Ohio National Fund PRE 14CPreliminary information

SCHEDULE 14C

(Rule 14c-101)

Information Required in Information Statement

Schedule 14C Information

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Filed by the Registrant  [X]

Filed by a Party other than the Registrant  [  ]

Check the appropriate box:

Ohio National Fund, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Information Statement if other than the Registrant)

June [ ], 2022

Dear Variable Contract or Policy Owner:

As a variable contract or policy owner with contract or policy values allocated to one or more of the Ohio National Fund, Inc. (the “Fund”) portfolios referenced in the attached document, you are receiving this Information Statement relating to recent changes approved by the Board of Directors of the Fund.

At a meeting on June 22, 2021, the Board approved new sub-advisory agreements between Ohio National Investments, Inc. (the “Adviser”) and the Fund’s sub-advisers to become effective upon the closing of the acquisition of Ohio National Mutual Holdings, Inc., by ONLH Holdings, LP, a subsidiary of Constellation Insurance, LP, in a sponsored demutualization (the “Ohio National Transaction”). Approval of new sub-advisory agreements was necessary as the Ohio National Transaction would result in a change in control of the Adviser, which would have the effect of terminating the sub-advisory agreements that existed at that time. The new sub-advisory agreements became effective upon the closing of the Ohio National Transaction on March 31, 2022. Additionally, at a meeting on March 30, 2022, the Board approved a new sub-management agreement in connection with the management of the ON Janus Henderson US Low Volatility Portfolio. This approval was required due to a change in control of the sub-manager to that portfolio (the “Intech Transaction”) that would result in the termination of the sub-management agreement that existed at that time. The new sub-management agreement became effective upon the closing of the Intech Transaction on March 31, 2022.

This statement is being sent for your information only and you are not required to take any action.

As always, we thank you for your confidence and support.

Sincerely,

Jeffery A. Bley

President

INFORMATION STATEMENT

OHIO NATIONAL FUND, INC.

One Financial Way

Montgomery, Ohio 45242

ON S&P 500® Index Portfolio

ON S&P MidCap 400® Index Portfolio

ON Nasdaq-100® Index Portfolio

ON BlackRock Advantage Large Cap Core Portfolio

ON BlackRock Advantage Small Cap Growth Portfolio

ON BlackRock Advantage Large Cap Growth Portfolio

ON BlackRock Balanced Allocation Portfolio (equity component only)

ON BlackRock Advantage International Equity Portfolio

ON BlackRock Advantage Large Cap Value Portfolio

ON Federated High Income Bond Portfolio

ON Federated Core Plus Bond Portfolio

ON Risk Managed Balanced Portfolio

ON AB Small Cap Portfolio

ON AB Mid Cap Core Portfolio

ON Janus Henderson Forty Portfolio

ON Janus Henderson U.S. Low Volatility Portfolio

(the “Portfolios”)

This Information Statement provides information concerning the Portfolios. WE ARE NOT

ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A

PROXY. This document is for informational purposes only and you are not required to take any action.

This Information Statement is being distributed in connection with actions taken by the Board of Directors (the “Board,” or “Directors”) of Ohio National Fund, Inc. (the “Fund”), at two special meetings:

At the first special meeting held on June 22, 2021 (the “First Meeting”), the Board approved new sub-advisory agreements (“New Sub-Advisory Agreements”) between Ohio National Investments, Inc. (the “Adviser” or “ONI”), and AllianceBernstein, L.P. (“AllianceBernstein”), BlackRock Investment Management LLC (“BlackRock”), Federated Investment Management Company (“Federated”), Geode Capital Management LLC (“Geode”) and Janus Henderson Investors US LLC (“Janus”) (each a “Sub-Adviser” and collectively, the “Sub-Advisers”) with respect to the management of the Portfolios. The New Sub-Advisory Agreements were approved to replace previously approved sub-advisory agreements (the “Prior Sub-Advisory Agreements”) that would terminate automatically in connection with the change in control of the Adviser upon the acquisition of the Adviser’s ultimate parent, Ohio National Mutual Holdings, Inc. (“ONMH”), by ONLH Holdings LP, a subsidiary of Constellation Insurance, LP, in a transaction involving a sponsored demutualization of ONMH (the “Ohio National Transaction”). The Ohio National transaction closed on, and the New Sub-Advisory Agreements became effective on, March 31, 2022 (the “Ohio National Effective Date”).

The Investment Advisory Agreement between the Fund and the Adviser also terminated on the Ohio National Effective Date. The Board approved a new Investment Advisory Agreement (“New Advisory Agreement”) at the First Meeting. Shareholders of all Portfolios other than the ON iShares Managed Risk Balanced Portfolio and ON Janus Henderson U.S. Low Volatility Portfolio approved the New Advisory Agreement at a special meeting of shareholders held on August 30, 2021. The New Advisory Agreement took effect on the Ohio National Effective Date and is not the subject of this Information Statement.

The initial shareholders of the ON iShares Managed Risk Balanced Portfolio and ON Janus Henderson U.S. Low Volatility Portfolio approved the New Advisory Agreement and New Sub-Advisory Agreements prior to the Portfolios’ commencement of operations on June 23, 2021.

At the second special meeting held on March 30, 2022 (the “Second Meeting”, together with the First Meeting, the “Meetings”), the Board approved a new sub-management agreement between Janus and Intech Investment Management, LLC (“Intech”, or the “Sub-Manager”) with respect to the management of the ON Janus Henderson US Low Volatility Portfolio (the “New Sub-Management Agreement”, together with the New Sub-Advisory Agreements, the “New Agreements”). The New Sub-Management Agreement was approved to replace a previously approved Sub-Management agreement (the “Prior Sub-Management Agreement”, together with the Prior Sub-Advisory Agreements, the “Prior Agreements”) that would terminate automatically in connection with a change in control of Intech that would occur upon the closing of the sale of Janus’ controlling interest in Intech to a consortium of Intech management and certain non-executive directors (the “Intech Transaction”, together with the Ohio National Transaction, the “Transactions”). The Intech Transaction closed on, and the New Sub-Management Agreement became effective on, March 31, 2022 (the “Intech Effective Date”).

Pursuant to an exemptive order received by the Fund from the Securities and Exchange Commission (“SEC”), the Adviser may change sub-advisers or hire new sub-advisers for the Fund’s Portfolios without obtaining shareholder approval if the sub-advisers are not affiliates of the Adviser (the “Exemptive Order”). On April 30, 2002, shareholders of each Portfolio authorized the Adviser to enter into the Prior Agreements pursuant to the Exemptive Order. As a condition of the Exemptive Order, the Adviser must furnish shareholders of the affected Portfolio(s) with certain information about new advisory and sub-advisory agreements. This Information Statement is intended to comply with that condition. The Information Statement is first being sent on or about June 22, 2022 to shareholders of record of the Portfolios as of the close of business on March 31, 2022.

At the Meetings, a majority of the Board, including a majority of the Directors who are not “interested persons” of the Fund (the “Independent Directors”) within the meaning of that term under the Investment Company Act of 1940, as amended, (the “Act”) approved the New Agreements subject to the closing of the respective Transactions. The Adviser is not affiliated with the Sub-Advisers or the Sub-Manager. The New Agreements are not expected to result in any reduction in the nature, extent or quality of sub-advisory or sub-management services provided to the Portfolios. The portfolio management teams at the Sub-Advisers and the Sub-Manager that managed the Fund’s portfolios have continued to do so after the effective dates of the New Agreements. The advisory fee rates payable by the Fund to the Adviser, and the sub-advisory fee rates payable by the Adviser to the Sub-Advisers remain the same as the rates under the Prior Sub-Advisory Agreements. The sub-advisory fees continue to be paid by the Adviser and not by the Fund. The sub-management fees continue to be paid by Janus and not by the Fund or the Adviser.

The following is a brief summary of the material terms of the New Sub-Advisory Agreements, which are attached as Appendix A. You should read Appendix A for a complete understanding of the New Sub-Advisory Agreements.

The material terms of the New Sub-Advisory Agreements are identical to those of the Prior Agreements, which were approved by the Board without submission to shareholders. The Sub-Advisory Agreements provide that the Sub-Adviser will, among other things:

There are no changes to the sub-advisory fee structure as a result of the approval of the New Sub-Advisory Agreements.

Alliance Bernstein L.P.

AllianceBernstein manages the ON AB Mid Cap Core Portfolio, ON AB Small Cap Portfolio and ON Risk Managed Value Portfolio. AllianceBernstein is located at 501 Commerce Street, Nashville, Tennessee 37203. AllianceBernstein is a Delaware limited partnership, the majority of the limited partnership units in which are held, directly and indirectly, by its parent company Equitable Holdings, Inc. (“EQH”), a publicly traded holding company for a diverse group of financial services companies. AllianceBernstein Corporation, an indirect wholly-owned subsidiary of EQH, is the general partner of both AllianceBernstein and AllianceBernstein Holding L.P., a publicly traded partnership. As of December 31, 2021, AllianceBernstein managed approximately $779 billion in assets.

The following are the names and principal occupations of the principal executive officers and directors of AllianceBernstein.

BlackRock Investment Management, LLC

BlackRock manages the ON BlackRock Advantage Large Cap Core Portfolio, ON BlackRock Advantage Small Cap Growth Portfolio, ON BlackRock Advantage Large Cap Growth Portfolio, ON BlackRock Balanced Allocation Portfolio (equity component only), ON BlackRock Advantage International Equity Portfolio, ON BlackRock Advantage Large Cap Value Portfolio and ON iShares Managed Risk Balanced Portfolio. BlackRock is located at 1 University Square, Princeton, New Jersey 08540. BlackRock Investment Management, LLC is an indirect, wholly-owned subsidiary and affiliate of BlackRock, Inc. BlackRock, Inc. and its affiliates had approximately $10.01 trillion in investment company and other portfolio assets under management as of December 31, 2021.

The following are the names and principal occupations of the principal executive officers and directors of BlackRock, Inc.

Federated Investment Management Company

Federated manages the ON Federated High Income Bond Portfolio and the ON Federated Core Plus Bond Portfolio. Federated t is located at 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779. Federated has been an investment adviser since 2003. It is an indirect subsidiary of Federated Hermes, Inc. Together with other Federated Hermes affiliates, Federated manages the Federated group of mutual funds.

The following are the names and principal occupations of the principal executive officers and directors of Federated .

