>
Dated: ---------------------, 2000
----------------------------------------------------------
Signature of Contract Owner(s)
</TABLE>

Please sign your name as it appears on the back of this form. If signing
for an estate, trust or corporation, state your title or capacity. If joint
owners, each should sign. Please return these voting instructions in the
envelope provided.
<PAGE> 29

OHIO NATIONAL FUND, INC.

PARTICIPANT'S INSTRUCTIONS

TO PLAN TRUSTEE OR ADMINISTRATOR

I request that you vote the Ohio National Fund, Inc. shares attributable to my
interest in the variable contract at the special meeting of Fund shareholders to
be held on April 3, 2000, as specified below. THESE INSTRUCTIONS RELATE TO A
SOLICITATION BY THE BOARD OF DIRECTORS.

You may only vote for the proposal(s) related to the portfolios for which you
have allocated contract values as of the record date.

- --------------------------------------------------------------------------------

You may check one of these boxes instead of voting on each of the numbered items
below:

<TABLE>
<S> <C>
Dated: ---------------------, 2000
----------------------------------------------------------
Signature of Participant
</TABLE>