SUB-ADVISORY AGREEMENT



This Agreement is made as of the second day of August, 1999 by and between OHIO

NATIONAL INVESTMENTS, INC., an Ohio corporation (the "Adviser"), and LEGG MASON

FUND ADVISER, INC., a Maryland corporation (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 EQUITY

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 Equity

Portfolio that the Adviser shall from time to time place under the supervision

of the Sub-Adviser (such cash, securities and other assets initially and as same

shall thereafter be increased or decreased by the investment performance thereof

and by additions thereto and withdrawals therefrom by the Adviser shall

hereinafter be referred to as the "Portfolio"). The Fund is the owner of all

cash, securities and other assets in the Portfolio, and there are no

restrictions on the pledge, hypothecation, transfer or sale of such cash,

securities or assets. To enable the Sub-Adviser to exercise fully its discretion

hereunder, the Adviser hereby appoints the Sub-Adviser as agent and

attorney-in-fact for the Portfolio with full authority to buy, sell and

otherwise deal in securities and other intangible investments and contracts

relating to the same for the Portfolio.



(b) All activities by the Sub-Adviser on behalf of the Adviser and the Portfolio

shall be in accordance with the investment objectives, policies and restrictions

set forth in the 1940 Act and in the Fund's prospectus and statement of

additional information, as amended from time to time (together, the

"Prospectus") and as interpreted from time to time by the Board of Directors of

the Fund and by the Adviser. All activities of the Sub-Adviser on behalf of the

Adviser and the Portfolio shall also be subject to the due diligence oversight

and direction of the Adviser.



(c) Subject to the supervision of the Adviser, the Sub-Adviser shall have the

sole and exclusive responsibility and discretion to select members of securities

exchanges, brokers, dealers and futures commission merchants for the execution

of transactions of the Portfolio and, when applicable, shall negotiate

commissions in connection therewith. All such selections shall be made in

accordance with the Fund's policies and restrictions regarding brokerage

allocation set forth in the Prospectus. The Adviser specifically agrees that to

the extent consistent with the Fund's policies and restrictions regarding

brokerage allocation set forth in the Prospectus and with the Sub-Adviser's

responsibility for executing transactions through brokers or dealers that the

Sub-Adviser reasonably believes will provide the best qualitative execution, the

Sub-Adviser may choose to execute transactions through its affiliate, Legg Mason

Wood Walker, Incorporated.









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(d) In carrying out its obligations to manage the investments and reinvestments

of the assets of the Portfolio, the Sub-Adviser shall: (1) in its discretion,

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

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