Geode Capital Management LLC

Geode manages the ON S&P 500® Index Portfolio, ON S&P MidCap 400® Index Portfolio, and ON Nasdaq-100® Index Portfolio. Geode’s principal business address is 100 Summer Street, 12th Floor, Boston, Massachusetts 02110. Geode had approximately $945 billion in discretionary assets under management as of December 31, 2021.

The following are the names and principal occupations of the principal executive officers and directors of Geode.

Janus Henderson Investors US LLC

Janus manages the ON Janus Henderson Forty Portfolio and the ON Janus Henderson U.S. Low Volatility Portfolio. Janus is located at 151 Detroit Street, Denver, Colorado 80206. Janus (together with its predecessors) has served as an investment adviser since 1969 and currently serves as investment adviser, or sub-adviser, to separately managed accounts, mutual funds, as well as commingled pools or private funds, and wrap fee accounts. Janus is an indirect subsidiary of Janus Henderson Group plc (“JHG”), a publicly-traded independent asset management firm, which was formed in May 2017 from the merger of Janus’ then-parent company, Janus Capital Group Inc., with Henderson Group plc. JHG had approximately $432 billion in assets under management as of December 31, 2021.

The following are the names and principal occupations of the principal executive officers and directors of Janus Henderson Investors US LLC.

At a special meeting held on June 22, 2021 the Board of Directors, including a majority of the Independent Directors of the Fund, approved a new Investment Advisory Agreement with the Adviser, and, as applicable, a New Sub-Advisory Agreement with each Sub-Adviser for the Portfolios identified above, effective upon the closing of the Ohio National Transaction. The Directors noted that the Prior Advisory Agreement and each Prior Sub-Advisory Agreement were last considered by the Directors either at their November 12, 2020 meeting or their February 17, 2021 meeting. The Directors observed that the New Advisory Agreement and New Sub-Advisory Agreements were presented at the meeting because the anticipated Ohio National Transaction would effect a change of control in the Adviser and terminate the Prior Advisory Agreement and Prior Sub-Advisory Agreements.

The Directors noted that the Adviser is responsible for monitoring the investment performance and other responsibilities of the various Sub-Advisers that have day-to-day responsibility for the decisions made for the Portfolios. The Directors also noted that the Adviser reports to the Board on its analysis of each Sub-Adviser’s performance at the regular meetings of the Board, which are held at least quarterly. Finally, the Board noted that the Adviser provides the facilities and equipment utilized by the Portfolios; supplies business management services to the Fund, including monitoring expenses accruals and preparing the Portfolios’ financial statements; prepares and files Fund registration statements, proxies, shareholder reports and other regulatory filings; provides financial oversight; and ensures that proxies related to each Portfolio’s holdings are voted in compliance with policies approved by the Board.

In considering the New Advisory Agreement and New Sub-Advisory Agreements, the Board requested, received and reviewed a significant amount of information relating to each Portfolio, the Adviser and the Sub-Advisers, including the following: (1) performance data for each Portfolio for various time periods, including year-to-date, through March 31, 2021, (2) comparative performance, advisory fee, and expense ratio information for a peer group of funds in each respective Portfolio’s Morningstar category (a “Morningstar Peer Group” or “peer group”), through March 31, 2021, (3) comparable performance information for each Portfolio’s relevant benchmark index or indices; (4) comparative data regarding the expense ratio of each Portfolio, as compared to its Morningstar Peer Group; (5) a profitability analysis for the Adviser with respect to each Portfolio; and (6) other information regarding the nature, extent and quality of services provided by the Adviser and the Sub-Advisers, as applicable. The Directors acknowledged that the information regarding the nature, extent and quality of services provided by the Adviser and the Sub-Advisers had not changed since they were last considered in either November 2020 or February 2021. With respect to the ON AB Mid Cap Core Portfolio and ON AB Small Cap Portfolio, the Adviser verbally provided updated performance data for the period after May 1, 2021. The Directors noted that in November 2020 and February 2021, they reviewed management fee peer comparison charts showing where each Portfolio’s advisory fee was located in the dispersion of its peer group’s advisory fees, as well as other comparative data regarding advisory fees, including data regarding the fees charged by the Adviser and Sub-Advisers for managing other institutional funds and institutional accounts using investment strategies and techniques similar to those used in managing the Portfolios, as applicable. The Directors had continued access to the previously provided information and noted no materials changes since the information was last considered. The Directors took into account information regarding the services provided by the Adviser and each Sub-Adviser, and performance, fee and expense ratio information regarding each Portfolio provided to them periodically throughout the year. They also met with representatives of the Adviser to review the relative performance of each Portfolio, as compared with its benchmark index(es) and peer group.

The Directors were assisted by experienced independent legal counsel throughout the review process. The Directors discussed the proposed approvals in private session with such counsel at which no representatives of management, the Adviser or any Sub-Adviser were present. Each Director relied upon the advice of independent legal counsel and his or her own business judgment in determining the material factors to be considered in evaluating the New Advisory Agreement and each New Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Directors were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Director may have afforded different weight to the various factors in reaching his or her conclusions with respect to the New Advisory Agreement and each New Sub-Advisory Agreement.

Nature, Extent and Quality of Services.

The Board evaluated the nature, extent and quality of the advisory services provided to the Portfolios by the Adviser. As part of its review, the Board reviewed information regarding the Adviser’s operations, procedures and personnel. The Directors took into account information they received during the previous year at Board meetings and other discussions and through periodic reports regarding the Adviser’s performance of its duties. The Directors considered the capabilities and resources that the Adviser has dedicated to performing services on behalf of the Fund and its Portfolios, as well as the quality of administrative and other services provided by the Adviser, which include monitoring each Sub-Adviser’s performance, monitoring the quality of each Sub-Adviser’s compliance program and providing other support to contract owners. The Directors also considered the quality of the Adviser’s compliance programs and the Adviser’s responsiveness to Board inquiries and requests.

For each Portfolio subject to a sub-advisory agreement, the Board considered similar criteria as applied to each Sub-Adviser, including the nature, extent and quality of the sub-advisory services provided by each Sub-Adviser. In addition to the criteria used to review the Adviser, the Directors reviewed information on each Sub-Adviser’s portfolio management and brokerage practices, including any soft dollar benefits received. The Directors also reviewed the performance record of each Portfolio managed by the applicable Sub-Adviser. The Directors determined that overall, they were satisfied with the nature, extent and quality of services provided to the Fund and each of the Portfolios.

Investment Performance.

Representatives of the Adviser reviewed with the Directors each Portfolio’s performance for the quarter-to-date, year-to-date, 1-year, 3-year and 5-year periods ended March 31, 2021 (except where noted), as compared to the Portfolio’s Morningstar Peer Group and benchmark(s). The Board also considered the Adviser’s effectiveness in monitoring the performance of each Sub- Adviser and the Adviser’s timeliness in responding to performance issues. The Directors discussed with the Adviser representatives certain Portfolios that underperformed their respective benchmarks. A Portfolio-by-Portfolio discussion of each Portfolio’s performance and the Board’s conclusions regarding that performance is set forth below.

Fees and Expenses.

The Board considered the advisory fee for each Portfolio, as well as the difference of each Portfolio’s fee from the average advisory fee for the Portfolio’s Morningstar Peer Group and the fee’s percentile ranking within the peer group. The Board also considered charts showing, for each Portfolio, how the Portfolio’s advisory fees compared to the advisory fees of the funds in its peer group. The Board also reviewed the difference between each Portfolio’s overall expense ratio and that of its Morningstar Peer Group, as well as the expense ratio’s percentile ranking within the peer group. For these purposes, the Morningstar Peer Groups excluded funds with net assets over $1 billion, all funds identified as a fund-of-funds, and for all Portfolios other than the ON S&P 500 Index Portfolio, ON S&P MidCap 400 Index Portfolio and the ON Nasdaq-100 Index Portfolio, all index funds. Non-index funds were excluded from the Morningstar Peer Group for the ON S&P 500 Index Portfolio, ON S&P MidCap 400 Index Portfolio, and the ON Nasdaq-100 Index Portfolio.

When applicable, the Board considered the amount of the net advisory fee retained by the Adviser, after payment of the sub-advisory fee, as well as the proportion the net fee represented of the total advisory fee, in light of the services provided by the Adviser to the Portfolio.

When applicable, the Board also considered the fees paid to the Sub-Advisers. The Board relied to a degree on the Adviser’s negotiation of each sub-advisory agreement at an arm’s-length basis and noted that, when the Adviser has negotiated decreases in the sub-advisory fee for certain Portfolios, it has usually passed some, if not all, of the decrease on to shareholders by reducing its advisory fee. The Board relied on information provided in November 2020 or February 2021 to consider the fees the Adviser and Sub-Advisers charge their separately managed institutional accounts and other accounts and expressed no concerns with those rates relative to the fees charged to the Portfolios. The Directors also recognized that it was difficult to make comparisons of advisory fees because there were variations in the services that were included in the fees paid by other funds and separately managed accounts.

Profitability.

The Directors reviewed the advisory fee paid to the Adviser for each Portfolio and noted the pre-tax profit margins reported by the Adviser for each Portfolio. The Directors also noted that the Adviser, and not the Portfolios, is responsible for paying sub- advisory fees to the Sub-Advisers. The Board also evaluated whether the net advisory fee received by the Adviser for each Portfolio, after paying sub-advisory fees to the Sub-Adviser, was reasonable, given the level of the Adviser’s services to the Portfolio. The Directors took into account the fact that the Adviser had contractually agreed to limit Portfolio expenses and reimburse expenses to the extent necessary to keep total Portfolio expenses at or below a specified amount. The Directors further considered the statement of a representative of the Adviser that the profitability calculations account for all of the Adviser’s costs in providing services to the Fund, including services outside the investment advisory function (such as Fund operations and legal functions). The Directors discussed that, if an adviser is extremely efficient, resulting in enhanced profitability, the adviser’s effective use of resources should not be penalized on a comparative basis. The Directors then considered potential benefits that the Adviser may receive in connection with the Fund, noting in particular that its insurance company parent earns revenue on the variable products through which the Fund is available as an investment vehicle. Additionally, the Directors acknowledged that calculating the Adviser’s profitability related to a specific Portfolio can be challenging and imprecise because of the difficulties in suitably allocating the Adviser’s expenses across the Portfolios given the Adviser’s shared efforts with respect to the Portfolios.

In considering the reasonableness of the sub-advisory fees paid by the Adviser to each Sub- Adviser, the Directors relied on the ability of the Adviser to negotiate the sub-advisory fee at arm’s length, noting that the Adviser is not affiliated with any Sub-Adviser. The Directors also noted that the sub-advisory fees were paid by the Adviser and not by a Portfolio and, therefore, the Adviser was incentivized to negotiate a favorable fee. The Directors noted that they further considered the breakpoints established in the sub-advisory agreements and the impact of these breakpoints on the Sub-Adviser’s profitability at the November 2020 or February 2021 meetings. The Board discussed economies of scale and agreed it was a matter more appropriately considered at the Advisory Agreement level. The Board concluded that the profitability, fees and potential realization of economies of scale by the Portfolios from the sub-advisory arrangements with the unaffiliated Sub-Advisers should not be a material factor in its deliberations.

After considering all of the above, the Board concluded that the profitability of the Adviser with respect to each Portfolio was reasonable.

Economies of Scale.

The Directors noted that all of the advisory and sub-advisory fee schedules contain breakpoints that would reduce the applicable advisory or sub-advisory fees on assets above a specified level as the applicable Portfolio’s assets increase. The Directors also noted that a Portfolio would realize additional economies of scale if the Portfolio’s net assets increase over time proportionately more than certain other expenses. The Directors took into account that many of the Portfolios had a small amount of net assets relative to the funds in their respective peer groups. After considering each Portfolio’s current size and potential for growth, the Board concluded that each Portfolio was likely to benefit from economies of scale as the Portfolio’s net assets increased, and that the existing breakpoints are appropriate.

In addition to the foregoing, the Directors considered the specific factors and related conclusions set forth below with respect to each Portfolio’s performance and fees and expenses. Except as otherwise indicated, the performance data described below for each Portfolio is for periods ended March 31, 2021.

ON Risk Managed Balanced Portfolio (Adviser – ONI, Sub-Adviser – AllianceBernstein). The Directors focused on the year-to-date and 1-year performance for the Portfolio as the performance prior to May 2020 was attributable to the prior sub-adviser. They noted that the Portfolio underperformed its benchmark index and peer group over the year-to-date and 1-year periods. The Directors observed that none of the Portfolio’s peers had a risk management overlay. The Directors discussed that since March 31, 2021, the decline in interest rates had positively impacted the Portfolio and the Portfolio had been outperforming its benchmark index and peer group. The Directors noted that the Portfolio’s advisory fee and net expense ratio were higher than its peer group’s average, but considered the Adviser’s comment that other funds in the peer group do not have risk management overlays and the fee differential is consistent with industry charges for risk management overlay services. Overall, the Directors concluded that the Portfolio’s performance was acceptable and that the advisory and sub-advisory fees were reasonable.

ON BlackRock Balanced Allocation Portfolio (Adviser – ONI, Sub-Adviser – BlackRock). The Directors focused on the year-to-date and 1-year performance for the Portfolio, as the performance prior to February 2019 was attributable to the prior sub-adviser. They observed that the Portfolio underperformed its benchmark index and peer group for the year-to-date and 1-year periods. The Directors remarked that although the Portfolio’s performance for the year-to-date lagged its benchmark index and peer group, it had improved significantly. The Directors noted that the Portfolio’s advisory fee and net expense ratio were below the averages of its peer group. Overall, the Directors concluded that the Portfolio’s performance was improving and that the advisory and sub-advisory fees were reasonable.

ON Federated Core Plus Bond Portfolio (Adviser – ONI, Sub-Adviser – Federated Investment). The Directors recalled that the Portfolio commenced operations on May 1, 2020 and observed that it had outperformed its benchmark index and peer group since inception. The Directors noted that the Portfolio’s advisory fee was slightly above the peer group average while its net expense ratio was slightly below the peer group average. Overall, the Board concluded that the Portfolio’s performance was acceptable and its advisory fee and sub-advisory fees were reasonable.

ON Federated High Income Bond Portfolio (Adviser – ONI, Sub-Adviser – Federated Investment). The Directors observed that the Portfolio outperformed its benchmark index for the year-to-date, 1-year and 3-year periods and outperformed its peer group over all time periods. The Directors noted that the advisory fee was above the peer group average, while the net expense ratio was on par with the peer group average. The Adviser noted that the Portfolio was smaller than most of its peers, thus not allowing the portfolio to take advantage of adviser fee break points, and that many of its peers were managed by larger fund complexes. Overall, the Board concluded that the Portfolio’s performance was acceptable, and the advisory and sub-advisory fees were reasonable.

ON BlackRock Advantage Large Cap Core Portfolio (Adviser – ONI, Sub-Adviser – BlackRock). The Directors focused on the year-to-date and 1-year performance for the Portfolio, as the performance prior to February 2019 was attributable to the prior sub-adviser. They observed that the Portfolio underperformed its benchmark index and peer group for the year-to-date and 1- year period. The Directors remarked that although the Portfolio’s performance for the year-to- date lagged its benchmark index and peer group, it had improved significantly. The Directors considered that the Portfolio’s advisory fee was in line with its peer group’s average and its net expense ratio was below its peer group average. Overall, the Directors concluded that the Portfolio’s performance was improving and that the advisory fee and sub-advisory fees were reasonable.

ON Janus Henderson Forty Portfolio (Adviser – ONI, Sub-Adviser – Janus). The Directors reviewed the Portfolio’s performance and noted that it underperformed its benchmark index over the year-to-date, 1-year and 3-year periods but outperformed its benchmark index over the 5-year period and had significantly outperformed its peer group across the 3-year and 5-year periods. The Directors noted that the Portfolio’s advisory fee was in line with the peer group average while its net expense ratio was below the peer group average. Overall, the Board concluded that the Portfolio’s performance was acceptable, and the advisory and sub-advisory fees were reasonable.

ON BlackRock Advantage Large Cap Growth Portfolio (Adviser – ONI, Sub-Adviser – BlackRock). The Directors focused on the year-to-date and 1-year performance for the Portfolio, as the performance prior to February 2019 was attributable to the prior sub-adviser. They observed that the Portfolio outperformed its benchmark index for the year-to-date but underperformed its benchmark index over the 1-year period and its peer group over both periods. The Directors remarked that although the Portfolio’s performance for the year-to-date lagged its peer group, it had improved significantly. The Directors noted that the Portfolio’s advisory fee was slightly below the peer group average and that the Portfolio’s net expense ratio was below the peer group average. Overall, the Directors concluded that the Portfolio’s performance was improving and the advisory fee and sub-advisory fee were reasonable.

ON BlackRock Advantage Large Cap Value Portfolio (Adviser – ONI, Sub-Adviser – BlackRock). The Directors focused on the year-to-date and 1-year performance for the Portfolio, as the performance prior to December 2019 was attributable to the prior sub-adviser. The Directors considered that the Portfolio underperformed its benchmark index and peer group over both periods. The Directors noted that although the Portfolio’s performance continued to lag the benchmark index and peer group over the year-to-date, it had improved significantly. The Board noted that the Portfolio’s advisory fee was in line with the peer group average, and its expense ratio was below the peer group average. Overall, the Board concluded that the Portfolio’s performance was improving and that its advisory fee and sub-advisory fee were reasonable.

ON AB Mid Cap Core Portfolio, formerly the ON Janus Henderson Enterprise Portfolio (Adviser – ONI, Sub-Adviser – AllianceBernstein). The Directors recalled that the Sub-Adviser assumed management of the Portfolio in May 2021 and that performance as of March 31, 2021 was attributable to the prior sub-adviser. The Directors discussed the Adviser’s representation that the Portfolio had outperformed the benchmark index and peer group since May 1, 2021. The Directors considered the Adviser’s representation that the gross advisory fee and net expense ratio for the Portfolio were lower since the Sub-Adviser assumed management of the Portfolio. Overall, the Directors concluded that the Portfolio’s performance was improving and that the advisory and sub-advisory fees were reasonable.

ON BlackRock Advantage Small Cap Growth Portfolio (Adviser – ONI, Sub-Adviser – BlackRock). The Directors focused on the year-to-date and 1-year performance for the Portfolio, as the performance prior to February 2019 was attributable to the prior sub-advisor. They observed that the Portfolio outperformed the benchmark over the 1-year period and the peer group over both periods. The Directors noted that the Portfolio’s advisory fee and net expense ratio were below the averages of its peer group. Overall, the Directors concluded that the Portfolio’s performance was acceptable and the advisory fee and sub-advisory fee were reasonable.

ON AB Small Cap Portfolio, formerly the ON Janus Henderson Venture Portfolio (Adviser – ONI, Sub-Adviser – AllianceBernstein). The Directors recalled that the Sub-Adviser assumed management of the Portfolio in May 2021 and that performance as of March 31, 2021 was attributable to the prior sub-adviser. The Directors discussed the Adviser’s representation that the Portfolio had underperformed the benchmark index and peer group since May 1, 2021. The Directors considered the Adviser’s representation that the gross advisory fee and net expense ratio for the Portfolio were lower since the Sub-Adviser assumed management of the portfolio. Overall, the Directors concluded that the Sub-Adviser should be given more time to manage the Portfolio and that the advisory and sub-advisory fees were reasonable.

ON BlackRock Advantage International Equity Portfolio (Adviser – ONI, Sub-Adviser – BlackRock). The Directors focused on the year-to-date and 1-year performance for the Portfolio, as the performance prior to December 2019 was attributable to the prior sub-advisor. The Directors observed that the Portfolio had outperformed its benchmark index over both periods and outperformed its peer group over the year-to-date period. The Board noted that the Portfolio’s advisory fee and net expense ratio were below the peer group averages. Overall, the Board concluded that the Portfolio’s performance was acceptable and that the advisory fee was reasonable.

ON S&P 500® Index Portfolio (Adviser – ONI, Sub-Adviser – Geode). The Directors observed that while the Portfolio underperformed its benchmark index for the year-to-date, 1-year, 3-year and 5-year periods, but it outperformed its peer group over the 3-year and 5-year periods and its performance generally was in line with the index when expenses were excluded. The Directors noted that peer group performance data for index funds was generally irrelevant and did not rely on peer group comparison performance figures for the Portfolio. The Directors noted that, while the advisory fee was above the Portfolio’s peer group average, the overall expense ratio was the statistic most important to index fund shareholders, and the Portfolio’s net expense ratio was lower than the average for the peer group. Overall, the Directors concluded that the Portfolio’s performance was acceptable and that the advisory and sub-advisory fees were reasonable.

ON Nasdaq-100® Index Portfolio (Adviser – ONI, Sub-Adviser – Geode). The Directors observed that while the Portfolio underperformed its benchmark index across all time periods shown, its performance was generally in line with the index when expenses were excluded. The Directors noted that the Portfolio outperformed its peer group across the 1-year, 3-year and 5-year periods, but deemed peer group performance data for index funds to be generally irrelevant and did not rely on peer group comparison performance. The Directors noted that the Portfolio’s advisory fee and net expense ratio were below the peer group average. Overall, the Directors concluded that the Portfolio’s performance was acceptable and that the advisory and sub-advisory fees were reasonable.

ON S&P MidCap 400® Index (Adviser – ONI, Sub-Adviser – Geode). The Directors observed that the Portfolio had only been operating as an index fund since December 16, 2016 and therefore did not consider the Portfolio’s performance for the 5-year period. The Directors acknowledged that while the Portfolio underperformed its benchmark index for the year-to-date, 1-year and 3-year periods, its performance generally was in line with the benchmark index when expenses were excluded. The Directors deemed peer group performance data for index funds to be generally irrelevant and did not rely on peer group comparison performance figures for the Portfolio. The Directors noted that, while the advisory fee was above the Portfolio’s peer group average, the overall expense ratio was the statistic most important to index fund shareholders, and the Portfolio’s net expense ratio was lower than the average for the peer group. Overall, the Directors concluded that the Portfolio’s performance was acceptable and that the advisory and sub- advisory fees were reasonable.

ON Janus Henderson Low Volatility Portfolio (Adviser – ONI, Sub-Adviser – Janus). The New Sub-Advisory Agreement was approved by the initial shareholder prior to the commencement of operations on June 23, 2021.

*     *     *

After consideration of the foregoing, the Board reached the following conclusions regarding the New Advisory Agreement and the New Sub-Advisory Agreement with respect to each Portfolio, in addition to the conclusions set forth above: (a) the Adviser and the Sub-Advisers demonstrated that they possessed the capability and resources to perform the duties required of them under the New Advisory Agreement and applicable New Sub-Advisory Agreements, respectively; (b) the investment philosophy, strategies and techniques of the Sub-Advisers were appropriate for pursuing the applicable Portfolio’s investment objective; (c) the Sub-Advisers were likely to execute their investment philosophy, strategies and techniques consistently over time; and (d) the Adviser and the Sub-Advisers maintained appropriate compliance programs. Based on all of the above-mentioned factors and their related conclusions, with no single factor or conclusion being determinative and with each Director not necessarily attributing the same weight to each factor, the Directors unanimously concluded that approval of the New Advisory Agreements and, the New Sub-Advisory Agreements were in the best interests of the Portfolios and their shareholders. Accordingly, the Board, including all of the Independent Directors, voted unanimously to approve the New Advisory Agreement and, the New Sub-Advisory Agreements for the Portfolios.

The material terms of the New Sub-Management Agreement are identical to those of the Prior Sub-Management Agreement, which was approved by the Board without submission to shareholders.

There are no changes to the sub-advisory fee structure as a result of the approval of the New Sub-Management Agreement.

Intech Investment Management LLC

Intech is located at 250 S. Australian Avenue, Suite 1800, West Palm Beach, Florida 33401. Intech is a specialized global equity management firm that applies advanced mathematics and systematic portfolio rebalancing to harness a reliable source of excess returns and a key to risk control – stock price volatility. Founded in 1987 by pioneering mathematician Dr. E. Robert Fernholz, the firm serves some of the world’s leading institutional investors. Intech applies its investment approach across four investment platforms which address specific return and risk objectives – relative or absolute. These strategies only differ by the client’s desired benchmark and risk budget and include enhanced equity, active equity, defensive equity and absolute return investment solutions within the U.S., global and non-U.S. regions. As of December 31, 2021, Intech managed $38 billion in assets .

The Directors convened a special meeting on March 30, 2022 in response to the Intech Transaction, which would result in a change in control of Intech and require approval of the sub-Management Agreement. At that meeting, the Board re-reviewed materials submitted by the Adviser, Sub-Adviser and Sub-Manager at meetings held on February 12, 2020 and November 11, 2021, where the Directors approved the Prior Sub-Advisory Agreement and New Sub-Advisory Agreement, respectively, with Janus and the Prior Sub-Management Agreement with Intech. To assist the Board in its consideration of the New Sub-Management Agreement, the Board reviewed updated Portfolio performance information for the period June 23, 2021 (the date of inception) to December 31, 2021. The Directors noted that the Portfolio underperformed its benchmark since inception but acknowledged that underperformance was expected due to the Portfolio’s low volatility strategy. The Portfolio performed within its peer group over the same time period. The Directors noted that the Portfolio’s advisory fee and net expense ratio were below the averages of its peer group. Overall, the Directors concluded that the Portfolio’s performance was acceptable, and the advisory fee and sub-advisory fee were reasonable.

The Adviser and Administrator. The Adviser serves as investment adviser for the Fund and its Portfolios. The Adviser is wholly-owned by The Ohio National Life Insurance Company (“ONLIC”), which serves as the principal administrator for the Fund. The Adviser and ONLIC are located at One Financial Way, Montgomery, Ohio 45242.

Annual and Semi-Annual Reports. The Fund has previously sent its most recent Annual Report and Semi-Annual Report to its shareholders. Copies are available, without charge, by writing to the Fund at One Financial Way, Montgomery, Ohio 45242 or by calling 877.665.6642.

Outstanding Shares. The Portfolios have one class of shares, 100% of which are owned of record by ONLIC, Ohio National Life Assurance Corporation (“ONLAC”) (together with ONLIC called “Ohio National”), National Security Life and Annuity Company (“NSLAC”) and four other Portfolios of the Fund (ON Moderately Conservative Model Portfolio, ON Balanced Model Portfolio, ON Moderate Growth Model Portfolio and ON Growth Model Portfolio). The address of Ohio National, NSLAC and the Fund is One Financial Way, Montgomery, Ohio 45242.

As of December 31, 2021, there were 28,680,963 shares of the ON S&P 500® Index Portfolio issued and outstanding. ONLIC owned 47.8% of these shares; ONLAC owned 3.1%; NSLAC owned 0.9%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 16,687,871 shares of the ON S&P MidCap 400® Index Portfolio issued and outstanding. ONLIC owned 16.8% of these shares; ONLAC owned 0.2%; NSLAC owned 0.3%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 12,473,160 shares of the ON Nasdaq-100® Index Portfolio issued and outstanding. ONLIC owned 67.4% of these shares; ONLAC owned 1.9%; NSLAC owned 1.4%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 9,751,951 shares of the ON BlackRock Advantage Large Cap Core Portfolio issued and outstanding. ONLIC owned 58% of these shares; ONLAC owned 8.2%; NSLAC owned 3.2%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 5,165,883 shares of the ON BlackRock Advantage Small Cap Growth Portfolio issued and outstanding. ONLIC owned 43.5% of these shares; ONLAC owned 2.2%; NSLAC owned 2.7%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 2,420,732 shares of the ON BlackRock Advantage Large Cap Growth Portfolio issued and outstanding. ONLIC owned 23.9% of these shares; ONLAC owned 0.3%; NSLAC owned 2.8%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 13,004,724 shares of the ON BlackRock Balanced Allocation Portfolio issued and outstanding. ONLIC owned 94.5% of these shares; ONLAC owned 2%; and NSLAC owned 3.5%. These shares were allocated to Ohio National and NSLAC’s separate accounts as follows:

As of December 31, 2021, there were 27,520,247 shares of the ON BlackRock Advantage International Equity Portfolio issued and outstanding. ONLIC owned 32.1% of these shares; ONLAC owned 1.9%; NSLAC owned 0.6%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 13,770,503 shares of the ON BlackRock Advantage Large Cap Value Portfolio issued and outstanding. ONLIC owned 17.4% of these shares; ONLAC owned 0.5%; NSLAC owned 2.3%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 7,886,256 shares of the ON Federated High Income Bond Portfolio issued and outstanding. ONLIC owned 42% of these shares; ONLAC owned 1.7%; NSLAC owned 2.9%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 69,547,243 shares of the ON Federated Core Plus Bond Portfolio issued and outstanding. ONLIC owned 64.3% of these shares; NSLAC owned 1.9%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 26,048,392 shares of the ON Risk Managed Balanced Portfolio issued and outstanding. ONLIC owned 97.9% of these shares and NSLAC owned 2.1%. These shares were allocated to Ohio National and NSLAC’s separate accounts as follows:

As of December 31, 2021, there were 3,971,239 shares of the ON AB Small Cap Portfolio issued and outstanding. ONLIC owned 47.1% of these shares; ONLAC owned 8.8%; NSLAC owned 1.9%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 1,675,713 shares of the ON AB Mid Cap Core Portfolio issued and outstanding. ONLIC owned 52.5% of these shares; ONLAC owned 10.7%; NSLAC owned 0.5%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 3,902,584 shares of the ON Janus Henderson Forty Portfolio issued and outstanding. ONLIC owned 46.7% of these shares; ONLAC owned 5.6%; NSLAC owned 0.7%; and other Portfolios of the Fund owned the remainder of the shares. These shares were allocated to Ohio National and NSLAC’s separate accounts and the Fund as follows:

As of December 31, 2021, there were 88,468,357 shares of the ON Janus Henderson U.S. Low Volatility Portfolio issued and outstanding. ONLIC owned 97.5% of these shares and NSLAC owned 2.5%. These shares were allocated to Ohio National and NSLAC’s separate accounts as follows:

Director Ownership in the Fund. None of the Directors of the Fund directly owns shares of the Fund. With the exception of Christopher A. Carlson, the Directors owned no variable contracts issued by ONLIC or NSLAC that would entitle them to give voting instructions with respect to any of the outstanding shares of the Fund. As of December 31, 2021, the Directors owned variable contracts that entitled them to give voting instructions with respect to less than 1% of the outstanding shares of the Portfolios.

OHIO NATIONAL FUND, INC.

One Financial Way

Montgomery, Ohio 45242

ON S&P 500® Index Portfolio

ON S&P MidCap 400® Index Portfolio

ON Nasdaq-100® Index Portfolio

ON BlackRock Advantage Large Cap Core Portfolio

ON BlackRock Advantage Small Cap Growth Portfolio

ON BlackRock Advantage Large Cap Growth Portfolio

ON BlackRock Balanced Allocation Portfolio (equity component only)

ON BlackRock Advantage International Equity Portfolio

ON BlackRock Advantage Large Cap Value Portfolio

ON Federated High Income Bond Portfolio

ON Federated Core Plus Bond Portfolio

ON Risk Managed Balanced Portfolio

ON AB Small Cap Portfolio

ON AB Mid Cap Core Portfolio

ON Janus Henderson Forty Portfolio

ON Janus Henderson U.S. Low Volatility Portfolio

(the “Portfolios”)

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF

INFORMATION STATEMENT

June [ ], 2022

This communication presents only an overview of the more complete Information Statement that is available to you on the internet relating to the Portfolios, each a series of Ohio National Fund, Inc. (the “Fund”). We encourage you to access and review all of the important information contained in the Information Statement.

The following material is available for review: 

Ohio National Fund, Inc. Information Statement

The Information Statement is being distributed in connection with actions taken by the Board of Directors (the “Board,” or “Directors”) of the Fund at two special meetings:

At the first special meeting held on June 22, 2021, the Board approved new sub-advisory agreements (the “New Sub-Advisory Agreements”) between Ohio National Investments, Inc. (the “Adviser”), and AllianceBernstein, L.P., BlackRock Investment Management LLC, Federated Investment Management Company, Geode Capital Management LLC and Janus Henderson Investors US LLC with respect to the management of the Portfolios. The New Sub-Advisory Agreements were approved to replace previously effective sub-advisory agreements that would terminate automatically in connection with the change in control of the Adviser to occur upon the acquisition of the Adviser’s ultimate parent, Ohio National Mutual Holdings, Inc. (“ONMH”), by ONLH Holdings LP, a subsidiary of Constellation Insurance, LP, in a transaction involving a sponsored demutualization of ONMH (the “Ohio National Transaction”). The Ohio National transaction closed on, and the New Sub-Advisory Agreements became effective on, March 31, 2022.

At the second special meeting held on March 30, 2022, the Board approved a new Sub-Management agreement between Janus Henderson Investors US LLC and Intech Investment Management, LLC (“Intech”), with respect to the management of the ON Janus Henderson US Low Volatility Portfolio (the “New Sub-Management Agreement”). The New Sub-Management Agreement was approved to replace the previously effective Sub-Management Agreement that would terminate automatically in connection with the change in control of Intech to occur upon the closing of the sale of Janus’ controlling interest in Intech to a consortium of Intech management and certain non-executive directors (the “Intech Transaction”). The Intech Transaction closed on, and the New Sub-Management Agreement became effective on, March 31, 2022.

Pursuant to an exemptive order received by the Fund from the Securities and Exchange Commission (“SEC”), the Adviser may change sub-advisers or hire new sub-advisers for the Fund’s portfolios without obtaining shareholder approval if the sub-advisers are not affiliates of the Adviser (the “Exemptive Order”). On April 30, 2002, shareholders of the Fund authorized the Adviser to enter into sub-advisory agreements pursuant to the Exemptive Order. As a condition of such order, the Adviser must furnish shareholders of the affected portfolio(s) with certain information about new advisory and sub-advisory agreements. This Information Statement is intended to comply with that condition. The Information Statement is first being sent on or about June [ ], 2022 to shareholders of record of the Portfolios as of the close of business on March 31, 2022.

All owners (“Contract Owners”) of variable annuity contracts or variable life insurance policies (“Variable Contracts”) who, as of March 31, 2022, had selected any of the Portfolios as an underlying investment option within their Variable Contracts will receive this Notice. This Notice will be sent to Contract Owners on or about June [ ], 2022. The full Information Statement will be available on the Fund’s website at https://funddocs.filepoint.com/ohionationalfund/ until June 30, 2023. A paper or email copy of the full Information Statement may be obtained, without charge, by contacting the Fund at 800-366-6654.

If you want to receive a paper or email copy of the above listed document, you must request one. There is no charge to you for requesting a copy.

Appendix A

Sub-Advisory Agreements:

Appendix A.1 – ON High Income Bond Portfolio

Appendix A.2 – ON Nasdaq-100^® Index Portfolio

Appendix A.3 – ON S&P 500^® Index Portfolio

Appendix A.4 – ON S&P MidCap 400^® Index Portfolio

Appendix A.5 – ON Janus Henderson Forty Portfolio

Appendix A.6 – ON BlackRock Balanced Allocation Portfolio

Appendix A.7 – ON BlackRock Advantage Large Cap Core Portfolio

Appendix A.8 – ON BlackRock Advantage Large Cap Growth Portfolio

Appendix A.9 – ON BlackRock Advantage Small Cap Growth Portfolio

Appendix A.10 – ON BlackRock Advantage International Equity Portfolio

Appendix A.11 – ON BlackRock Advantage Large Cap Value Portfolio

Appendix A.12 – ON Risk Managed Balanced Portfolio

Appendix A.13 – ON Federated Core Plus Bond Portfolio

Appendix A.14 – ON AB Mid Cap Core Portfolio

Appendix A.15 – ON AB Small Cap Portfolio

Appendix A.1

SUBADVISORY AGREEMENT

This Subadvisory Agreement (this "Agreement") is entered into as of the 31^st day of March, 2022, by and between Ohio National Investments, Inc., an Ohio corporation(the "Adviser") and Federated Investment Management Company, a Delaware business trust ("FIMCO").

WHEREAS, the Adviser has entered into an advisory agreement dated May 1, 1996, (the "Advisory Agreement") with Ohio National Fund, Inc., a Maryland corporation (the "Company"), pursuant to which the Adviser provides portfolio management services to the ON Federated High Income Bond Portfolio (the “Portfolio”), a series of the Company;

WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more subadvisers; and

WHEREAS, the Adviser and the Board of directors (the "Board") of the Company desire to retain FIMCO to render portfolio management services in the manner and on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Adviser and FIMCO agree as follows:

1.       Appointment of Subadviser. The Adviser hereby appoints FIMCO as subadviser for the Portfolio and authorizes FIMCO, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds, instruments financial contracts and other investment assets ("Securities”) on behalf of the Portfolio. Subject to the supervision of the Adviser and the Board, FIMCO will manage the investment operations of the Portfolio and the composition of the Portfolio, including the purchase, retention and disposition of, and exercise of all rights pertaining to, the Securities comprising the Portfolio. FIMCO may invest the Portfolio in such proportions of stocks, bonds, instruments, financial contracts, cash and other investment assets as FIMCO shall determine, and may dispose of Securities without regard to the length of time the Securities have been held, the resulting rate of portfolio turnover or any tax considerations, provided that all investments shall conform with:

2.       Representations and Warranties.

3.       Information and Reports.

4.       Conditions to Agreement. FIMCO's and the Adviser's obligations under this Agreement are subject to the satisfaction of the following conditions precedent:

5.       Compensation. For the services provided under this Agreement, the Adviser will pay to FIMCO a fee at an 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 the average daily net assets of the Portfolio in excess of $75 million. Such fees will accrue daily and will be paid monthly. If this Agreement is effective for only a portion of a month, the fees will be prorated for the portion of such month during which this Agreement is in effect.

6.       Allocation of Transactions and Brokerage.

7.       Nonexclusive Agreement. The investment management services provided by FIMCO hereunder are not to be deemed to be exclusive, and FIMCO shall be free to render similar services to other advisers, investment companies, and other types of clients.

8.       Limitation of Liability. In the absence of willful misfeasance, bad faith or gross negligence on the part of FIMCO, or of reckless disregard by FIMCO of its obligations and duties hereunder, FIMCO shall not be subject to any liability to the Adviser, the Portfolio, the Company, any shareholder or the Portfolio, or to any person, firm or organization. Subject to the above-stated standard of care, FIMCO shall be liable for any taxes or tax penalties incurred by a Fund for any failure of a Fund to qualify as a regulated investment company under Section 851 of the IRC as a result of FIMCO's management of the Portfolio. The Adviser, the Company and the Portfolio are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of FIMCO and agrees that the obligations assumed by FIMCO pursuant to this Agreement will be limited in any case to FIMCO and its assets and the Adviser, the Company and the Portfolio shall not seek satisfaction of any such obligations from the shareholders of FIMCO, the trustees of FIMCO, officers, employees or agents of FIMCO, or any of them.

9.       Pricing. The Adviser, the Company and the Portfolio hereby acknowledge that FIMCO is not responsible for pricing portfolio Securities, and that the Adviser, the Company, the Portfolio and FIMCO will rely on the pricing agent chosen by the Board of the Company for prices of Securities, for any purposes.

10.       Limited Power of Attorney. Subject to any other written instructions of the Adviser or the Company, FIMCO is hereby appointed the Company's agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as FIMCO shall be requested by brokers, dealers, counter parties and other persons in connection with its management of the Portfolio's assets. The Adviser and the Company hereby ratify and confirm as good and effectual, at law or in equity, all that FIMCO and its officers and employees, may do in its capacity as attorney-in-fact. However, nothing herein shall be construed as imposing a duty on FIMCO to act or assume responsibility for any matters in its capacity as attorney-in-fact for the Company. Any person, partnership, corporation or other legal entity dealing with FIMCO in its capacity as attorney-in-fact hereunder for the Company is hereby expressly put on notice that FIMCO is acting solely in the capacity as an agent of the Company and that any such person, partnership, corporation or other legal entity must look solely to the Company for enforcement of any claim against the Company as FIMCO assumes no personal liability whatsoever for obligations of the Company entered into by FIMCO in its capacity as attorney-in-fact for the Company. FIMCO agrees to provide the Adviser and the Company with copies of any such agreements executed on behalf of the Company.

11.       Term. This Agreement shall begin as of the date of its execution and shall continue in effect for a period of two years from the date hereof and thereafter for successive periods of one year, subject to the provisions for termination and all of the other terms and conditions hereof if such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Portfolio at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio, or by the Adviser or FIMCO at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement will terminate automatically as to the Portfolio in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Adviser's Advisory Agreement as to the Portfolio.

12.       Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

13.       Governing Law and Construction. This .Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any terms defined in 1940 Act, and not otherwise defined in this Agreement, are used with the same meaning in this Agreement.

14.       Use of FIMCO's Name. FIMCO hereby agrees that the Adviser, the Company, their affiliated broker-dealers and affiliated life insurance companies may use FIMCO's name and logo in advertising and marketing materials for the Company and any variable insurance products through which the Portfolio may be offered as funding vehicles, provided, that FIMCO has reviewed and approved any such materials prior to their use.

15.       Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.

Appendix A.2

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and Geode Capital Management, LLC, a Delaware 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 the sub-adviser with respect to those portions of the assets of the Fund designated as the ON Nasdaq-100® Index 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 Nasdaq-100® Index 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").

(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 (as communicated to the Sub-Adviser in writing by the Fund or 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.

(c) Subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility to (i) 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, and (ii) to enter into and perform other financial contracts to effect investment-related transactions on behalf of the Portfolio. All such selections shall be made in accordance with the Fund's policies and restrictions regarding brokerage allocation set forth in the Prospectus and Statement of Additional Information.

(d)  In carrying out its obligations to manage the investments and reinvestments of the Portfolio, the Sub-Adviser shall:

(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 the I.D. confirmation of the trade 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.

(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 as a whole, in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.

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

(i) The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 1(i) or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

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 sub-advisory fees, payable monthly, at the annual rate 0.05% of the first one hundred million dollars ($100 million) of the average daily net assets of the Portfolio, and 0.04% of the next one hundred and fifty million dollars ($150 million) of the average daily net assets of the Portfolio, and 0.03% of the average daily net assets of the Portfolio in excess of two hundred and fifty million dollars ($250 million) (the "Sub-Advisory Fees"). The Sub-Adviser shall be entitled to a minimum aggregate per annum fee of $150,000 (the “Minimum Fee”). The Minimum Fee shall be aggregated across and with respect to all funds and/or portfolios sub-advised by the Sub-Advisor for the Adviser. The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees 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 Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

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. Except as provided in the previous sentence, 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 (other than taxes on the Sub-Adviser’s income), 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 and the provisions of Section 5(b), the Sub-Adviser shall be liable for taxes or tax penalties incurred by the Fund, or by any legal or beneficial owner of the Fund’s shares, for any failure of the Portfolio to qualify as a regulated investment company under Subchapter M, or to meet the diversification requirements of Section 817(h), of the Internal Revenue Code of 1986, as amended, to the extent resulting from 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.

(b) 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.

(c) 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.

(d) 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.      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 8.      Proxies

The Adviser shall vote proxies for securities held by the Fund in accordance with the Adviser’s policies for proxy voting. The Adviser agrees it shall provide the Sub-Adviser a copy of the Adviser’s policies upon written request.

SECTION 9.      Representations and Warranties

(a) Adviser hereby represents and warrants that:

(b) Sub-Adviser hereby represents and warrants that:

SECTION 10.      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 for an initial term of two (2) years. This Agreement shall thereafter 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 11.      Termination of Agreement; Assignment

(a) This Agreement may be terminated by the Adviser or the Sub-Adviser 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 Portfolio or (2) notice to the Sub-Adviser that the Adviser's agreement to provide investment advisory services to the Portfolio has terminated.

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

(c) Termination of this Agreement for any reason shall not affect rights of the parties that have accrued prior thereto.

SECTION 12.      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 proposed 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:

Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4507

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

Jeffrey S. Miller

Chief Operating Officer

Geode Capital Management, LLC

100 Summer Street, 12^th Floor

Boston, MA 02110

With a copy to:

Matt Nevins

General Counsel

Geode Capital Management, LLC

100 Summer Street, 12^th Floor

Boston, MA 02110

SECTION 13.      Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the Commonwealth of Massachusetts without reference to the choice of law provisions thereof.

SECTION 14.      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 15.      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.

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

Appendix A.3

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and Geode Capital Management, LLC, a Delaware 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 the sub-adviser with respect to those portions of the assets of the Fund designated as the ON S&P 500® Index 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 S&P 500® Index 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").

(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 (as communicated to the Sub-Adviser in writing by the Fund or 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.

(c) Subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility to (i) 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, and (ii) to enter into and perform other financial contracts to effect investment-related transactions on behalf of the Portfolio. All such selections shall be made in accordance with the Fund's policies and restrictions regarding brokerage allocation set forth in the Prospectus and Statement of Additional Information.

(d)  In carrying out its obligations to manage the investments and reinvestments of the Portfolio, the Sub-Adviser shall:

(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 the I.D. confirmation of the trade 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.

(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 as a whole, in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.

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

(i) The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 1(i) or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

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 sub-advisory fees, payable monthly, at the annual rate of 0.010% of the average daily net assets of the Portfolio (the “Sub-Advisory Fees”). The Sub-Adviser shall be entitled to a minimum aggregate per annum fee of $150,000 (the “Minimum Fee”). The Minimum Fee shall be aggregated across and with respect to all funds and/or portfolios sub-advised by the Sub-Advisor for the Adviser. The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees 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 Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

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. Except as provided in the previous sentence, 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 (other than taxes on the Sub-Adviser’s income), 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 and the provisions of Section 5(b), the Sub-Adviser shall be liable for taxes or tax penalties incurred by the Fund, or by any legal or beneficial owner of the Fund’s shares, for any failure of the Portfolio to qualify as a regulated investment company under Subchapter M, or to meet the diversification requirements of Section 817(h), of the Internal Revenue Code of 1986, as amended, to the extent resulting from 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.

(b) 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.

(c) 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.

(d) 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.      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 8.      Proxies

The Adviser shall vote proxies for securities held by the Fund in accordance with the Adviser’s policies for proxy voting. The Adviser agrees it shall provide the Sub-Adviser a copy of the Adviser’s policies upon written request.

SECTION 9.      Representations and Warranties

(a) Adviser hereby represents and warrants that:

(b) Sub-Adviser hereby represents and warrants that:

SECTION 10.      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 for an initial term of two (2) years. This Agreement shall thereafter 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 11.      Termination of Agreement; Assignment

(a) This Agreement may be terminated by the Adviser or the Sub-Adviser 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 Portfolio or (2) notice to the Sub-Adviser that the Adviser's agreement to provide investment advisory services to the Portfolio has terminated.

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

(c) Termination of this Agreement for any reason shall not affect rights of the parties that have accrued prior thereto.

SECTION 12.      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 proposed 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:

Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4507

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

Jeffrey S. Miller

Chief Operating Officer

Geode Capital Management, LLC

100 Summer Street, 12^th Floor

Boston, MA 02110

With a copy to:

Matt Nevins

General Counsel

Geode Capital Management, LLC

100 Summer Street, 12^th Floor

Boston, MA 02110

SECTION 13.      Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the Commonwealth of Massachusetts without reference to the choice of law provisions thereof.

SECTION 14.      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 15.      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.

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

Appendix A.4

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and Geode Capital Management, LLC, a Delaware 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 the sub-adviser with respect to those portions of the assets of the Fund designated as the ON S&P MidCap 400® Index 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 S&P MidCap 400® Index 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").

(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 (as communicated to the Sub-Adviser in writing by the Fund or 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.

(c) Subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility to (i) 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, and (ii) to enter into and perform other financial contracts to effect investment-related transactions on behalf of the Portfolio. All such selections shall be made in accordance with the Fund's policies and restrictions regarding brokerage allocation set forth in the Prospectus and Statement of Additional Information.

(d)  In carrying out its obligations to manage the investments and reinvestments of the Portfolio, the Sub-Adviser shall:

(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 the I.D. confirmation of the trade 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.

(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 as a whole, in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.

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

(i) The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 1(i) or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

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 sub-advisory fees, payable monthly, at the annual rate 0.039% of the first one hundred million dollars ($100 million) of the average daily net assets of the Portfolio, and 0.038% of the next one hundred and fifty million dollars ($150 million) of the average daily net assets of the Portfolio, 0.037% of the next two hundred and fifty million dollars ($250 million) of the average daily net assets of the Portfolio, 0.036% of the next five hundred dollars ($500 million) of the average daily net assets of the Portfolio, and 0.035% of the average daily net assets of the Portfolio in excess of one billion dollars ($1 billion) (the "Sub-Advisory Fees"). The Sub-Adviser shall be entitled to a minimum aggregate per annum fee of $150,000 (the “Minimum Fee”). The Minimum Fee shall be aggregated across and with respect to all funds and/or portfolios sub-advised by the Sub-Adviser for the Adviser. The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees 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 Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

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. Except as provided in the previous sentence, 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 (other than taxes on the Sub-Adviser’s income), 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 and the provisions of Section 5(b), the Sub-Adviser shall be liable for taxes or tax penalties incurred by the Fund, or by any legal or beneficial owner of the Fund’s shares, for any failure of the Portfolio to qualify as a regulated investment company under Subchapter M, or to meet the diversification requirements of Section 817(h), of the Internal Revenue Code of 1986, as amended, to the extent resulting from 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.

(b) 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.

(c) 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.

(d) 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.       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 8.       Proxies

The Adviser shall vote proxies for securities held by the Fund in accordance with the Adviser’s policies for proxy voting. The Adviser agrees it shall provide the Sub-Adviser a copy of the Adviser’s policies upon written request.

SECTION 9.       Representations and Warranties

(a) Adviser hereby represents and warrants that:

(b) Sub-Adviser hereby represents and warrants that:

SECTION 10.       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 for an initial term of two (2) years. This Agreement shall thereafter 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 11.       Termination of Agreement; Assignment

(a) This Agreement may be terminated by the Adviser or the Sub-Adviser 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 Portfolio or (2) notice to the Sub-Adviser that the Adviser's agreement to provide investment advisory services to the Portfolio has terminated.

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

(c) Termination of this Agreement for any reason shall not affect rights of the parties that have accrued prior thereto.

SECTION 12.       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 proposed 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:

Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4507

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

Jeffrey S. Miller

Chief Operating Officer

Geode Capital Management, LLC

100 Summer Street, 12^th Floor

Boston, MA 02110

With a copy to:

Matt Nevins

General Counsel

Geode Capital Management, LLC

100 Summer Street, 12^th Floor

Boston, MA 02110

SECTION 13.       Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the Commonwealth of Massachusetts without reference to the choice of law provisions thereof.

SECTION 14.       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 15.       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.

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

Appendix A.5

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and Janus Henderson Investors US LLC, a Delaware 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 ON Janus Henderson Forty 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") and as interpreted from time to by the Board of Directors of the Fund and by the Adviser (as communicated to the Sub-Adviser in writing by the Fund or 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.

(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 and trading agreements in connection therewith. All such selections shall be made in accordance with the Fund's policies and restrictions regarding brokerage allocation set forth in the Prospectus and Statement of Additional Information and in accordance with the Sub-Adviser’s best execution policies. 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 transactions 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 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; (3) take such steps as are necessary to implement the aforementioned investment program by placing orders for the purchase and sale of securities; and 4) coordinate with the Adviser to assure compliance with the Prospectus, qualification of the Portfolio as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and compliance with the diversification requirements of Section 817(h) of the Code.

(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 the I.D. confirmation of the trade 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.

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

(i)             The Portfolio assets shall be maintained in the custody of the 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.

(j)             Sub-Adviser agrees that it will not consult with any other sub-adviser engaged by Adviser with respect to transactions in securities or other assets concerning the Portfolio or another sub-advised fund, except to the extent permitted by certain exemptive rules under the 1940 Act that permit certain transactions with a sub-adviser or its affiliates.

(k)             The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard of index, including other clients of the Sub-Adviser, whether public or private.

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 and class action 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 0.40% 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, 0.35% of the next four hundred million dollars ($400,000,000), and 0.30% 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)            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. Except as provided in the previous sentence, the Sub-Adviser sha1l 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, (other than taxes on the Sub-Adviser's income), 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 and the provisions of Section 5(b), the Sub-Adviser shall be liable for taxes or tax penalties incurred by the Fund for, and shall indemnify the Fund and hold it harmless from and against, any failure of the Portfolio to qualify as a regulated investment company under Subchapter M, or to meet the diversification requirements of Section 817(h), of the Internal Revenue Code of 1986, as amended, to the extent resulting from the Sub-Adviser's management of the Balanced Component 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.

(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, 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 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 comply with all applicable rules and regulations of the Securities and Exchange Commission.

SECTION 7.          Proxies and Class Actions

The Adviser shall vote proxies for securities held by the Fund in accordance with the Adviser's policies for proxy voting. The Adviser agrees it shall provide the Sub-Adviser a copy of the Adviser's policies upon written request.

The Adviser acknowledges and agrees that the Sub-Adviser shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Portfolio. The Adviser will instruct the applicable service providers not to forward to the Sub-Adviser any information concerning such actions. The Sub- Adviser will, however, forward to the Adviser any information it receives regarding any legal matters involving any asset held in the Portfolio.

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.

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 for an initial term of two (2) years. This Agreement shall thereafter continue in effect from year to year, subject to approval annually by the Board of Directors of the Fund 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 the Adviser or Sub-Adviser 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. A vote by a majority of the Fund’s outstanding voting securities (within the meaning of the 1940 Act) is not required, as the Adviser has authority to enter into this Agreement pursuant to the exemptive relief from the SEC without a vote of the Fund’s outstanding voting securities. 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 Portfolio or (2) notice to the Sub-Adviser that the Adviser's agreement to provide investment advisory services to the Portfolio has terminated.

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

(c)             Termination of this Agreement for any reason shall not affect rights of the parties that have accrued prior thereto.

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 proposed 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:

Attn: Legal Department

Ohio National Investments, Inc.

P.O. Box237

Cincinnati, Ohio 45201

Fax No. (513) 794-4506

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237 Cincinnati, Ohio 45201

Attention: General Counsel

If to the Sub-Adviser:

Janus Henderson Investors US LLC

151 Detroit Street

Denver, Colorado 80206

Attention: General Counsel

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. The parties agree to comply with all applicable law in connection with the performance of this Agreement.

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.

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 Delaware 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.

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)         Either (i) it is not a member of the National Futures Association (“NFA”) and is not required to be registered with the NFA or under the Commodity Exchange Act, as amended (the “CEA”), or (ii) if it is a member of the NFA or registered under the CEA, it has notified Sub-Adviser in writing of its status; in any such case, Adviser agrees to promptly notify Sub-Adviser of any change in its NFA membership status or if it becomes required to become a member of the NFA or register under the CEA;

(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 inforn1ation 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 its agreement to provide investment advisory services to the Fund, 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 its affiliates, employees, officers, directors, agents, contractors or 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 Adviser shall immediately cease, and the Adviser shall cause the Portfolio to immediately cease, all use of the Janus name or any Janus mark.

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.

SECTION 20.        Amendment

This Agreement may be amended only in accordance with applicable law, and only by a written instrument signed by all the parties in this Agreement.

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

Appendix A.6

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and BlackRock Investment Management, LLC, a Delaware 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 the sub-adviser with respect to a portion of the series of the Fund designated as the ON BlackRock Balanced Allocation Portfolio (such series shall hereinafter be referred to as the “Portfolio”) on the terms and conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1.       Investment Advisory Services

SECTION 2.       Expenses

SECTION 3.       Use of Services of Others

SECTION 4.       Sub-Advisory Fees

The Adviser, or the Fund on behalf of the Adviser, will pay the Sub-Adviser the compensation specified in Appendix A. The Sub-Advisory Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

SECTION 5.       Limitation of Liability of Sub-Adviser; Indemnification

SECTION 6.       Services to Other Clients and the Fund

SECTION 7.       Reports

SECTION 8.       Proxies and Class Actions

SECTION 9.       Confidentiality

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. For the avoidance of doubt, the parties may disclose such information to a limited number of employees, attorneys, accountants, affiliates, third party counterparties, Fund service providers and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 9, (ii) known to such receiving party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation, (iii) rightfully acquired by the receiving party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement, (iv) independently developed by the receiving party without reference or reliance upon the confidential information, or (v) that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

SECTION 10.       Representations and Warranties of Sub-Adviser

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

SECTION 11.       Representations and Warranties of Adviser

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

SECTION 12.       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 for an initial term of two (2) years. This Agreement shall thereafter 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 13.       Termination of Agreement; Assignment

SECTION 14.       Notices

If to the Adviser:

Attn: Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4645

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

BlackRock Investment Management

1 University Square

Princeton, NJ 08536

Attn: Kerrianne Berneck

SECTION 15.       Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the State of New York without reference to the choice of law provisions thereof.

SECTION 16.       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 17.       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.

SECTION 18.       Amendment

This Agreement may be amended only in accordance with applicable law, and only by a written instrument signed by all the parties to this Agreement.

SECTION 19.       Survival

Sections 5, 9 and this Section 19 shall survive termination of this Agreement

SECTION 20.       General

This Agreement constitutes the entire understanding of the parties with respect to its subject matter, shall supersede all prior understandings agreements, contracts or other documents, and shall continue in full force and effect until terminated. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall be enforced to the greatest extent permitted by law.

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

Appendix A

Sub-Advisory Fees

The Sub-Adviser shall be entitled to aggregate Sub-Advisory Fees for the Combined Portfolios (defined below) at the following annual rates:

0.20% of first $500 million of the average daily net assets of the Combined Portfolios

0.18% over $500 million of the average daily net assets of the Combined Portfolios

The Adviser will be responsible for allocating the aggregate Sub-Advisory Fees paid to the Sub-Adviser to each of the Combined Portfolios based on the percentage of its average daily net assets that represents the average daily net assets of the Combined Portfolios.

“Combined Portfolios” shall mean the ON BlackRock Advantage Large Cap Core Portfolio, ON BlackRock Advantage Large Cap Growth Portfolio, ON BlackRock Advantage Large Cap Value Portfolio and the portion of the ON BlackRock Balanced Allocation Portfolio which the Sub-Adviser manages.

The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees accruals shall be paid monthly to the Sub-Adviser. 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.

Appendix A.7

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and BlackRock Investment Management, LLC, a Delaware 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 the sub-adviser with respect to the series of the Fund designated as the ON BlackRock Advantage Large Cap Core Portfolio (the “Portfolio”) on the terms and conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1.       Investment Advisory Services

SECTION 2.        Expenses

SECTION 3.        Use of Services of Others

SECTION 4.        Sub-Advisory Fees

The Adviser, or the Fund on behalf of the Adviser, will pay the Sub-Adviser the compensation specified in Appendix A. The Sub-Advisory Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

SECTION 5.        Limitation of Liability of Sub-Adviser; Indemnification

SECTION 6.        Services to Other Clients and the Fund

SECTION 7.        Reports

SECTION 8.        Proxies and Class Actions

SECTION 9.        Confidentiality

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. For the avoidance of doubt, the parties may disclose such information to a limited number of employees, attorneys, accountants, affiliates, third party counterparties, Fund service providers and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 9, (ii) known to such receiving party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation, (iii) rightfully acquired by the receiving party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement, (iv) independently developed by the receiving party without reference or reliance upon the confidential information, or (v) that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

SECTION 10.        Representations and Warranties of Sub-Adviser

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

SECTION 11.        Representations and Warranties of Adviser

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

SECTION 12.        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 for an initial term of two (2) years. This Agreement shall thereafter 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 13.        Termination of Agreement; Assignment

SECTION 14.        Notices

If to the Adviser:

Attn: Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4645

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

BlackRock Investment Management

1 University Square

Princeton, NJ 08536

Attn: Kerrianne Berneck

SECTION 15.        Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the State of New York without reference to the choice of law provisions thereof.

SECTION 16.        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 17.        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.

SECTION 18.        Amendment

This Agreement may be amended only in accordance with applicable law, and only by a written instrument signed by all the parties to this Agreement.

SECTION 19.        Survival

Sections 5, 9 and this Section 19 shall survive termination of this Agreement

SECTION 20.        General

This Agreement constitutes the entire understanding of the parties with respect to its subject matter, shall supersede all prior understandings agreements, contracts or other documents, and shall continue in full force and effect until terminated. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall be enforced to the greatest extent permitted by law.

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

Appendix A

Sub-Advisory Fees

The Sub-Adviser shall be entitled to aggregate Sub-Advisory Fees for the Combined Portfolios (defined below) at the following annual rates:

0.20% of first $500 million of the average daily net assets of the Combined Portfolios

0.18% over $500 million of the average daily net assets of the Combined Portfolios

The Adviser will be responsible for allocating the aggregate Sub-Advisory Fees paid to the Sub-Adviser to each of the Combined Portfolios based on the percentage of its average daily net assets that represents the average daily assets of the Combined Portfolios.

“Combined Portfolios” shall mean the ON BlackRock Advantage Large Cap Core Portfolio, ON BlackRock Advantage Large Cap Growth Portfolio, ON BlackRock Advantage Large Cap Value Portfolio and the portion of the ON BlackRock Balanced Allocation Portfolio which the Sub-Adviser manages.

The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees accruals shall be paid monthly to the Sub-Adviser. 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.

Appendix A.8

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and BlackRock Investment Management, LLC, a Delaware 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 the sub-adviser with respect to the series of the Fund designated as the ON BlackRock Advantage Large Cap Growth Portfolio (the “Portfolio”) on the terms and conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1.        Investment Advisory Services

SECTION 2.        Expenses

SECTION 3.        Use of Services of Others

SECTION 4.        Sub-Advisory Fees

The Adviser, or the Fund on behalf of the Adviser, will pay the Sub-Adviser the compensation specified in Appendix A. The Sub-Advisory Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

SECTION 5.        Limitation of Liability of Sub-Adviser; Indemnification

SECTION 6.        Services to Other Clients and the Fund

SECTION 7.        Reports

SECTION 8.        Proxies and Class Actions

SECTION 9.        Confidentiality

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. For the avoidance of doubt, the parties may disclose such information to a limited number of employees, attorneys, accountants, affiliates, third party counterparties, Fund service providers and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 9, (ii) known to such receiving party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation, (iii) rightfully acquired by the receiving party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement, (iv) independently developed by the receiving party without reference or reliance upon the confidential information, or (v) that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

SECTION 10.        Representations and Warranties of Sub-Adviser

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

SECTION 11.        Representations and Warranties of Adviser

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

SECTION 12.        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 for an initial term of two (2) years. This Agreement shall thereafter 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 13.        Termination of Agreement; Assignment

SECTION 14.        Notices

If to the Adviser:

Attn: Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4645

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

BlackRock Investment Management

1 University Square

Princeton, NJ 08536

Attn: Kerrianne Berneck

SECTION 15.        Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the State of New York without reference to the choice of law provisions thereof.

SECTION 16.        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 17.        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.

SECTION 18.        Amendment

This Agreement may be amended only in accordance with applicable law, and only by a written instrument signed by all the parties to this Agreement.

SECTION 19.        Survival

Sections 5, 9 and this Section 19 shall survive termination of this Agreement

SECTION 20.        General

This Agreement constitutes the entire understanding of the parties with respect to its subject matter, shall supersede all prior understandings agreements, contracts or other documents, and shall continue in full force and effect until terminated. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall be enforced to the greatest extent permitted by law.

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

Appendix A

Sub-Advisory Fees

The Sub-Adviser shall be entitled to aggregate Sub-Advisory Fees for the Combined Portfolios (defined below) at the following annual rates:

0.20% of first $500 million of the average daily net assets of the Combined Portfolios

0.18% over $500 million of the average daily net assets of the Combined Portfolios

The Adviser will be responsible for allocating the aggregate Sub-Advisory Fees paid to the Sub-Adviser to each of the Combined Portfolios based on the percentage of its average daily net assets that represents the average daily net assets of the Combined Portfolios.

“Combined Portfolios” shall mean the ON BlackRock Advantage Large Cap Core Portfolio, ON BlackRock Advantage Large Cap Growth Portfolio, ON BlackRock Advantage Large Cap Value Portfolio and the portion of the ON BlackRock Balanced Allocation Portfolio which the Sub-Adviser manages.

The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees accruals shall be paid monthly to the Sub-Adviser. 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.

Appendix A.9

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and BlackRock Investment Management, LLC, a Delaware 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 the sub-adviser with respect to the series of the Fund designated as the ON BlackRock Advantage Small Cap Growth Portfolio (the “Portfolio”) on the terms and conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1. Investment Advisory Services

SECTION 2. Expenses

SECTION 3. Use of Services of Others

SECTION 4. Sub-Advisory Fees

The Adviser, or the Fund on behalf of the Adviser, will pay the Sub-Adviser the compensation specified in Appendix A. The Sub-Advisory Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

SECTION 5. Limitation of Liability of Sub-Adviser; Indemnification

SECTION 6. Services to Other Clients and the Fund

SECTION 7. Reports

SECTION 8. Proxies and Class Actions

SECTION 9. Confidentiality

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. For the avoidance of doubt, the parties may disclose such information to a limited number of employees, attorneys, accountants, affiliates, third party counterparties, Fund service providers and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 9, (ii) known to such receiving party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation, (iii) rightfully acquired by the receiving party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement, (iv) independently developed by the receiving party without reference or reliance upon the confidential information, or (v) that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

SECTION 10. Representations and Warranties of Sub-Adviser

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

SECTION 11. Representations and Warranties of Adviser

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

SECTION 12. 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 for an initial term of two (2) years. This Agreement shall thereafter 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 13. Termination of Agreement; Assignment

SECTION 14. Notices

If to the Adviser:

Attn: Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4645

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

BlackRock Investment Management

1 University Square

Princeton, NJ 08536

Attn: Kerrianne Berneck

SECTION 15. Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the State of New York without reference to the choice of law provisions thereof.

SECTION 16. 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 17. 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.

SECTION 18. Amendment

This Agreement may be amended only in accordance with applicable law, and only by a written instrument signed by all the parties to this Agreement.

SECTION 19. Survival

Sections 5, 9 and this Section 19 shall survive termination of this Agreement

SECTION 20. General

This Agreement constitutes the entire understanding of the parties with respect to its subject matter, shall supersede all prior understandings agreements, contracts or other documents, and shall continue in full force and effect until terminated. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall be enforced to the greatest extent permitted by law.

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

Appendix A

Sub-Advisory Fees

The Sub-Adviser shall be entitled to Sub-Advisory Fees at the following annual rate:

0.40% of the first two hundred and fifty million dollars ($250 million) of the average daily net assets of the Portfolio and 0.35% of the average daily net assets of the Portfolio in excess of two hundred fifty million dollars ($250 million)

The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees accruals shall be paid monthly to the Sub-Adviser. 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.

Appendix A.10

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and BlackRock Investment Management, LLC, a Delaware 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 the sub-adviser with respect to the series of the Fund designated as the ON BlackRock Advantage International Equity Portfolio (the “Portfolio”) on the terms and conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1. Investment Advisory Services

SECTION 2. Expenses

SECTION 3. Use of Services of Others

SECTION 4. Sub-Advisory Fees

The Adviser, or the Fund on behalf of the Adviser, will pay the Sub-Adviser the compensation specified in Appendix A. The Sub-Advisory Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

SECTION 5. Limitation of Liability of Sub-Adviser; Indemnification

SECTION 6. Services to Other Clients and the Fund

SECTION 7. Reports

SECTION 8. Proxies and Class Actions

SECTION 9. Confidentiality

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. For the avoidance of doubt, the parties may disclose such information to a limited number of employees, attorneys, accountants, affiliates, third party counterparties, Fund service providers and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 9, (ii) known to such receiving party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation, (iii) rightfully acquired by the receiving party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement, (iv) independently developed by the receiving party without reference or reliance upon the confidential information, or (v) that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

SECTION 10. Representations and Warranties of Sub-Adviser

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

SECTION 11. Representations and Warranties of Adviser

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

SECTION 12. 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 for an initial term of two (2) years. This Agreement shall thereafter 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 13. Termination of Agreement; Assignment

SECTION 14. Notices

If to the Adviser:

Attn: Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4645

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

BlackRock Investment Management

1 University Square

Princeton, NJ 08536

Attn: Kerrianne Berneck

SECTION 15. Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the State of New York without reference to the choice of law provisions thereof.

SECTION 16. 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 17. 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.

SECTION 18. Amendment

This Agreement may be amended only in accordance with applicable law, and only by a written instrument signed by all the parties to this Agreement.

SECTION 19. Survival

Sections 5, 9 and this Section 19 shall survive termination of this Agreement

SECTION 20. General

This Agreement constitutes the entire understanding of the parties with respect to its subject matter, shall supersede all prior understandings agreements, contracts or other documents, and shall continue in full force and effect until terminated. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall be enforced to the greatest extent permitted by law.

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

Appendix A

Sub-Advisory Fees

The Sub-Adviser shall be entitled to Sub-Advisory Fees at the following annual rate:

0.32% of first $200 million of the average daily net assets of the Portfolio

0.30% over $200 million of the average daily net assets of the Portfolio

The Sub-Advisory Fees shall be accrued for each calendar day and the sum of the daily Sub-Advisory Fees accruals shall be paid monthly to the Sub-Adviser. 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.

Appendix A.11

SUB-ADVISORY AGREEMENT

This Agreement is made as of March 31, 2022, by and between Ohio National Investments, Inc., an Ohio corporation (the "Adviser"), and BlackRock Investment Management, LLC, a Delaware 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 the sub-adviser with respect to the series of the Fund designated as the ON BlackRock Advantage Large Cap Value Portfolio (the “Portfolio”) on the terms and conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

SECTION 1. Investment Advisory Services

SECTION 2. Expenses

SECTION 3. Use of Services of Others

SECTION 4. Sub-Advisory Fees

The Adviser, or the Fund on behalf of the Adviser, will pay the Sub-Adviser the compensation specified in Appendix A. The Sub-Advisory Fees shall be payable solely by the Adviser, and the Fund shall not be liable to the Sub-Adviser for any unpaid Sub-Advisory Fees.

SECTION 5. Limitation of Liability of Sub-Adviser; Indemnification

SECTION 6. Services to Other Clients and the Fund

SECTION 7. Reports

SECTION 8. Proxies and Class Actions

SECTION 9. Confidentiality

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including, without limitation, the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. For the avoidance of doubt, the parties may disclose such information to a limited number of employees, attorneys, accountants, affiliates, third party counterparties, Fund service providers and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 9, (ii) known to such receiving party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation, (iii) rightfully acquired by the receiving party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement, (iv) independently developed by the receiving party without reference or reliance upon the confidential information, or (v) that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

SECTION 10. Representations and Warranties of Sub-Adviser

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

SECTION 11. Representations and Warranties of Adviser

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

SECTION 12. 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 for an initial term of two (2) years. This Agreement shall thereafter 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 13. Termination of Agreement; Assignment

SECTION 14. Notices

If to the Adviser:

Attn: Legal Department

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

Fax No. (513) 794-4645

With a copy to:

President

Ohio National Investments, Inc.

P.O. Box 237

Cincinnati, Ohio 45201

If to the Sub-Adviser:

BlackRock Investment Management

1 University Square

Princeton, NJ 08536

Attn: Kerrianne Berneck

SECTION 15. Governing Law

This Agreement shall be governed by and subject to the requirements of the laws of the State of New York without reference to the choice of law provisions thereof.

SECTION 16. 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 17. 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.

SECTION 18. Amendment

This Agreement may be amended only in accordance with applicable law, and only by a written instrument signed by all the parties to this Agreement.

SECTION 19. Survival

Sections 5, 9 and this Section 19 shall survive termination of this Agreement

SECTION 20. General

This Agreement constitutes the entire understanding of the parties with respect to its subject matter, shall supersede all prior understandings agreements, contracts or other documents, and shall continue in full force and effect until terminated. If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall be enforced to the greatest extent permitted by law.

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

Appendix A

Sub-Advisory Fees

The Sub-Adviser shall be entitled to aggregate Sub-Advisory Fees for the Combined Portfolios (defined below) at the following annual rates: