Securities Act File No. 333-

As filed with the Securities and Exchange Commission on October 19, 2026.

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

(Check appropriate box or boxes)

AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC.

(Exact Name of Registrant as Specified in its Charter)

(513) 794-6100

(Area Code and Telephone Number)

One Financial Way

Montgomery, Ohio 45242

Address of Principal Executive Offices:

(Number, Street, City, State, Zip Code)

Zachary M. Pasker

Secretary, AuguStar Variable Insurance Products Fund, Inc.

One Financial Way

Montgomery, Ohio 45242

Address of Agent for Service:

(Number and Street) (City) (State) (Zip Code)

Copies to:

Chip C. Lunde

Willkie Farr & Gallagher LLP

1875 K Street, N.W.

Washington, DC 20006-1238

Approximate Date of Proposed Public Offering:

As soon as practicable after this Registration Statement becomes effective

under the Securities Act of 1933, as amended.

Title of the securities being registered: Class I shares of common stock, par value $1.00 per share, of AVIP BlackRock Advantage Large Cap Growth Portfolio, AVIP S&P 500® Index Portfolio and AVIP AB Small Cap Portfolio, each a series of AuguStar Variable Insurance Products Fund, Inc.

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

It is proposed that this filing will become effective on the 30th day after filing pursuant to Rule 488 under the Securities Act of 1933, as amended.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

Cover Sheet

Contents of Registration Statement

Letter to Contract Owners

Information Statement

Part A - Information Statement/Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Page

Exhibits

AuguStar Variable Insurance Products Fund, Inc.

One Financial Way

Montgomery, Ohio 45242

Telephone: (513) 794-6100

November 25, 2026

Dear Contract Owner,

We are contacting you to notify you that the Board of Directors (the “Board”) of AuguStar Variable Insurance Products Fund, Inc. (the “Fund”) approved reorganizations involving one or more portfolios available within your AuguStar variable annuity contract, or variable universal life insurance policy (each, a “Contract”).

Specifically, on August 27, 2026 and October 14, 2026, the Board of the Fund approved the following (each, a “Reorganization” and collectively, the “Reorganizations”) and related agreements and plans of reorganization and termination of acquired portfolios (each a “Plan” and collectively, the “Plans”):

•      Reorganization of AVIP Fidelity Institutional AM® Equity Growth Portfolio (“Acquired Portfolio 1”) into the AVIP BlackRock Advantage Large Cap Growth Portfolio (“Acquiring Portfolio 1”) and the related Agreement and Plan of Reorganization and Termination (“Plan 1”);

•      Reorganization of AVIP AB Relative Value Portfolio (“Acquired Portfolio 2”) into the AVIP S&P 500® Index Portfolio (“Acquiring Portfolio 2”) and the related Agreement and Plan of Reorganization and Termination (“Plan 2”); and

•      Reorganization of AVIP BlackRock Advantage Small Cap Growth Portfolio (“Acquired Portfolio 3”) into the AVIP AB Small Cap Portfolio (“Acquiring Portfolio 3”) and the related Agreement and Plan of Reorganization and Termination (“Plan 3”).

Acquiring Portfolios 1, 2, and 3 are also referred to individually as an “Acquiring Portfolio” and collectively as the “Acquiring Portfolios.” Acquired Portfolios 1, 2, and 3 are also referred to individually as an “Acquired Portfolio” and collectively as the “Acquired Portfolios.”

The three Reorganizations are independent of each other, and you are affected only by the Reorganization(s) involving an Acquired Portfolio in which you have Contract value. None of the Reorganizations requires shareholder approval. We are not asking you for a proxy and you are requested not to send us a proxy.

As more fully explained in the attached Combined Prospectus/Information Statement dated November 16, 2026 (the “Prospectus/Information Statement”), each Plan provides for the transfer of all of the applicable Acquired Portfolio’s assets to the corresponding Acquiring Portfolio in exchange for (i) the Acquiring Portfolio’s assumption of all of the Acquired Portfolio’s  liabilities, and (ii) the Acquiring Portfolio’s issuance of Class I shares to the Acquired Portfolio.

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Each Acquiring Portfolio will be the accounting and performance survivor of its respective Reorganization, and the combined portfolio resulting from each Reorganization is sometimes referred to as a “Combined Portfolio” and collectively, the “Combined Portfolios.”

Each Reorganization will consolidate a smaller Acquired Portfolio into a larger Acquiring Portfolio, improving overall scale, and each is expected to result in the same or lower total annual portfolio operating expenses for the applicable Acquired Portfolio.

Each Reorganization is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. Immediately following each Reorganization, if you are a shareholder of an Acquired Portfolio you will beneficially own shares of the corresponding Acquiring Portfolio, rather than shares of that Acquired Portfolio. It is expected that the Reorganizations will be completed on or about close of business December 18, 2026.

In addition, effective as of close of business December 18, 2026, FIAM LLC (“Fidelity”) will replace AllianceBernstein, L.P. as subadviser to Acquiring Portfolio 3. The enclosed Prospectus/Information Statement also provides information about Fidelity and the new subadvisory agreement for Acquiring Portfolio 3 between Fidelity and Constellation Investments, Inc. (“CINV”) and the termination of the existing subadvisory agreement between CINV and AllianceBernstein, LP with respect to Acquiring Portfolio 3.

The following pages include important information on the Reorganizations in a question-and-answer format. The pages that follow include the Prospectus/Information Statement with detailed information regarding each Reorganization. Please read the full document, including the detailed description of the factors considered by the Board.

For any questions or concerns you may have regarding the Reorganizations, please call 877.781.6392 between the hours of 8:00 am and 5:00 pm Eastern Time, Monday – Friday.

Sincerely,

Thomas G. Mooney

President

AuguStar Variable Insurance Products Fund, Inc.

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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE REORGANIZATIONS

Please read the attached Combined Prospectus/Information Statement dated November 16, 2026 (the “Prospectus/Information Statement”) for a complete description of the reorganizations. As a quick reference, the following questions and answers provide a brief overview of the reorganizations. Unless the context indicates otherwise, references to “you” and “your” are to owners of variable annuity contracts and variable life insurance policies (the “Contracts”) issued by AuguStar Life Insurance Company (“ALIC”) or National Security Life and Annuity Company (“NSLAC”) who have allocated Contract value to one or more of the Acquired Portfolios described below.

Q1. WHY AM I RECEIVING THIS PROSPECTUS/INFORMATION STATEMENT?

A. You are receiving this document because, as of November 16, 2026, you had Contract value allocated to a sub-account that invests in one or more of the following three portfolios of AuguStar Variable Insurance Products Fund, Inc. (the “Fund”):  AVIP Fidelity Institutional AM® Equity Growth Portfolio, AVIP AB Relative Value Portfolio and AVIP BlackRock Advantage Small Cap Growth Portfolio (each, an “Acquired Portfolio”). The Board of Directors of the Fund (the “Board”) has approved the reorganization of each Acquired Portfolio into another portfolio of the Fund as shown below (each, an “Acquiring Portfolio” and collectively with each Acquired Portfolio, the “Portfolios,” and each such transaction, a “Reorganization” and collectively, the “Reorganizations”):

You are affected only by the Reorganization involving the Acquired Portfolio in which you have Contract value. If you have value in more than one Acquired Portfolio, more than one Reorganization affects you. Each Reorganization is independent of the others; the completion of one does not depend on the completion of any other.

Q2. WHAT WILL HAPPEN IN EACH REORGANIZATION?

A. Under an Agreement and Plan of Reorganization and Termination for each Reorganization (each, a “Plan”), the Acquired Portfolio will transfer all of its assets to the Acquiring Portfolio, the Acquiring Portfolio will assume all of the Acquired Portfolio’s liabilities, and the Acquiring Portfolio will issue Class I shares to the Acquired Portfolio. Those shares will then be distributed to the Acquired Portfolio’s shareholders (the ALIC and NSLAC separate accounts), and the Acquired Portfolio will be liquidated and terminated. Your Contract value will automatically be reallocated from the Acquired Portfolio sub-account to the Acquiring Portfolio sub-account. The total dollar value of your Contract value allocated to the Acquiring Portfolio immediately after the Reorganization will equal the value you had allocated to the Acquired Portfolio immediately before the Reorganization, although the number of units and the unit value may differ. Each Acquiring Portfolio will be the accounting and performance survivor of its

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Reorganization; the portfolio resulting from each Reorganization is sometimes referred to as a “Combined Portfolio.”

Q3. WHY IS EACH REORGANIZATION BEING PURSUED?

A. Constellation Investments, Inc. (the “Adviser” or “CINV”), the investment adviser to each Acquired and Acquiring Portfolios, recommended the Reorganizations, and the Board approved them, principally because each Reorganization combines a smaller Acquired Portfolio into a larger Acquiring Portfolio with the same or a lower total expense ratio, improving overall scale and reducing duplicative offerings within the Fund. Net assets of the Portfolios as of June 30, 2026 were:

In July 2026, the AVIP model portfolios, which are managed by the Adviser and invest in portfolios of the Fund, reallocated a substantial portion of their investments among the Fund’s portfolios, reducing amounts allocated to the Acquired Portfolios. As a result, the approximate net assets of the Portfolios as of July 31, 2026 were:

The Board considered these asset levels in approving the Reorganizations. Notably, smaller asset levels can adversely affect a portfolio’s expense ratio. This occurs because some portions of a portfolio’s expenses (for example, audit, tax and other service-provider charges) are fixed and thus do not vary with asset levels. When a portfolio’s net assets decline, those fixed costs are spread over a smaller asset base, which may then increase the portfolio’s expense ratio. The Board noted that in each Reorganization the Combined Fund could achieve certain operating efficiencies from its larger net asset size.

The pro forma expense information in this document is presented as of June 30, 2026, the date of the Fund’s most recent unaudited financial statements.

In addition, the Adviser and the Board considered the following with respect to each Reorganization:

•         Reorganization 1. Both Portfolios invest primarily in growth-oriented U.S. common stocks and have substantively the same investment objective, although they use different investment processes (see Question 7 below). In connection with the Reorganization, the Adviser has agreed to reduce the Acquiring Portfolio’s advisory fee schedule so that the Acquired Portfolio will not pay a higher advisory fee rate at any asset level than it currently pays.

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•         Reorganization 2. The Acquired Portfolio had approximately $129 million in net assets as of June 30, 2026 (and approximately $9.5 million as of July 31, 2026, following the reallocation described above) after more than four years of operation, and the Adviser does not believe it will reach a size at which it can be managed efficiently as a separate series. The Acquiring Portfolio is one of the Fund’s largest portfolios and has one of its lowest expense ratios. The Portfolios have different investment objectives and are managed very differently (see Question 7); the Board weighed those differences against the expense reduction and scale that Acquired Portfolio 2 shareholders will receive following the Reorganization.

The Adviser also considered liquidating Acquired Portfolio 2 as an alternative to the Reorganization. Under most of the Contracts, proceeds of a liquidated investment option are allocated automatically to the Contract’s default investment option, which is generally a money market portfolio. The Adviser concluded, and the Board agreed, that liquidation would be less favorable to Contract owners than the Reorganization because the liquidation would move their Contract value from an equity portfolio to a cash-equivalent portfolio. Liquidation would eliminate Contract owners’ equity market exposure unless and until they submitted new allocation instructions, whereas the Reorganization keeps Contract value invested in a large-capitalization U.S. equity portfolio without any further action by Contract owners.

•         Reorganization 3. Both Portfolios have the same investment objective and invest primarily in small-capitalization U.S. stocks. The Board has approved the appointment of FIAM LLC (“FIAM”) as subadviser to the Acquiring Portfolio and related changes to its principal investment strategies (see Question 7 and Question 14). The Board considered that the Adviser recommended the Reorganization based on the larger asset base of the Combined Portfolio, the lower expense ratio for the Acquired Portfolio’s shareholders, and the Adviser’s assessment of FIAM’s strategy. The Board did not consider the Acquiring Portfolio’s performance under its current subadviser, which will be replaced.

A complete description of the factors the Board considered for each Reorganization appears under “Information About the Reorganizations — Board Considerations” beginning on page 52.

Q4. HAS THE BOARD APPROVED THE REORGANIZATIONS, AND IS MY VOTE REQUIRED?

A. The Board has approved each Reorganization, and your vote is not required. The Board, all of whose members are not “interested persons” (as defined in the Investment Company Act of 1940) of the Fund, determined that each Reorganization is in the best interests of the applicable Acquired Portfolio and Acquiring Portfolio and that the interests of existing shareholders of each Portfolio will not be diluted. Neither Maryland law nor the Fund’s Articles of Incorporation requires a shareholder vote for any of the Reorganizations, and each Reorganization satisfies the conditions of Rule 17a-8 under the Investment Company Act of 1940, which permits the Reorganization without shareholder approval. We are not asking you for a proxy or voting instructions, and you are requested not to send us a proxy or voting instructions.

The Fund may postpone or abandon any Reorganization if the conditions to closing are not satisfied or if the Board or an authorized officer determines that proceeding is no longer in the best interests of the Portfolios.

Q5. HOW WILL THE REORGANIZATIONS AFFECT FEES AND EXPENSES?

A. Each Combined Portfolio is expected to have a total annual operating expense ratio that is lower than that of the corresponding Acquired Portfolio. The table below shows each Portfolio’s total annual operating expenses (Class I) for the 12-month period ended June 30, 2026 (the date of the Fund’s most

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recent unaudited financial statements) and the pro forma expenses of each Combined Portfolio as if the Reorganization had been in effect throughout that period. The figures do not include Contract charges, which will not change as a result of the Reorganizations.

In addition, for each Reorganization, as of close of business December 18, 2026, the Acquiring Portfolio’s contractual advisory fee schedule will be the same or lower than the Acquired Portfolio’s at every asset level. See “Comparison of Investment Management Fees and Total Fund Operating Expenses” under each Reorganization for complete fee tables and expense examples.

Q6. HOW HAVE THE PORTFOLIOS PERFORMED?

A. Average annual total returns for Class I shares for the periods ended December 31, 2025, after Portfolio expenses but before Contract charges, were as follows. Please note that past performance does not predict future results.

Note that, because FIAM will replace AllianceBernstein L.P. as subadviser to Acquiring Portfolio 3 and will manage it under a different strategy, Acquiring Portfolio 3’s historical performance reflects a

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subadviser and strategy that will not continue. In each case, the returns shown include periods managed by prior subadvisers under different strategies; see “Performance” under each respective Reorganization.

Q7. WILL MY PORTFOLIO BE MANAGED THE SAME WAY AFTER THE REORGANIZATION?

A. No. In each Reorganization, the Combined Portfolio will be managed by the Acquiring Portfolio’s subadviser according to the investment objective and strategies of the Acquiring Portfolio, not of the Acquired Portfolio. The most notable changes are:

•      Reorganization 1. The Acquired Portfolio is managed by FIAM using fundamental, bottom-up stock selection among growth companies of any size. The Acquiring Portfolio is managed by BlackRock Investment Management, LLC (“BlackRock”) using a systematic, model-driven process and invests at least 80% of its net assets in large-capitalization companies. Both are actively managed growth portfolios that may hold foreign securities.

•      Reorganization 2. The Acquired Portfolio is actively managed by AllianceBernstein L.P., which selects individual U.S. stocks it believes are trading at attractive valuations. The Acquiring Portfolio is a passively managed index portfolio, sub-advised by Geode Capital Management, LLC, that seeks to approximate the return and risk of the S&P 500® Index, not to outperform it.

If you have Contract value in the Acquired Portfolio, it will be invested in an index portfolio after the Reorganization rather than an actively managed one, and your exposure will shift from a value-oriented portfolio to one that tracks the broad large-capitalization U.S. market. See “Reorganization 2 — The Change from Active to Index Management.”

•      Reorganization 3. The Acquired Portfolio is managed by BlackRock using a quantitative process focused on small-capitalization growth stocks. The Acquiring Portfolio is currently managed by AllianceBernstein L.P. in two sleeves: approximately half in an actively managed small-cap growth strategy and half in a passive strategy that tracks the S&P SmallCap 600® Index.

Effective close of business December 18, 2026, FIAM will become subadviser to the Acquiring Portfolio and will manage the Portfolio under its Enhanced Small Cap Core strategy, a factor-based, actively managed strategy benchmarked to the Russell 2000^® Index. FIAM’s appointment will take effect whether or not the Reorganization is completed. The Combined Portfolio will be managed differently than the way the Acquiring Portfolio is managed today. See “Reorganization 3” and “Information Regarding the Appointment of FIAM LLC.”

Q8. WHAT WILL HAPPEN TO EACH ACQUIRED PORTFOLIO’S CURRENT INVESTMENTS?

A. It is anticipated that, after the Reorganizations are completed, a portion of each Acquired Portfolio’s current holdings will be repositioned. Current estimates of the portions of each Acquired Portfolio’s holdings that will be retained and repositioned are as follows:

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The direct costs of repositioning the Portfolios are expected to consist of custodial transaction charges of approximately $1,265 (Reorganization 1), $2,092 (Reorganization 2) and $5,008 (Reorganization 3), plus brokerage commissions estimated, based on the Portfolios’ actual 2025 commission rates, at approximately $14,100, $2,800 and $135,000, respectively. Brokerage commissions, spreads and market impact are borne by the applicable Portfolio within the price of portfolio transactions; see Question 9.

Q9. WHO PAYS THE COSTS OF THE REORGANIZATIONS?

A. The Adviser will pay the costs of the Reorganizations including legal and accounting fees and the costs of preparing, printing and mailing this document, whether or not the Reorganizations are completed. Those costs are estimated at approximately $50,000 in the aggregate. The Adviser will not pay portfolio transaction costs, such as brokerage commissions, incurred in repositioning holdings as described in Question 8. Those costs will be borne by the Portfolios.

Q10. WILL THE REORGANIZATIONS BE TAXABLE TO ME?

A. No. Because you hold your interest through a Contract that qualifies for tax-deferred treatment under the Internal Revenue Code, you are not expected to recognize any gain or loss, or receive any taxable distribution, as a result of a Reorganization. In addition, each Reorganization is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, so that neither the Portfolios nor the separate accounts that hold their shares recognize gain or loss on the transaction itself. Any gains realized on sales of holdings before a Reorganization will be distributed to the separate accounts and reinvested; they will not be taxable to you. See “Certain Federal Income Tax Considerations.”

Q11. WHAT DO I NEED TO DO?

A. Nothing. Each Reorganization will take place automatically. Your Contract value in an Acquired Portfolio sub-account will be reallocated to the Acquiring Portfolio sub-account on or about close of business December 18, 2026, and any future allocation instructions (for example, for premium payments, dollar-cost averaging or rebalancing programs) that name an Acquired Portfolio will be updated automatically to name the Acquiring Portfolio. No sales charges, redemption fees or other transaction fees will be imposed as a result of a Reorganization.

Q12. CAN I TRANSFER OUT OF AN ACQUIRED PORTFOLIO WITHOUT CHARGE AND WITHOUT USING ONE OF MY ALLOTTED TRANSFERS?

A. Yes. ALIC and NSLAC will permit one transfer of Contract value out of an Acquired Portfolio sub-account without charge and without counting toward any transfer limit under your Contract during the period from 60 days before to 60 days after the closing date of the applicable Reorganization (that is, from October 19, 2026 through February 16, 2027). Transfer requests received in good order before the

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close of regular trading on the New York Stock Exchange on December 18, 2026 will be processed before the Reorganization.

Q13. WHEN WILL THE REORGANIZATIONS TAKE PLACE?

A. Each Reorganization is expected to close on or about close of business December 18, 2026. The Fund may postpone or abandon any Reorganization if the conditions to closing are not satisfied or if the Board or an authorized officer determines that proceeding is no longer in the best interests of the Portfolios.

Q14. WILL I RECEIVE SEPARATE INFORMATION ABOUT THE NEW SUBADVISER FOR THE AVIP AB SMALL CAP PORTFOLIO?

A. No separate mailing is planned. The Fund operates under an order of the Securities and Exchange Commission that permits the Adviser, with Board approval, to hire and replace unaffiliated subadvisers without a shareholder vote, provided that shareholders receive information about the new subadviser within 90 days of the change. The section of this document titled “Information Regarding the Appointment of FIAM LLC” provides that information, including the factors the Board considered in approving the subadvisory agreement with FIAM, a description of the agreement, and information about FIAM and the portfolio managers who will manage the Portfolio.

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The information in this Prospectus/Information Statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus/Information Statement is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

Information Statement

for

AVIP Fidelity Institutional AM® Equity Growth Portfolio,

AVIP AB Relative Value Portfolio, and

AVIP BlackRock Advantage Small Cap Growth Portfolio

(each, an “Acquired Portfolio”)

and

Prospectus

for

AVIP BlackRock Advantage Large Cap Growth Portfolio,

AVIP S&P 500® Index Portfolio, and

AVIP AB Small Cap Portfolio

(each, an “Acquiring Portfolio” and collectively with the Acquired Portfolios, the “Portfolios”)

Dated November 16, 2026

AuguStar Variable Insurance Products Fund, Inc.

One Financial Way

Montgomery, Ohio 45242

Telephone: (513) 794-6100

Reorganization of:

AVIP Fidelity Institutional AM® Equity Growth Portfolio into AVIP BlackRock Advantage Large Cap Growth Portfolio

AVIP AB Relative Value Portfolio into AVIP S&P 500® Index Portfolio

AVIP BlackRock Advantage Small Cap Growth Portfolio into AVIP AB Small Cap Portfolio

(each, a “Reorganization”)

This Combined Prospectus/Information Statement (the “Prospectus/Information Statement”) is furnished in connection with three separate Reorganizations among portfolios of AuguStar Variable Insurance Products Fund, Inc. (the “Fund”), and the related Agreements and Plans of Reorganization and Termination (each, a “Plan”). The Fund is an open-end management investment company organized as a Maryland corporation.

None of the Reorganizations requires shareholder approval.

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This Prospectus/Information Statement is being sent to Contract owners on or about November 25, 2026. The Board of Directors of the Fund (the “Board”), on behalf of each Portfolio, has approved the Reorganizations and has determined that the Reorganizations are in the best interests of the Portfolios and their respective shareholders. The Reorganizations are expected to take effect on or about close of business December 18, 2026, or as soon as possible thereafter.

This Prospectus/Information Statement sets forth concisely the information you should know about the Reorganizations of the Acquired Portfolios and constitutes an offering of the shares of the Acquiring Portfolios issued in the Reorganizations. Please read it carefully and retain it for future reference.

Overview of the Reorganizations

The following is a summary of certain information contained elsewhere in this Prospectus/Information Statement. Shareholders should read the entire document carefully.

As described in more detail below, each Plan, forms of which are attached as Exhibits A, B and C to the Prospectus and Information Statement, provides for the transfer of all of an Acquired Portfolio’s assets to the corresponding Acquiring Portfolio in exchange for (i) the Acquiring Portfolio’s assumption of all of the Acquired Portfolio’s liabilities, and (ii) issuance to the Acquired Portfolio of Class I shares of the Acquiring Portfolio (the “Acquiring Portfolio Shares”). The Acquiring Portfolio Shares received by each Acquired Portfolio will have an aggregate net asset value equal to the aggregate net asset value of the Acquired Portfolio shares outstanding immediately prior to the applicable Reorganization. As a result, each Acquired Portfolio will be completely liquidated, and Contract owners will beneficially own shares of the applicable Acquiring Portfolio having an aggregate value equal to their Acquired Portfolio shares.

Constellation Investments, Inc. (the “Adviser” or “CINV”) serves as the investment adviser to each Acquired Portfolio and Acquiring Portfolio. The Acquiring Portfolio will be the accounting and performance survivor of each Reorganization, and the combined portfolio resulting from each Reorganization is sometimes referred to herein as the “Combined Portfolio.”

Each Acquired Portfolio and Acquiring Portfolio are managed under a manager-of-managers structure, which means that the Adviser has engaged each subadviser listed below to conduct the investment program of the relevant Portfolio, including the purchase, retention, and sale of portfolio securities and other financial instruments. Each Acquired Portfolio and the Acquiring Portfolio have the same distribution and purchase procedures and exchange rights, and redemption procedures.

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* The portfolio resulting from Reorganization 3 will be the AVIP Fidelity Institutional AM® Small Cap Core Portfolio.

Features common to all three Reorganizations. Although the Portfolios differ, the Reorganizations share the following features:

•         Same investment adviser and service providers. CINV is the investment adviser to the Acquired Portfolios and Acquiring Portfolios and will continue to serve as investment adviser to each Combined Portfolio. Each Portfolio uses the same custodian, accounting agent, independent registered public accounting firm and other service providers. Each Acquired Portfolio is managed by a different subadviser than its respective Acquiring Portfolio, and each Combined Portfolio will be managed by the subadviser shown in the table above.

•         Class I shares for Class I shares, at net asset value. Shareholders of each Acquired Portfolio will receive Class I shares of the corresponding Acquiring Portfolio having an aggregate net asset value equal to the aggregate net asset value of their Acquired Portfolio shares immediately prior to the Reorganization. Contract owners will not incur any sales charge, redemption fee or other transaction charge as a result of a Reorganization, and Contract charges will not change.

•         No shareholder vote. No Reorganization requires the approval of shareholders or Contract owners under Maryland law, the Fund’s Articles of Incorporation, or the Investment Company Act of 1940 (the “1940 Act”). See “Information About the Reorganizations — No Shareholder Vote Is Required.”

•         Board approval. The Board, none of whose members is an “interested person” of the Fund, approved each Reorganization on August 27, 2026 and approved the Plans on October 14, 2026, having determined that each Reorganization is in the best interests of the participating Portfolios and that the interests of their existing shareholders will not be diluted. See “Information About the Reorganizations — Board Considerations.”

•         Expected expense reduction. Based on expenses for the year ended June 30, 2026, each Combined Portfolio is expected to have a total annual operating expense ratio lower than that of the corresponding Acquired Portfolio. See “Comparison of Investment Management Fees and Total Fund Operating Expenses” under each Reorganization.

•         Costs. The Adviser will bear the costs of the Reorganizations, other than portfolio transaction costs incurred by each Acquired Fund in connection with repositioning its holdings. See “Information About the Reorganizations — Expenses of the Reorganizations and Portfolio Repositioning.”

•         Tax-free reorganizations. Each Reorganization is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code and is not expected to be a taxable event for

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Contract owners. See “Information About the Reorganizations — Certain Federal Income Tax Considerations.”

•         Closing date. Each Reorganization is expected to close on or about close of business December 18, 2026 (the “Closing Date”).

Reorganizations are independent of each other

The consummation of each Reorganization is not conditioned on the consummation of either of the other Reorganizations. If any Reorganization is delayed, postponed or abandoned, the other Reorganizations may nevertheless proceed on the Closing Date. A Contract owner is affected only by the Reorganization involving an Acquired Portfolio to which the Contract owner has allocated Contract value.

Reorganization 3 and the appointment of FIAM LLC

Separately from Reorganization 3, the Board has approved the appointment of FIAM LLC as subadviser to Acquiring Portfolio 3 and related changes to that Portfolio’s principal investment strategies, effective close of business December 18, 2026. The appointment does not require shareholder approval and will take effect whether or not Reorganization 3 is completed. See “Reorganization 3” and “Information Regarding the Appointment of FIAM LLC.”

Investment Objectives of the Portfolios

Insurance-Dedicated Structure

Each Portfolio serves as an underlying investment for variable annuity contracts and variable life insurance policies (the “Contracts”) issued by AuguStar^® Life Insurance Company (“ALIC”) and National Security Life and Annuity Company (“NSLAC”). Each such insurance company holds assets invested in these Contracts in various separate accounts, each of which is divided into sub-accounts investing exclusively in a mutual fund or in a portfolio of a mutual fund. Contract owners who have allocated their account values to sub-accounts are therefore indirectly invested in the applicable Portfolio through the Contracts.

Additional information about each Acquiring Portfolio has been filed with the Securities and Exchange Commission, including the Fund’s Prospectus dated May 1, 2026 and the Statement of Additional Information dated May 1, 2026, each of which is incorporated herein by reference. The Fund’s Investment Company Act file number is 811-3015 and its Securities Act file number is 2-67464.

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A Statement of Additional Information dated November 16, 2026 (the “Reorganization SAI”), relating to this Prospectus/Information Statement and the Reorganizations, has been filed with the Securities and Exchange Commission and is incorporated by reference into (legally considered to be part of) this Prospectus/Information Statement. A copy of the Reorganization SAI is available upon request and without charge by contacting the Fund toll free at 877.781.6392.

As used herein, “shareholder,” “you,” and “your” may refer to Contract owners and to the separate accounts of ALIC and NSLAC.

In addition, each of the following documents has been filed with the SEC and is incorporated herein by reference:

•      Prospectuses relating to the Acquired Portfolios and the Acquiring Portfolios, dated May 1, 2026, filed April 29, 2026 on Form N-1A, Post-Effective Amendment No. 116 (File Nos. 811-3015; 2-67464);

•      Statements of Additional Information relating to the Acquired Portfolios and the Acquiring Portfolios, each dated May 1, 2026, filed April 29, 2026 on Form N-1A, Post-Effective Amendment No. 116 (File Nos. 811-3015; 2-67464);

•      Annual Financial Statements and Additional Information of the Fund relating to the Acquired Portfolios and the Acquiring Portfolios for the fiscal year ended December 31, 2025, filed March 6, 2026 on Form N-CSR (File No. 811-3015); and

•      Semi-Annual Financial Statements and Additional Information of the Fund relating to the Acquired Portfolios and the Acquiring Portfolios for the fiscal period ended June 30, 2026, filed September 4, 2026 on Form N-CSRS (File No. 811-3015).

The Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, files reports and other information, including proxy materials, with the SEC. The accompanying Reorganization SAI, as well as the Fund’s Prospectuses, Statements of Additional Information, and Annual and Semi-Annual Financial Statements, are available upon request and without charge by writing to the Fund at One Financial Way, Montgomery, Ohio 45242 or by calling toll-free at 877-781-6392. They are also available, free of charge, at the Fund’s website at www.augustarfund.com.

You can also obtain copies of any of the above-referenced documents without charge on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.

THIS COMBINED PROSPECTUS/INFORMATION STATEMENT IS EXPECTED TO BE SENT TO SHAREHOLDERS ON OR ABOUT November 25, 2026.

THE REORGANIZATIONS DO NOT REQUIRE YOUR APPROVAL. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS COMBINED PROSPECTUS/INFORMATION STATEMENT AND, IF SO GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS

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COMBINED PROSPECTUS/INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

NEITHER THE SEC NOR ANY STATE REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS COMBINED PROSPECTUS/INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

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REORGANIZATION 1

AVIP Fidelity Institutional AM® Equity Growth Portfolio into AVIP BlackRock Advantage Large Cap Growth Portfolio

The following is a summary of certain information contained elsewhere in this Prospectus/Information Statement. Shareholders should read the entire Prospectus/Information Statement carefully.

Summary

The AVIP Fidelity Institutional AM® Equity Growth Portfolio (“Acquired Portfolio 1”) will be reorganized into the AVIP BlackRock Advantage Large Cap Growth Portfolio (“Acquiring Portfolio 1” and together with Acquired Portfolio 1, the “Portfolios”). Acquiring Portfolio 1 will be the accounting and performance survivor, and the combined portfolio resulting from the Reorganization is referred to as “Combined Portfolio 1.” Both Portfolios are classified in the US Equity Large Cap Growth category.

The Portfolios share the same growth orientation and substantively the same objective, but pursue them through different investment processes.

Reorganization 1 is expected to close on or about close of business December 18, 2026. Reorganization 1 is independent of Reorganization 2 and Reorganization 3; the completion of one does not depend on the completion of any other.

Reasons for the Reorganization and Board Determination

The Board, including all of the Independent Directors, determined that Reorganization 1 is in the best interests of Acquired Portfolio 1 and Acquiring Portfolio 1 and that the interests of their shareholders will not be diluted. For further description of the Board’s considerations in approving the Reorganization, see  “Information About the Reorganizations — Board Considerations,” beginning at page 52.

Comparison of Investment Objectives and Principal Investment Strategies

The investment objective of Acquired Portfolio 1 is capital appreciation. The stated investment objective of Acquiring Portfolio 1 is long-term growth of capital. Although worded differently, these objectives are substantively the same.

Both Portfolios invest primarily in common stocks of growth companies and both may invest in securities of foreign issuers. Acquired Portfolio 1 invests in growth companies of any market capitalization and selects securities using fundamental, bottom-up analysis. Acquiring Portfolio 1 invests at least 80% of its net assets in stocks of large capitalization companies and is managed under BlackRock Investment Management, LLC’s (“BlackRock”) systematic process using proprietary quantitative return-forecast models rather than discretionary fundamental selection, with no stated minimum holding period and the expectation of active and frequent trading. Acquiring Portfolio 1 may also use derivatives and may have substantial positions in a particular sector of the economy.

Upon consummation of the Reorganization, Combined Portfolio 1 will be managed by Acquiring Portfolio 1’s subadviser (BlackRock) according to the investment objective and principal investment strategies of Acquiring Portfolio 1.

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Principal Risks of the Portfolios

The table below compares the principal risks of investing in the Portfolios. Both Portfolios are subject to market risk, growth strategy risk, large capitalization company risk, issuer risk and foreign investments risk. In addition, Acquired Portfolio 1, but not Acquiring Portfolio 1, is subject to small and medium capitalization company risk. Acquiring Portfolio 1, but not Acquired Portfolio 1, is subject to model risk, derivatives risk, sector risk, emerging markets risk, high portfolio turnover risk and risk of investing in the United States. Combined Portfolio 1 will be subject to the same risks as Acquiring Portfolio 1 once the Reorganization is complete.

All investments have risks to some degree, and it is possible that you could lose money by investing in either of the Portfolios.  There is no assurance that a Portfolio will meet its investment objective. The value of your investment in a Portfolio and the amount of the return you receive on your investment may fluctuate significantly. You could lose money, or have less return than the market in general, by investing in a Portfolio.

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Comparison of Investment Management Fees and Total Fund Operating Expenses

The contractual investment management fee rate for Acquiring Portfolio 1 is being amended prior to the Reorganization, from 0.66% of the first $500 million and 0.64% over $500 million to 0.66% of the first $100 million, 0.65% of $100–$500 million and 0.64% over $500 million. The effect is that the Acquiring Portfolio’s contractual advisory fee schedule will be the same or lower at any asset level than under Acquired Portfolio 1’s own schedule of 0.68% of the first $100 million and 0.65% over $100 million.

The fee table describes the fees and expenses that owners of the Contracts may pay if they invest in Acquired Portfolio 1 or Acquiring Portfolio 1, as well as the projected fees and expenses of Combined Portfolio 1 after the Reorganization. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. The table does not reflect fees or expenses that may be charged in connection with variable annuities and variable life insurance policies issued by the insurance companies which offer the Portfolios as underlying investment options. If such charges were included, the following fees and expenses would be higher.  

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The Annual Fund Operating Expenses table and Expense Example table shown below are based on expenses incurred during each Portfolio’s 12-month period ended June 30, 2026. Acquired Portfolio 1 and Acquiring Portfolio 1 columns show expenses based on the average daily net assets of the applicable Portfolio for 12-month period ended June 30, 2026. The pro forma column shows expenses of Combined Portfolio 1 based on the combined assets of Acquired Portfolio 1 and Acquiring Portfolio 1 on June 30, 2026, as if the Reorganization had occurred on that date, and assumes that the amended advisory fees for Acquiring Portfolio 1 had been in effect for Combined Portfolio 1 on June 30, 2026. Please keep in mind that, as a result of changing market conditions, total asset levels, and other factors, expenses at any time during the current fiscal year may be significantly different from those shown. Pro forma figures are estimated as if the Reorganization had been completed as of June 30, 2026 and do not include the estimated costs of the Reorganization, which will be borne by the Adviser and not the Portfolios, or that Acquired Portfolio 1 will incur costs in connection with portfolio repositioning.

In July 2026, the AVIP model portfolios, which are managed by the Adviser and invest in other portfolios of the Fund, reallocated a substantial portion of their investments among the Fund’s portfolios, including the Portfolios. As a result, the net assets of Acquired Portfolio 1 and Acquiring Portfolio 1 were approximately $234 million and $719 million, respectively, as of July 31, 2026, compared with $247 million and $461 million as of June 30, 2026.

Shareholder Fees (fees paid directly from your investment): N/A

Annual Portfolio Operating Expenses: Class I (expenses that you pay each year as a percentage of the value of your investment):

⁽¹⁾ Restated to reflect the amended contractual advisory fee schedule for Acquiring Portfolio 1 effective October 14, 2026.

Expense Example

The examples assume that you invest $10,000 in each of the Portfolios for the time periods indicated, that your investment has a 5% return each year, and that each Portfolio’s total operating expenses remain the same. These examples do not reflect any charges or expenses for the Contracts; the expenses shown would be higher if these charges were included. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Portfolio Turnover

Each Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual portfolio operating expenses or in the examples, affect the Portfolio’s performance. For the most recent fiscal year ended December 31, 2025, Acquired Portfolio 1’s turnover rate was 52% of the average value of its portfolio, and Acquiring Portfolio 1’s turnover rate was 65% of the average value of its portfolio.

Performance of the Portfolios

The accompanying bar charts and tables provide some indication of the risks of investing in the Portfolios. They show changes in each Portfolio’s performance for each of the last ten calendar years (or, if shorter, since inception) and each Portfolio’s average annual returns for the periods shown compared to those of a broad-based securities market index. Each Portfolio’s past performance does not necessarily indicate how it will perform in the future. Variable contract charges are not reflected in the chart or table. If they were, the returns would be less than those shown.

Performance of Acquired Portfolio 1

The annual returns and average annual returns shown below are after deduction of expenses and do not include Contract charges. If Contract charges were included, the returns shown would have been lower. Consult your Contract prospectus for information about Contract charges.

FIAM began subadvising Acquired Portfolio 1 under its current strategy effective July 28, 2023. Prior to that, Acquired Portfolio 1 was subadvised by Janus Capital Management, LLC (now known as Janus Henderson Investors U.S. LLC). Performance returns shown below for periods prior to July 28, 2023, are not indicative of returns of the current strategy or subadviser.

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Acquired Portfolio 1: Year-by-Year Total Returns (Class I Shares)

Best quarter: 26.82% (quarter ended June 30, 2020). Worst quarter: -25.39% (quarter ended June 30, 2022).

The year-to-date return as of September 30, 2026 was 9.34%. To obtain performance information up to the most recent month end, call toll free 877.781.6392.

Acquired Portfolio 1: Average Annual Total Returns (as of December 31, 2025)

The S&P 500® Index is Acquired Portfolio 1’s primary benchmark.

Performance of Acquiring Portfolio 1

The annual returns and average annual returns shown below are after deduction of expenses and do not include Contract charges. If Contract charges were included, the returns shown would have been lower. Consult your Contract prospectus for information about Contract charges.

BlackRock began subadvising Acquiring Portfolio 1 under its current strategy on February 1, 2019. From May 2007 through January 31, 2019, Acquiring Portfolio 1 was subadvised by Suffolk Capital

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Management, LLC using a different strategy. Performance returns shown below for periods prior to February 1, 2019 are not indicative of returns of the current strategy or subadviser.

Acquiring Portfolio 1: Year-by-Year Total Returns (Class I Shares)

Best quarter: 26.61% (quarter ended June 30, 2020). Worst quarter: -21.83% (quarter ended December 31, 2018).

The year-to-date return as of September 30, 2026 was 11.28%. To obtain performance information up to the most recent month end, call toll free 877.781.6392.

Acquiring Portfolio 1: Average Annual Total Returns (as of December 31, 2025)

The S&P 500^® Index is Acquiring Portfolio 1’s primary benchmark.

Acquiring Portfolio 1 has outperformed Acquired Portfolio 1 over the one-, and five-year periods ended December 31, 2025 (21.51% against 15.35%; and 13.88% against 10.69%). However, Acquiring Portfolio 1 has underperformed Acquired Portfolio 1 over the 10-year period ended December 31, 2025(15.69% against 15.52%).

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Capitalizations Before and After the Reorganization

The following table sets forth, as of September 30, 2026, the capitalization of Acquired Portfolio 1, Acquiring Portfolio 1 and Combined Portfolio 1 as adjusted to give effect to the Reorganization. The capitalizations are likely to be different on the Closing Date as a result of daily share purchase, redemption and market activity. No assurance can be given as to how many shares of Acquiring Portfolio 1 will be received by shareholders of Acquired Portfolio 1 on the Closing Date, and the information below should not be relied upon to reflect the number of shares of Combined Portfolio 1 that actually will be received.

The Adjustments column reflects shares to be issued to Acquired Portfolio 1 shareholders (Acquired Portfolio 1 net assets divided by Acquiring Portfolio 1 net asset value per share) less Acquired Portfolio 1 shares outstanding. No adjustment to net assets is required because the Adviser bears the costs of the Reorganization. Acquiring Portfolio 1 also has 15.013 Class II shares outstanding (seed capital), which are de minimis and are not separately shown.  Additional shares issued to Acquired Portfolio shareholders: 26,645,216.

REORGANIZATION 2

AVIP AB Relative Value Portfolio into AVIP S&P 500® Index Portfolio

The following is a summary of certain information contained elsewhere in this Prospectus/Information Statement. Shareholders should read the entire Prospectus/Information Statement carefully.

Summary

The AVIP AB Relative Value Portfolio (“Acquired Portfolio 2”) will be reorganized into the AVIP S&P 500® Index Portfolio (“Acquiring Portfolio 2”). Acquiring Portfolio 2 will be the accounting and performance survivor, and the combined portfolio is referred to as “Combined Portfolio 2.” Acquired Portfolio 2 is classified in the US Equity Large Cap Value category; Acquiring Portfolio 2 is classified in the US Equity Large Cap Blend category.

Reorganization 2 is expected to close on or about close of business December 18, 2026. Reorganization 2 is independent of Reorganization 1 and Reorganization 3; the completion of one does not depend on the completion of any other.

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The Change from Active to Index Management

The Reorganization will move shareholders of Acquired Portfolio 2 from an actively managed portfolio to an index portfolio. Acquired Portfolio 2’s subadviser selects stocks it believes are undervalued, with the goal of outperforming the market. Acquiring Portfolio 2 does not actively select stocks; it holds the securities in the S&P 500® Index (the “Index”) in approximately Index proportions, with the goal of approximating the Index’s return before expenses. Acquiring Portfolio 2 will not attempt to outperform the Index, will not take defensive positions in market declines, and will not overweight or underweight securities based on valuation. The Portfolios’ investment objectives differ accordingly.

Shareholders will also move from a value style to a blend style. Acquiring Portfolio 2’s market-capitalization weighting currently results in significant exposure to largely growth-oriented companies in the Index, and the Portfolio may operate as non-diversified solely as a result of changes in Index weightings. Related risks are described under “Principal Risks of the Portfolios.”

Reasons for the Reorganization and Board Determination

The Fund believes that it is no longer feasible to manage Acquired Portfolio 2 as a separate series of the Fund. Following the Reorganization, Combined Portfolio 2 will have a larger asset base which could create the opportunity to benefit from long-term economies of scale and potentially lower gross annual operating expenses as certain fixed costs, such as legal expenses, audit fees, compliance expenses, accounting fees and other expenses, are spread across a larger asset base. As a result, the Fund believes Acquired Portfolio 2 shareholders would benefit from becoming shareholders of Acquiring Portfolio 2.

The Board, including all of the Independent Directors, determined that Reorganization 2 is in the best interests of Acquired Portfolio 2 and Acquiring Portfolio 2 and that the interests of the existing shareholders of each will not be diluted. For further description of the Board’s considerations in recommending the Reorganization, see “Information About the Reorganizations — Board Considerations,” beginning at page 52.

Comparison of Investment Objectives and Principal Investment Strategies

The investment objectives of the two Portfolios are substantively different.

The investment objective of Acquired Portfolio 2 is long-term growth of capital. Its subadviser, AllianceBernstein L.P. (“AllianceBernstein”), invests primarily in the equity securities of U.S. companies that it believes are trading at attractive valuations and that have strong or improving business models, relying heavily on fundamental analysis and the research of a dedicated investment team. This is a fundamental, actively managed value strategy.

The investment objective of Acquiring Portfolio 2 is total return approximating that of the Standard & Poor’s 500^® Index (the “Index”) at a risk level consistent with that of the Index. Under normal circumstances, the Portfolio invests more than 80% of its net assets in the common stocks and other securities of companies included in the Index and attempts to allocate its investments among stocks in approximately the same weightings as the Index. It is not managed in the traditional sense of using market and economic analyses to select stocks. Acquiring Portfolio 2 is classified as diversified and may become non-diversified solely as a result of a change in relative market capitalization or index weighting of one or more constituents in the Index, consistent with SEC staff guidance for index funds. This means it may hold a larger percentage of its assets in a smaller number of issuers than Acquired Portfolio 2.

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Upon consummation of the Reorganization, Combined Portfolio 2 will be managed by Acquiring Portfolio 2’s subadviser, Geode Capital Management, LLC (“Geode”), according to the investment objective and principal investment strategies of Acquiring Portfolio 2.

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Principal Risks of the Portfolios

The table below compares the principal risks of investing in the Portfolios. Acquired Portfolio 2, but not Acquiring Portfolio 2, is subject to management risk, value strategy risk, large-cap company risk, medium capitalization company risk, small capitalization company risk and sector risk. Acquiring Portfolio 2, but not Acquired Portfolio 2, is subject to issuer risk, tracking risk, futures risk, passive investment risk and non-diversification risk. Combined Portfolio 2 will be subject to the same risks as Acquiring Portfolio 2 once the Reorganization is complete.

All investments have risks to some degree, and it is possible that you could lose money by investing in either of the Portfolios. There is no assurance that a Portfolio will meet its investment objective. The value of your investment in a Portfolio and the amount of the return you receive on your investment may fluctuate significantly. You could lose money, or have less return than the market in general, by investing in a Portfolio.

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Acquiring Portfolio 2 may operate as a non-diversified fund under the 1940 Act solely as a result of index concentration. This means it may hold a larger percentage of its assets in a smaller number of issuers than Acquired Portfolio 2

Comparison of Investment Management Fees and Total Fund Operating Expenses

The contractual investment management fee rate for Acquiring Portfolio 2 is lower than that of Acquired Portfolio 2 at every asset level. The contractual investment management fee rate for Acquiring Portfolio 2 is as follows: 0.40% of the first $100 million, 0.35% of the next $150 million and 0.33% over $250 million. The contractual investment management fee rate for Acquired Portfolio 2 is as follows:0.65% of the first $100 million, 0.61% of the next $200 million and 0.59% over $300 million. The contractual rate for Acquiring Portfolio 2 is not changing in connection with the Reorganization.

The fee table describes the fees and expenses that owners of the Contracts may pay if they invest in Acquired Portfolio 2 or Acquiring Portfolio 2, as well as the projected fees and expenses of Combined Portfolio 2 after the Reorganization. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below. The table does not reflect fees or expenses that may be charged in connection with variable annuities and variable life insurance policies issued by the insurance companies which offer the Portfolios as underlying investment options. If such charges were included, the following fees and expenses would be higher

The Annual Fund Operating Expenses table and Expense Example table shown below are based on expenses incurred during each Portfolio’s 12-month period ended June 30, 2026. Acquired Portfolio 2 and Acquiring Portfolio 2 columns show expenses based on the average daily net assets of the applicable Portfolio for the 12-month period ended June 30, 2026. The pro forma column shows expenses of Combined Portfolio 2 based on the combined assets of Acquired Portfolio 2 and Acquiring Portfolio 2 on June 30, 2026, as if the Reorganization had occurred on that date, and assumes that the current advisory fees for Acquiring Portfolio 2 had been in effect for Combined Portfolio 2 on June 30, 2026. Please keep in mind that, as a result of changing market conditions, total asset levels, and other factors, expenses at any time during the current fiscal year may be significantly different from those shown. Pro forma figures are estimated as if the Reorganization had been completed as of June 30, 2026 and do not include the estimated costs of the Reorganization, which will be borne by the Adviser and not the Portfolios, or that Acquired Portfolio 2 will incur costs in connection with portfolio repositioning.

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In July 2026, the AVIP model portfolios, which are managed by the Adviser and invest in portfolios of the Fund, reallocated a substantial portion of their investments among the Fund’s portfolios. As a result, the net assets of Acquired Portfolio 2 and Acquiring Portfolio 2 were approximately $9.5 million and $727 million, respectively, as of July 31, 2026, compared with $129 million and $1,197 million as of June 30, 2026.

Shareholder Fees (fees paid directly from your investment): N/A

Annual Portfolio Operating Expenses: Class I (expenses that you pay each year as a percentage of the value of your investment):

Expense Example

The examples assume that you invest $10,000 in each of the Portfolios for the time periods indicated, that your investment has a 5% return each year, and that each Portfolio’s total operating expenses remain the same. These examples do not reflect any charges or expenses for the Contracts; the expenses shown would be higher if these charges were included. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Portfolio Turnover

Each Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual portfolio operating expenses or in the examples, affect the Portfolio’s performance. For the most recent fiscal year ended December 31, 2025, Acquired Portfolio 2’s turnover rate was 75% of the average value of its portfolio and Acquiring Portfolio 2’s was 4%.  The difference between these rates is attributable to the difference between the Portfolios’ strategies.

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Performance of the Portfolios

The accompanying bar charts and tables provide some indication of the risks of investing in the Portfolios. They show changes in each Portfolio’s performance for each of the last ten calendar years (or, if shorter, since inception) and each Portfolio’s average annual returns for the periods shown compared to those of a broad-based securities market index and a secondary index, as applicable. Each Portfolio’s past performance does not necessarily indicate how it will perform in the future. Variable contract charges are not reflected in the chart or table. If they were, the returns would be less than those shown.

Performance of Acquired Portfolio 2

The annual returns and average annual returns shown below are after deduction of expenses and do not include Contract charges. If Contract charges were included, the returns shown would have been lower. Consult your Contract prospectus for information about Contract charges.

Acquired Portfolio 2 commenced operations on December 2, 2021 and therefore does not have a ten-year or five-year performance record. Its bar chart shows returns for the last four full calendar years and its average annual total returns are presented for the one-year period and for the period since inception.

Acquired Portfolio 2: Year-by-Year Total Returns (Class I Shares)

Best quarter: 13.96% (quarter ended December 31, 2022). Worst quarter: -11.35% (quarter ended June 30, 2022).

The year-to-date return as of September 30, 2026 was 8.27%. To obtain performance information up to the most recent month end, call toll free 877.781.6392.

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Acquired Portfolio 2: Average Annual Total Returns (as of December 31, 2025)

The S&P 500^® Index is Acquired Portfolio 2’s primary benchmark.

Performance of Acquiring Portfolio 2

The annual returns and average annual returns shown below are after deduction of expenses and do not include Contract charges. If Contract charges were included, the returns shown would have been lower. Consult your Contract prospectus for information about Contract charges.

Acquiring Portfolio 2: Year-by-Year Total Returns (Class I Shares)

Best quarter: 20.46% (quarter ended June 30, 2020). Worst quarter: -19.68% (quarter ended March 31, 2020).

The year-to-date return as of September 30, 2026 was 12.41%. To obtain performance information up to the most recent month end, call toll free 877.781.6392.

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Acquiring Portfolio 2: Average Annual Total Returns (as of December 31, 2025)

The S&P 500^® Index is Acquiring Portfolio 2’s primary benchmark.

Acquiring Portfolio 2 outperformed Acquired Portfolio 2 for the one-year period ended December 31, 2025 (17.43% against 10.11%) and for the period from Acquired Portfolio 2’s inception on December 2, 2021 through December 31, 2025 (11.96% against 8.46%).

Capitalizations Before and After the Reorganization

The following table sets forth, as of September 30, 2026, the capitalization of Acquired Portfolio 2, Acquiring Portfolio 2 and Combined Portfolio 2 as adjusted to give effect to the Reorganization. The capitalizations are likely to be different on the Closing Date as a result of daily share purchase, redemption and market activity. No assurance can be given as to how many shares of Acquiring Portfolio 2 will be received by shareholders of Acquired Portfolio 2 on the Closing Date, and the information below should not be relied upon to reflect the number of shares of Combined Portfolio 2 that actually will be received.

Additional shares issued to Acquired Portfolio shareholders: 203,845.

*Acquiring Portfolio 2 also has 2.966 Class II shares outstanding (attributable to seed capital), which are de minimis and are not separately shown.

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REORGANIZATION 3

AVIP BlackRock Advantage Small Cap Growth Portfolio into AVIP AB Small Cap Portfolio

The following is a summary of certain information contained elsewhere in this Prospectus/Information Statement. Shareholders should read the entire Prospectus/Information Statement carefully.

Summary

The AVIP BlackRock Advantage Small Cap Growth Portfolio (“Acquired Portfolio 3”) will be reorganized into the AVIP AB Small Cap Portfolio (“Acquiring Portfolio 3”). Acquiring Portfolio 3 will be the accounting and performance survivor, and the combined portfolio is referred to as “Combined Portfolio 3.” Both Portfolios are classified in the US Equity Small Cap category.

The Portfolios have the same objective and the same small-cap focus, but different investment strategies. Acquiring Portfolio 3 will have a new subadviser, effective close of business December 18, 2026.

BlackRock Investment Management, LLC is the subadviser to Acquired Portfolio 3 and AllianceBernstein L.P. is the subadviser to Acquiring Portfolio 3. At its meeting on October 14, 2026, the Board approved the appointment of FIAM LLC (“FIAM”) as subadviser to Acquiring Portfolio 3, effective close of business December 18, 2026, a corresponding change to the Portfolio’s name, and changes to Acquiring Portfolio 3’s principal investment strategies to reflect FIAM’s Enhanced Small Cap Core strategy. The subadvisory agreement with AllianceBernstein with respect to the Acquiring Portfolio will terminate at close of business December 18, 2026. See “Information Regarding the Appointment of FIAM LLC” below.

The appointment of FIAM is separate from the Reorganization and also does not require Contract owner approval. The appointment of FIAM and the related changes to the Acquiring Portfolio’s investment strategies will take effect whether or not the Reorganization is consummated. As a result, the Combined Portfolio in which you will hold shares will be managed under a strategy that has no operating history in this Portfolio, and Acquiring Portfolio 3’s performance record shown below is that of a different strategy and subadviser. See “Information Regarding the Appointment of FIAM LLC” below.

Reorganization 3 is expected to close on or about close of business December 18, 2026. Reorganization 3 is independent of Reorganization 1 and Reorganization 2; the completion of one does not depend on the completion of any other.

Reasons for the Reorganization and Board Determination

The Board, including all of the Independent Directors, determined that Reorganization 3 is in the best interests of each of Acquired Portfolio 3 and Acquiring Portfolio 3 and that the interests of the existing shareholders of each will not be diluted. For further description of the Board’s considerations in recommending the Reorganization, see Information “About the Reorganizations — Board Considerations,” beginning at page 52.

Comparison of Investment Objectives and Principal Investment Strategies

The Portfolios have the same investment objectives. Each seeks long-term growth of capital. The Combined Portfolio’s investment objective will be that of the Acquiring Portfolio.

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The Portfolios currently have different principal investment strategies, although there are similarities. Both invest at least 80% of net assets in equity securities of smaller capitalization companies, though they define that universe differently. The Acquired Portfolio is currently managed entirely by a quantitative process applied to the small-capitalization growth universe. The Acquiring Portfolio is currently managed in two sleeves, one actively managed and one passive.

In connection with the appointment of FIAM as subadviser to the Acquiring Portfolio, at the August 27, 2026 Board meeting and on October 14, 2026, the Board approved changes the Acquiring Portfolio to reflect FIAM’s Enhanced Small Cap Core strategy. These changes will be effective following the appointment of FIAM as subadviser, whether or not the Reorganization is completed. The new name of the Acquiring Portfolio will be AVIP Fidelity Institutional AM^® Small Cap Core Portfolio.

The following table compares the current investment objective and principal investment strategies of the Acquired Portfolio with (i) the current investment objective and principal investment strategies of the Acquiring Portfolio and (ii) the investment objective and principal investment strategies of the Combined Portfolio following the appointment of FIAM as subadviser.

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Principal Risks of the Portfolios

The table below compares the principal risks of investing in the Portfolios. Both Portfolios are currently subject to market risk, small capitalization company risk, growth strategy risk and issuer risk. In addition, Acquired Portfolio 3, but not Acquiring Portfolio 3, is currently subject to model risk, medium capitalization company risk and risk of investing in the United States. Acquiring Portfolio 3, but not Acquired Portfolio 3, is currently subject to foreign investments risk, currency risk, management risk, passive investment risk, tracking risk, exchange-traded funds risk, derivatives risk, warrant and rights risk, futures risk, options risk, swap risk and preferred stock risk. Combined Portfolio 3 will be subject to the same risks as Acquiring Portfolio 3 upon completion of the Reorganization and, following the appointment of FIAM, to the principal risks of FIAM’s Enhanced Small Cap Core strategy shown in the

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final column of the table.

All investments have risks to some degree, and it is possible that you could lose money by investing in any of the Portfolios.  There is no assurance that a Portfolio will meet its investment objective. The value of your investment in a Portfolio and the amount of the return you receive on your investment may fluctuate significantly. You could lose money, or have less return than the market in general, by investing in a Portfolio.

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Comparison of Investment Management Fees and Total Fund Operating Expenses

The contractual investment management fee rate for Acquiring Portfolio 3 is lower than that of Acquired Portfolio 3 at every asset level. The contractual investment management fee rate for Acquiring Portfolio 3 is as follows: 0.73% of the first $400 million, 0.675% of the next $200 million and 0.63% over $600 million. The contractual investment management fee rate for Acquired Portfolio 2 is as follows:0.78% of the first $100 million, 0.75% of the next $400 million and 0.70% over $500 million. The contractual rate for Acquiring Portfolio 3 is not changing in connection with the Reorganization or the appointment of FIAM as subadviser to Acquiring Portfolio 3.

The fee table allows you to compare the fees and expenses that you may pay for buying and holding shares of each Portfolio. Pro forma expenses project anticipated expenses of the Acquiring Portfolio under two scenarios: (i) assuming that only the Reorganization takes place, and (ii) assuming that both the Reorganization takes place and the appointment of FIAM as subadviser to the Acquiring Portfolio takes place. Actual expenses may be greater or less than those shown. The table does not reflect fees or expenses that may be charged in connection with variable annuities and variable life insurance policies issued by the insurance companies which offer the Portfolios as an underlying investment option; if such charges were included, the following fees and expenses would be higher.

The Annual Fund Operating Expenses table and Expense Example table shown below are based on expenses incurred during each Portfolio’s 12-month period ended June 30, 2026. Acquired Portfolio 3 and Acquiring Portfolio 3 columns show expenses based on the average daily net assets of the applicable Portfolio for the 12-month period ended June 30, 2026. The pro forma column shows expenses of Combined Portfolio 3 based on the combined assets of Acquired Portfolio 3 and Acquiring Portfolio 3 on June 30, 2026, as if the Reorganization had occurred on that date, and assumes that the current advisory fees for Acquiring Portfolio 3 had been in effect for Combined Portfolio 3 on June 30, 2026. Please keep in mind that, as a result of changing market conditions, total asset levels, and other factors, expenses at any time during the current fiscal year may be significantly different from those shown. Pro forma figures are estimated as if the Reorganization had been completed as of June 30, 2026 and do not include the estimated costs of the Reorganization, which will be borne by the Adviser and not the Portfolios, or that the Portfolios will incur costs in connection with portfolio repositioning following the Reorganization.

In July 2026, the AVIP model portfolios, which are managed by the Adviser and invest in portfolios of the Fund, reallocated a substantial portion of their investments among the Fund’s portfolios, including the Portfolios. As a result, the net assets of Acquired Portfolio 3 and Acquiring Portfolio 3 were approximately $63 million and $249 million, respectively, as of July 31, 2026, compared with $137 million and $315 million as of June 30, 2026.

Shareholder Fees (fees paid directly from your investment): N/A

Annual Portfolio Operating Expenses: Class I (expenses that you pay each year as a percentage of the value of your investment):

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(1) The appointment of FIAM as subadviser does not change Acquiring Portfolio 3’s contractual advisory fee (subadvisory fees are paid by the Adviser, not the Portfolio) and is not expected to change the Portfolio’s other expenses materially. Accordingly, pro forma expenses after the subadviser change are the same as those shown for Acquiring Portfolio 3 after the Reorganization.

Expense Example:

The examples assume that you invest $10,000 in each of the Portfolios for the time periods indicated, that your investment has a 5% return each year, and that each Portfolio’s total operating expenses remain the same. These examples do not reflect any charges or expenses for the Contracts; the expenses shown would be higher if these charges were included. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

(1) The appointment of FIAM as subadviser does not change Acquiring Portfolio 3’s contractual advisory fee (subadvisory fees are paid by the Adviser, not the Portfolio) and is not expected to change the Portfolio’s other expenses materially. Accordingly, pro forma expenses after the subadviser change are the same as those shown for the Acquiring Portfolio after the Reorganization.

Portfolio Turnover

Each Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual portfolio operating expenses or in the examples, affect the Portfolio’s performance. For the most recent fiscal year ended December 31, 2025, the Acquired Portfolio’s turnover rate was 131% of the average value of its portfolio and the Acquiring Portfolio’s was 99% of the average value of its portfolio.

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Performance of the Portfolios

The accompanying bar charts and tables provide some indication of the risks of investing in the Portfolios. They show changes in each Portfolio’s performance for each of the last ten calendar years (or, if shorter, since inception) and each Portfolio’s average annual returns for the periods shown compared to those of a broad-based securities market index. Each Portfolio’s past performance does not necessarily indicate how it will perform in the future. Variable contract charges are not reflected in the chart or table. If they were, the returns would be less than those shown.

Performance of Acquired Portfolio 3

The annual returns and average annual returns shown below are after deduction of expenses and do not include Contract charges. If Contract charges were included, the returns shown would have been lower. Consult your Contract prospectus for information about Contract charges.

BlackRock began subadvising Acquired Portfolio 3 under its current strategy on February 1, 2019. From May 2002 through January 31, 2019, Acquired Portfolio 3 was subadvised by Suffolk Capital Management, LLC using a different strategy. Performance returns shown below for periods prior to February 1, 2019 are not indicative of returns of the current strategy or subadviser.

Acquired Portfolio 3: Year-by-Year Total Returns (Class I Shares)

Best quarter: 31.38% (quarter ended June 30, 2020). Worst quarter: -26.58% (quarter ended March 31, 2020).

The year-to-date return as of September 30, 2026 was 13.38%. To obtain performance information up to the most recent month end, call toll free 877.781.6392.

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Acquired Portfolio 3: Average Annual Total Returns (as of December 31, 2025)

The S&P 500^® Index is Acquired Portfolio 3’s primary benchmark.

Performance of Acquiring Portfolio 3

The annual returns and average annual returns shown below are after deduction of expenses and do not include Contract charges. If Contract charges were included, the returns shown would have been lower. Consult your Contract prospectus for information about Contract charges.

AllianceBernstein began subadvising Acquiring Portfolio 3 under its current strategy on May 1, 2021. Prior to May 1, 2021, Acquiring Portfolio 3 was subadvised by Janus Capital Management, LLC (now known as Janus Henderson Investors U.S. LLC), using different strategies. Performance returns shown below for periods prior to May 1, 2021 are not indicative of returns of the current strategy or subadviser.

Following the appointment of FIAM as subadviser at close of business December 18, 2026, and the related changes to Acquiring Portfolio 3’s principal investment strategies, Acquiring Portfolio 3’s performance for periods prior to that date will not be indicative of returns under the strategy that Acquiring Portfolio 3 will pursue going forward.

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Acquiring Portfolio 3: Year-by-Year Total Returns (Class I Shares)

Best quarter: 30.57% (quarter ended June 30, 2020). Worst quarter: -26.35% (quarter ended March 31, 2020).

The year-to-date return as of September 30, 2026 was 10.87%. To obtain performance information up to the most recent month end, call toll free 877.781.6392.

Acquiring Portfolio 3: Average Annual Total Returns (as of December 31, 2025)

Acquired Portfolio 3 outperformed Acquiring Portfolio 3 for the one-, five- and ten-year periods ended December 31, 2025 (14.14% against 4.89%; 3.08% against 1.53%; and 9.71% against 8.67%). As noted above, Acquiring Portfolio 3’s performance is that of a subadviser and strategy that will not continue following the appointment of FIAM as subadviser to the Acquiring Portfolio.

Capitalizations Before and After the Reorganization

The following table sets forth, as of September 30, 2026, the capitalization of Acquired Portfolio 3, Acquiring Portfolio 3 and Combined Portfolio 3 as adjusted to give effect to the Reorganization. The capitalizations are likely to be different on the Closing Date as a result of daily share purchase, redemption and market activity. No assurance can be given as to how many shares of Acquiring Portfolio

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3 will be received by shareholders of Acquired Portfolio 3 on the Closing Date, and the information below should not be relied upon to reflect the number of shares of Combined Portfolio 3 that actually will be received.

Additional shares issued to Acquired Portfolio 3 shareholders: 3,739,554.

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Management of the Portfolios

Constellation Investments, Inc. (the “Adviser” or “CINV”) is the investment adviser to each of the six Portfolios and will continue to serve as the investment adviser to each of the three Acquiring Portfolios after the effective date of the applicable Reorganization. The Adviser is an Ohio corporation organized on January 17, 1996, is a wholly-owned subsidiary of ALIC’s parent company, Constellation Insurance, Inc., and is located at One Financial Way, Montgomery, Ohio 45242. It has served as the Fund’s investment adviser since May 1996. The Adviser uses ALIC’s investment personnel and administrative systems and has no employees of its own.

The Fund operates under a “manager-of-managers” structure. The Adviser has engaged the subadvisers identified below to conduct the investment program of the relevant Portfolio. The Fund operates under manager-of-managers exemptive relief, which permits the termination and hiring of Fund portfolio subadvisers not affiliated with CINV without Contract owner approval.

A discussion regarding the basis for the Board approving the advisory agreement is available in the Fund’s Form N-CSR filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2025.

Contractual Investment Advisory Fee Rates

As compensation for its services to the Fund, the Adviser receives monthly fees from the Fund at annual rates on the basis of each Portfolio’s average daily net assets during the month for which the fees are paid.

In 2025, the Fund paid the Adviser at the following effective annualized rates on the average daily net assets:

*Effective at close of business December 18, 2026, Acquiring Portfolio 1’s contractual investment advisory fee rate will be amended to 0.66% of first $100 million; 0.65% of next $400 million; 0.64% over $500 million. Had the amended schedule been in effect for the combined assets of Acquiring Portfolio 1 and Acquired Portfolio 1 in 2025, the effective annualized rate would have been approximately 0.65%.

Subadvisers

FIAM LLC has managed the AVIP Fidelity Institutional AM® Equity Growth Portfolio since July 2023. Its principal address is 900 Salem Street, Smithfield, RI 02917. FIAM is an indirectly held wholly-owned subsidiary of FMR LLC. As of December 31, 2025, FIAM had approximately $347,726,100,163 in discretionary assets under management. Asher Anolic and Jason Weiner are co-portfolio managers. Mr. Anolic has worked as an analyst and portfolio manager since joining FIAM in 2008; he holds a BA in political science from Vassar College and an MBA from the Johnson Graduate School of Management at Cornell University. Mr. Weiner has worked as an analyst and portfolio manager since joining FIAM in 1991; he holds a BA in political science from Swarthmore College.

BlackRock Investment Management, LLC has managed the AVIP BlackRock Advantage Large Cap Growth Portfolio and the AVIP BlackRock Advantage Small Cap Growth Portfolio since February 1, 2019. BlackRock is located at 1 University Square, Princeton, New Jersey 08540, and is an indirect wholly-owned subsidiary and affiliate of BlackRock, Inc. BlackRock, Inc. and its affiliates had approximately $7.9 trillion in investment company and other portfolio assets under management as of March 31, 2026. The portfolio managers of both Portfolios are Raffaele Savi and Travis Cooke, CFA. Mr. Savi is a Senior Managing Director and the Co-CIO of Active Equity and Co-Head of Systematic Active

Equity of BlackRock; his service with the firm dates to 2006, including his years with Barclays Global Investors, which merged with BlackRock in 2009. Mr. Cooke is a Managing Director and Head of the North American strategies within the Systematic Active Equity team; he joined the firm in 1999, including his years with BGI, and is a CFA charterholder.

AllianceBernstein L.P. has managed the AVIP AB Small Cap Portfolio since May 1, 2021 and the AVIP AB Relative Value Portfolio since December 2, 2021. AllianceBernstein is located at 501 Commerce Street, Nashville, Tennessee 37203, and is a Delaware limited partnership whose majority limited partnership units are held, directly and indirectly, by its parent company Equitable Holdings, Inc. As of December 31, 2025, AllianceBernstein managed approximately $831 billion in assets.

•      AVIP AB Small Cap Portfolio. Joshua Lisser, Head of the Index Strategies team, and Samantha S. Lau, CFA, Co-Chief Investment Officer of Small and SMID Cap Growth Equities, have been portfolio managers since May 2021.

•      AVIP AB Relative Value Portfolio. John H. Fogarty, CFA, a Senior Vice President and Co-Chief Investment Officer, has been portfolio manager since December 2021. Christopher Kotowicz, CFA, a Co-Portfolio Manager and Senior Research Analyst for US Relative Value, has been a portfolio manager since March 1, 2023. Adam Yee, Senior Vice President and Co-Portfolio Manager and Senior Quantitative Analyst for US Relative Value, has been a portfolio manager since May 1, 2025.

Geode Capital Management, LLC has managed the AVIP S&P 500® Index Portfolio since 2016. Geode is registered as an investment adviser with the SEC, its principal business address is 100 Summer Street, 12th Floor, Boston, Massachusetts 02110, and it had approximately $1.74 trillion in discretionary assets under management as of December 31, 2025. Louis Bottari, Peter Matthew and Navid Sohrabi, CFA, are Senior Portfolio Managers; Robert Regan, Dan Glenn, Payal Gupta, Chris Toth, CFA, Josh Posner, CFA, and Tom Siwik, CFA, are Portfolio Managers; and John Cicci, CFA, and James Love, CFA, are Assistant Portfolio Managers of the Portfolio.

Louis Bottari, Peter Matthew and Navid Sohrabi, CFA, are Senior Portfolio Managers and Robert Regan, Dan Glenn, Payal Gupta, Chris Toth, CFA, Josh Posner, CFA, and Tom Siwik, CFA, are Portfolio Managers, and John Cicci, CFA, and James Love, CFA, are Assistant Portfolio Managers of the AVIP S&P 500® Index Portfolio, AVIP S&P MidCap 400® Index Portfolio, and AVIP Nasdaq-100® Index Portfolio.

Louis Bottari is a Senior Portfolio Manager. He has been with Geode since 2008. Prior to becoming a Senior Portfolio Manager, Mr. Bottari was a Portfolio Manager with Geode since 2010 and an Assistant Portfolio Manager with Geode since 2008. In addition to his portfolio management responsibilities, Mr. Bottari is responsible for new product development. Prior to joining Geode, Mr. Bottari was an Assistant Portfolio Manager with Pyramis Global Advisors from 2005 to 2008. Mr. Bottari began his career at Fidelity Investments in 1991.

Peter Matthew is a Senior Portfolio Manager. He has been with Geode since 2007. Prior to joining Geode in 2007, Mr. Matthew was employed by eSecLending from 2005 to 2007 and by State Street Corporation from 2001 to 2005.

Navid Sohrabi, CFA, is a Senior Portfolio Manager. He has been with Geode since 2019. Prior to joining Geode, Mr. Sohrabi was an Index Portfolio Manager and Quantitative Strategist at DWS from 2015 to 2019. Previously, Mr. Sohrabi worked as a Derivatives Trader and Analyst at Analytic Investors from 2013 to 2015.

Robert Regan is a Portfolio Manager. He has been with Geode since 2016. Prior to joining Geode, Mr. Regan was a Senior Implementation Portfolio Manager at State Street Global Advisors from 2008 to 2016. Previously, Mr. Regan was employed by PanAgora Asset Management from 1997 to 2008, most recently as a Portfolio Manager. Mr. Regan began his career at Investors Bank and Trust.

Dan Glenn is a Portfolio Manager. He has been with Geode since 2018. Prior to joining Geode, Mr. Glenn was an Associate Portfolio Manager at Proshares from 2016 to 2018. Previously, Mr. Glenn worked as an Operations Associate at Declaration Management and Research LLC from 2007 to 2009.

Payal Gupta is a Portfolio Manager. She has been with Geode since 2019. Prior to joining Geode, Ms. Gupta was employed by State Street Global Advisors from 2005 to 2019, most recently as a Senior Portfolio Manager. Previously, Ms. Gupta worked at Concentra Integrated Services and at Morgan Stanley.

Chris Toth, CFA, is a Portfolio Manager. He has been with Geode since 2019. Prior to joining Geode, Mr. Toth was a Portfolio Manager and Trader at Proteus Capital from 2013 to 2018. Previously, Mr. Toth worked as an Associate Portfolio Manager, Analyst and Trader at BlackRock from 2003 to 2012.

Josh Posner, CFA, is a Portfolio Manager. He has been with Geode since 2020. Prior to joining Geode, Mr. Posner was an Assistant Portfolio Manager and worked as an Equity Trader at Vanguard, LLC.

Tom Siwik, CFA, is a Portfolio Manager. He has been with Geode since 2022. Prior to joining Geode, Mr. Siwik was a Portfolio Manager at Abu Dhabi Investment Authority from 2011 to 2022. Previously, Mr. Siwik worked at State Street Global Advisors from 2004 to 2011.

John Cicci, CFA, is an Assistant Portfolio Manager. He has been with Geode since 2020. Prior to becoming an Assistant Portfolio Manager, Mr. Cicci was a Senior Trade Operations Assistant with Geode since 2020. Prior to joining Geode, Mr. Cicci was a Trade Operations Specialist at State Street.

James Love, CFA is an Assistant Portfolio Manager. He has been with Geode since 2020. Prior to becoming an Assistant Portfolio Manager, Mr. Love was a Manager of Trade and ETF Operations with Geode since 2020. Prior to joining Geode, Mr. Love held positions in investment operations at Arrowstreet Capital and State Street.

FIAM LLC will serve as subadviser to Acquiring Portfolio 3 (and, following Reorganization 3, Combined Portfolio 3), effective at close of business December 18, 2026, pursuant to a subadvisory agreement between Constellation Investments, Inc. (the “Adviser”) and FIAM dated on or about December 18, 2026 (the “FIAM Subadvisory Agreement”). FIAM is a registered investment adviser with the SEC, its principal business address is 900 Salem Street, Smithfield, Rhode Island 02917 and had approximately $4.7 trillion in discretionary assets under management as of December 31, 2024. FIAM currently serves as subadviser to Acquired Portfolio 1, the AVIP Fidelity Institutional AM® Equity Growth Portfolio, which will cease operations upon the consummation of Reorganization 1.

Effective December 18, 2026, Anna Lester, George Liu, and Sashi Naik are jointly and primarily responsible for the day-to-day management of Combined Portfolio 3.

Anna Lester will be Portfolio Manager of Combined Portfolio 3, effective close of business December 18, 2026. She also manages other portfolios on behalf of FIAM. Ms. Lester has worked as a portfolio manager since joining Fidelity Investments in 2022. Prior to joining Fidelity, she worked at Geode Capital Management LLC from 2019 to 2022, most recently as a senior portfolio manager. Before that, she worked at State Street Global Advisors from 2005 to 2019, as a senior portfolio manager.

George Liu will be Portfolio Manager of Combined Portfolio 3, effective close of business December 18, 2026. He also manages other portfolios on behalf of FIAM. Mr. Liu has worked as a portfolio manager since joining Fidelity Investments in 2022. Prior to joining Fidelity Investments, he worked at Geode Capital Management LLC from 2004 to 2022, most recently as a senior portfolio manager.

Sashi Naik will be Portfolio Manager of Combined Portfolio 3, effective close of business December 18, 2026. He also manages other portfolios on behalf of FIAM. Mr. Naik has worked has a portfolio manager since joining Fidelity Investments in 2022. Prior to joining Fidelity Investments, he worked at Geode Capital Management LLC from 2010 to 2022, most recently as a senior portfolio manager.

Information About the Reorganizations

Terms of the Reorganizations

Pursuant to each Plan, on the Closing Date the Acquired Portfolio will transfer to the Acquiring Portfolio all of its assets in exchange solely for shares of that Acquiring Portfolio. The aggregate net asset value of the shares issued by the Acquiring Portfolio will be equal to the value of the assets of the Acquired Portfolio transferred to the Acquiring Portfolio as of the Closing Date, as determined in accordance with the Acquiring Portfolio’s valuation procedures, net of the liabilities of the Acquired Portfolio assumed by the Acquiring Portfolio. The Acquired Portfolio expects to distribute the shares of the Acquiring Portfolio to its shareholders promptly after the Closing Date. Thereafter, the Acquired Portfolio will be terminated as a series of the Fund.

Prior to the close of business on the Closing Date, each Acquired Portfolio will endeavor to discharge all of its known liabilities and obligations. In addition, prior to the close of business on the Closing Date, for tax reasons, each Acquired Portfolio will distribute to its shareholders all of its investment company taxable income for all taxable periods ending on or before the Closing Date, all of its net tax-exempt income for all taxable periods ending on or before the Closing Date, and all of its net capital gains realized in all taxable periods ending on or before the Closing Date, after reduction for any available capital loss carryforwards and excluding any net capital gain on which the Acquired Portfolio paid federal income tax.

State Street Bank and Trust Company, the Fund’s accounting agent, will compute the value of each Acquired Portfolio’s portfolio of securities. The method of valuation employed will be consistent with the valuation procedures described in the Fund’s Articles of Incorporation and in each Portfolio’s prospectus and statement of additional information.

Each Plan contains customary representations, warranties and conditions. A Plan may be terminated with respect to its Reorganization if, on the Closing Date, any of the required conditions have not been met or if the representations and warranties are not true, or if at any time before the close of business on the Closing Date the Board or an authorized officer of the Fund determines that the Reorganization is inadvisable. A Plan may be terminated or amended by the mutual consent of the parties. The Plans are attached hereto as Exhibit A, Exhibit B, and Exhibit C, respectively.

Closing of the Reorganizations

Each Reorganization will take place after various conditions are satisfied by the Fund on behalf of the applicable Acquired Portfolio and Acquiring Portfolio, including the preparation of certain documents. Management has proposed an effective date of on or around close of business December 18, 2026, for each Reorganization (each, a “Closing Date”).

Under each Plan, the Acquired Portfolio will deliver to the Acquiring Portfolio all of its assets on the Closing Date, the Acquiring Portfolio will assume all of the liabilities of the Acquired Portfolio on the Closing Date, and the Acquiring Portfolio will issue the Acquiring Portfolio Shares to the Acquired Portfolio. The Acquiring Portfolio Shares received will have an aggregate net asset value equal to the aggregate net asset value of the Acquired Portfolio shares outstanding immediately prior to the Reorganization. The insurance company separate accounts will then make a conforming exchange of units between the applicable sub-accounts. The stock transfer books of each Acquired Portfolio will be permanently closed on the applicable Closing Date. Requests to transfer or redeem assets allocated to an Acquired Portfolio may be submitted at any time before the close of regular trading on the New York Stock Exchange on the Closing Date, and requests received in proper form prior to that time will be effected prior to the closing.

To the extent permitted by law, the Fund may amend a Plan without shareholder approval. The Fund may also agree to terminate and abandon any Reorganization at any time.

Board Considerations

On August 27, 2026, the Board met to consider the proposed Reorganizations. The Board approved the Plans at a meeting held on October 14, 2026. In advance of and at the meetings, the Board requested and received from the Adviser, and reviewed with the assistance of independent legal counsel to the Independent Directors, written and oral information regarding each Acquired Portfolio, each Acquiring Portfolio and each Combined Portfolio, including: historical and projected asset levels and flows; historical performance; current and pro forma fees and expenses; the investment objectives, strategies, risks and portfolio holdings of each Portfolio; the anticipated repositioning of portfolio holdings and its estimated costs and tax effects; the terms of the Plans; the allocation of Reorganization costs; alternatives to the Reorganizations, including liquidation; and the potential benefits of the Reorganizations to the Adviser and its affiliates.

Rule 17a-8 under the 1940 Act requires that the Board, including a majority of the Independent Directors, determine, for each Portfolio participating in a Reorganization, that participation is in the best interests of that Portfolio and that the interests of that Portfolio’s existing shareholders will not be diluted as a result of the Reorganization. None of the directors is an “interested person” of the Fund.

Factors common to all three Reorganizations. The Board considered that:

(i)                  The Adviser serves and will continue to serve as investment adviser to each Acquiring Portfolio, and the Portfolios share the same custodian, accounting agent, independent registered public accounting firm and other service providers;

(ii)               The Combined Portfolio is expected to achieve certain operating efficiencies from its larger net asset size;

(iii)             Class I shareholders of each Acquired Portfolio will receive Class I shares of the corresponding Acquiring Portfolio having the same aggregate net asset value as their Acquired Portfolio shares immediately prior to the Reorganization;

(iv)              Contract-level charges will not change;

(v)                The Fund’s fundamental investment restrictions apply uniformly to all Portfolios;

(vi)              The costs of the Reorganizations (other than portfolio transaction costs) will be borne by the Adviser;

(vii)            Each Reorganization is expected to qualify as a tax-free reorganization and is not expected to be a taxable event for contract owners;

(viii)          ALIC and NSLAC have agreed to permit one free transfer out of each Acquired Portfolio during the period from 60 days before to 60 days after the Closing Date; and

(ix)              The Adviser may benefit from the Reorganizations through reduced administrative burden, and the Adviser’s net advisory fee revenue (after payment of subadvisory fees) is expected to increase as a result of Reorganizations 1 and 3 and to decrease modestly as a result of Reorganization 2; the Adviser provided the Board with estimates of these effects.

The Board also considered the asset levels of the Portfolios in approving the Reorganizations. Notably, smaller asset levels can adversely affect a portfolio’s expense ratio. This occurs because some portions of a portfolio’s expenses (for example, audit, tax and other service-provider charges) are fixed and thus do not vary with asset levels. When a portfolio’s net assets decline, those fixed costs are spread over a smaller asset base, which may then increase the portfolio’s expense ratio.

Reorganization 1 – Board Considerations

The Board considered that:

(i)                  The Portfolios have substantively the same investment objective and both invest primarily in growth-oriented U.S. equity securities;

(ii)               The Adviser has agreed to amend Acquiring Portfolio 1’s contractual advisory fee schedule so that the Acquiring Portfolio’s contractual advisory fee schedule will be the same or lower than the Acquired Portfolio’s at every asset level;

(iii)             The pro forma total expense ratio of Combined Portfolio 1 (0.70%) is lower than that of Acquired Portfolio 1 (0.74%) as of June 30, 2026;

(iv)              Acquiring Portfolio 1 outperformed Acquired Portfolio 1 for the one- and five-year periods but not the ten-year period ended December 31, 2025, and that the ten-year record includes periods managed by different subadvisers under different strategies;

(v)                Acquired Portfolio 1 is substantially smaller than Acquiring Portfolio 1 and has underperformed it, and the Board agreed with the Adviser’s conclusion that the asset levels do not support continued operation;

(vi)              Approximately 38% of Acquired Portfolio 1’s holdings are expected to be sold in connection with the Reorganization at an estimated cost of $15,365 (custodial transaction charges of approximately $1,265 and brokerage commissions of approximately $14,100), to be borne by Acquired Portfolio 1; and

(vii)            As opposed to the liquidation of Acquired Portfolio 1, the Reorganization keeps Contract value invested in a large-capitalization U.S. equity portfolio without any action by the Contract owner.

Based on these and the common factors, the Board, including all of the Independent Directors, determined that Reorganization 1 is in the best interests of each of Acquired Portfolio 1 and Acquiring Portfolio 1 and that the interests of the existing shareholders of each will not be diluted.

Reorganization 2 – Board Considerations

The Board considered that:

(i)                  The Reorganization will move Acquired Portfolio 2 shareholders from an actively managed value strategy to a passively managed index strategy that does not seek to outperform its benchmark;

(ii)               Acquired Portfolio 2 had approximately $129 million in net assets as of June 30, 2026 (and approximately $9.5 million as of July 31, 2026, following the model-portfolio reallocation described under “Comparison of Investment Management Fees and Total Fund Operating Expenses”) after approximately four and one-half years of operation, that the Adviser does not expect it to reach a viable scale, and that its shareholders currently bear expenses approximately 36 basis points higher than those of Acquiring Portfolio 2;

(iii)             The pro forma total expense ratio of Combined Portfolio 2 (0.38%) is lower than that of Acquired Portfolio 2 (0.74%) as of June 30, 2026;

(iv)              The Adviser’s analysis of liquidating Acquired Portfolio 2. Per the Adviser’s analysis, the Board noted that, under most of the Contracts, liquidation proceeds would be allocated to the Contract’s default investment option, generally a money market portfolio, so that Contract owners who did not provide new instructions would be moved from an equity investment to a cash-equivalent investment. The Board concluded that the Reorganization, which maintains Contract owners’ exposure to large-capitalization U.S. equities at a substantially lower expense ratio, is preferable to liquidation.

(v)                Acquiring Portfolio 2 outperformed Acquired Portfolio 2 for the one-year period and since Acquired Portfolio 2’s inception;

(vi)              Acquiring Portfolio 2 is classified as diversified but may operate as non-diversified solely as a result of changes in Index weightings, and this is not a material difference in fundamental policy from Acquired Portfolio 2 for purposes of Rule 17a-8; and

(vii)            Approximately 16% of Acquired Portfolio 2’s holdings are expected to be sold at an estimated cost of approximately $4,892 (custodial transaction charges of approximately $2,092 and brokerage commissions of approximately $2,800), to be borne by Acquired Portfolio 2.

Based on these and the common factors, the Board, including all of the Independent Directors, determined that Reorganization 2 is in the best interests of each of Acquired Portfolio 2 and Acquiring Portfolio 2 and that the interests of the existing shareholders of each will not be diluted.

Reorganization 3 – Board Considerations

The Board considered that:

(i)                  The Portfolios have identical investment objectives and both invest at least 80% of net assets in small-capitalization equity securities;

(ii)               Acquired Portfolio 3 has outperformed Acquiring Portfolio 3 for the one-, five- and ten-year periods ended December 31, 2025;

(iii)             At the same meeting, the Board approved the appointment of FIAM LLC as subadviser to Acquiring Portfolio 3 and related changes to its principal investment strategies, effective close of business December 18, 2026, whether or not the Reorganization is consummated, so that Acquiring Portfolio 3 will be managed by a different subadviser;

(iv)              The pro forma total expense ratio of Combined Portfolio 3 (0.81%) is lower than that of Acquired Portfolio 3 (0.92%) as of June 30, 2026;

(v)                The Board is familiar with FIAM and its investment personnel, as FIAM currently serves as subadviser to Acquired Portfolio 1;

(vi)              Approximately 66% of Acquired Portfolio 3’s holdings (by value) and approximately 78% of Acquiring Portfolio 3’s existing holdings (by value) are expected to be sold in connection with the Reorganization and the transition to the FIAM strategy, with estimated custodial transaction charges of approximately $5,008 and estimated brokerage commissions of approximately $135,000, borne by the Portfolios; and

(vii)            The repositioning of Acquiring Portfolio 3’s holdings is attributable to the subadviser change and would occur regardless of the Reorganization; and that the expected annual portfolio turnover of Combined Portfolio 3 (70% to 120%) is lower than Acquired Portfolio 3’s portfolio turnover rate of 131% for the fiscal year ended December 31, 2025.

Based on these and the common factors, the Board, including all of the Independent Directors, determined that Reorganization 3 is in the best interests of each of Acquired Portfolio 3 and Acquiring Portfolio 3 and that the interests of the existing shareholders of each will not be diluted.

The Board’s determinations were made on the basis of each director’s judgment after consideration of all of the factors taken as a whole, though individual directors may have placed different weight on various factors and assigned different degrees of materiality to various conclusions. The Board recognized that there can be no assurance that any potential operating efficiencies or other benefits will in fact be realized.

No Shareholder Vote Is Required

Rule 17a-8 provides that shareholder approval of a merger undertaken in reliance on the rule is not required if: (i) policies of an acquired portfolio that would require a shareholder vote to change are not materially different from those of the acquiring portfolio; (ii) the advisory contracts of the merging portfolios are not materially different, other than the parties to the contract; (iii) a majority of the members of the acquired portfolio’s board who are independent directors and were elected by shareholders will comprise the majority of the board of the acquiring portfolio; and (iv) any 12b-1 fees charged by an acquiring portfolio are no greater than the 12b-1 fees charged by the acquired portfolio.

Each Reorganization satisfies these conditions. First, the Fund’s fundamental investment policies are a uniform Fund-wide list and are therefore the same for all six Portfolios. Second, the advisory contracts of the merging portfolios are not materially different, being made under a single Investment Advisory Agreement with the Fund differing only as to the fee schedule applicable to each Portfolio; in each Reorganization, the contractual advisory fee rate of the Acquiring Portfolio is no higher than that of the Acquired Portfolio at any asset level (in Reorganization 1, after giving effect to the amendment of Acquiring Portfolio 1’s fee schedule described above). Although the Portfolios have different subadvisers, the Fund may hire and replace unaffiliated subadvisers without a shareholder vote under its manager-of-managers exemptive order, so differences in the Portfolios’ subadvisory agreements are not differences that would require shareholder approval. Third, all of the Board’s members are independent directors, were elected by the Fund’s shareholders, and will constitute more than a majority of the board of each Acquiring Portfolio. Fourth, the 12b-1 fees charged by each Acquiring Portfolio will be no greater than those charged by the corresponding Acquired Portfolio: Class I shares of all six Portfolios bear no 12b-1 fee. Neither Maryland law nor the Fund’s Articles of Incorporation requires a shareholder vote to reorganize one series of the Fund into another, and each Reorganization satisfies the conditions of Rule 17a-8 under the Investment Company Act of 1940 under which shareholder approval is not required.

Description of the Securities to be Issued

Each Acquiring Portfolio will issue shares of Class I common stock of the Fund, par value $1.00 per share, to the corresponding Acquired Portfolio in connection with its Reorganization. The shares so issued will, when issued, be duly authorized, validly issued, fully paid and non-assessable.

The Fund is a Maryland corporation. Each Portfolio is a separate series of the Fund. Shares of each series are entitled to one vote per share on matters submitted to shareholders, vote separately by series on matters affecting only that series, have no preemptive or conversion rights, are freely transferable, and are entitled to participate ratably in the assets of the series available for distribution on liquidation of that series.

Because shares of each Portfolio are held by separate accounts of ALIC and NSLAC as the record owners, voting rights are exercised in accordance with the voting instructions of Contract owners as described in the applicable variable contract prospectus.

Characteristics of Acquiring Portfolio Shares

The Acquiring Portfolio Shares to be distributed to Acquired Portfolio shareholders will have substantially identical legal characteristics as shares of the corresponding Acquired Portfolio with respect to such matters as voting rights, accessibility, conversion rights and transferability.

Continuation of Shareholder Accounts; Share Certificates

Upon consummation of each Reorganization, the applicable Acquiring Portfolio will establish a position for each shareholder of the corresponding Acquired Portfolio on the books of the Acquiring Portfolio containing the appropriate number of shares of the Acquiring Portfolio to be received in the Reorganization. No certificates for shares of the Acquiring Portfolios will be issued in connection with the Reorganizations.

Information on Shareholders’ Rights

Each Acquired Portfolio and each Acquiring Portfolio is a separate series of the same Maryland corporation, and the rights of shareholders of each are governed by the same Articles of Incorporation and by-laws and by the Maryland General Corporation Law. Accordingly, there are no material differences between the rights of shareholders of an Acquired Portfolio and the rights of shareholders of the corresponding Acquiring Portfolio.

Certain Federal Income Tax Considerations

Each Reorganization is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) Accordingly, no gain or loss is expected to be recognized by the Fund or the insurance company separate accounts that hold shares of the Funds as a direct result of the Reorganization. However, because the Reorganization will cause an Acquired Portfolio’s tax year to end on a date earlier than the last day of its normal tax year, the Reorganizations may accelerate distributions from an Acquired Portfolio to the insurance company separate accounts as shareholders of an Acquired Portfolio. In particular, an Acquired Portfolio will recognize net gains or losses on the sales of any securities (net of any available capital loss carryforwards) in the period ending on the closing date, and, on or before that date, an Acquired Portfolio must declare a dividend paying out any such net gains, together with any other undistributed income or gains, to the insurance company separate accounts as shareholders of an Acquired Portfolio. The insurance company separate accounts and any portfolios of the Fund, as shareholders, and the owners of Contracts, are urged to consult with their own tax advisers as to the specific consequences to them of the Reorganization, including the applicability and effect of any possible state, local, non-U.S. and other tax consequences of the Reorganization. The Acquired Portfolio does not have any capital losses that can be carried forward. It is a condition to each Portfolio’s obligation to complete its Reorganization that the Portfolios will have received a customary opinion of counsel to that effect at closing, based upon representations made by the Fund on behalf of the applicable Acquired Portfolio and Acquiring Portfolio and upon certain assumptions.

Each Portfolio will maintain continuous compliance with the diversification requirements of Section 817(h) of the Code through the closing of each Reorganization.

In addition, assuming that the Contracts qualify for the federal tax-deferred treatment applicable to certain variable insurance products, Contract owners generally should not have any reportable gain or loss for U.S. federal income tax purposes.

An opinion of counsel is not binding on the Internal Revenue Service or the courts. Contract owners should consult the prospectus for their Contract on the federal tax consequences of owning the Contract, and should also consult their own tax advisors as to state and local tax consequences.

Expenses of the Reorganizations and Portfolio Repositioning

The costs of the Reorganizations, including legal, audit, printing and mailing costs, will be borne by the Adviser and not by the Portfolios or their shareholders, whether or not the Reorganizations are completed. Those costs are estimated to be approximately $50,000 in the aggregate.

Portfolio Repositioning. In connection with each Reorganization, each Acquiring Portfolio’s subadviser (and, with respect to Reorganization 3, FIAM LLC) has reviewed the Acquired Portfolio’s holdings and identified those portfolio holdings it expects to retain. Based on holdings as of June 30, 2026, approximately 38% of Acquired Portfolio 1’s holdings (by value), approximately 16% of Acquired Portfolio 2’s holdings and approximately 66% of Acquired Portfolio 3’s holdings are expected to be repositioned. The transaction costs of such repositioning will be borne by the respective Acquired Portfolio and are not reflected in the fee tables or expense examples. See “Certain Federal Income Tax Considerations.”

Interests of the Adviser and Its Affiliates in the Reorganizations

The Adviser is the investment adviser to each Portfolio and will continue to serve as investment adviser to each Combined Portfolio. The Adviser and ALIC are wholly-owned subsidiaries of Constellation Insurance, Inc. ALIC and NSLAC, through their separate accounts, and the AVIP model portfolios managed by the Adviser are the record owners of the Portfolios’ shares; they will receive Acquiring Portfolio shares on the same basis as all other shareholders.

The Adviser’s net advisory fee revenue (after payment of subadvisory fees) is expected to increase as a result of Reorganizations 1 and 3 and to decrease as a result of Reorganization 2. The Adviser also expects modestly lower administrative costs from overseeing three fewer series. The Adviser will bear the costs of the Reorganizations as described above. The Board, including all of the Independent Directors, considered these interests in approving the Reorganizations.

Accounting and Performance Survivor. In each Reorganization, the Acquiring Portfolio will be the accounting and performance survivor.

Information Regarding the Appointment of FIAM LLC (as Subadviser to the AVIP AB Small Cap Portfolio)

Other Information Regarding Change in Subadviser of the Acquiring Portfolio

Background

CINV serves as the investment adviser to Acquiring Portfolio 3. AllianceBernstein L.P. (“AllianceBernstein”) has served as subadviser to the Acquiring Portfolio 3 since May 1, 2021. At meetings held on August 27, 2026 and October 14, 2026, the Board considered and subsequently approved the appointment of FIAM LLC (“FIAM”) as subadviser to Acquiring Portfolio 3 effective close of business December 18, 2026, and approved related changes to the Portfolio’s principal investment strategies. The subadvisory agreement with AllianceBernstein will terminate at close of business December 18, 2026.

The Adviser recommended, and the Board approved, the appointment of a new subadviser based on its regular evaluation of the nature and quality of services, including performance, consistency of investment style, organizational structure, compliance and other factors.

The Fund and the Adviser operate under an exemptive order issued by the Securities and Exchange Commission that permits the Adviser, subject to the Board’s oversight and approval, to select or change

subadvisers not affiliated with the Adviser, enter into new subadvisory agreements and materially amend existing subadvisory agreements without Contract owner approval. Contract owner approval of the appointment of FIAM is therefore not required. This section is furnished in satisfaction of the information requirements applicable under that order.

Board Considerations

In approving the subadvisory agreement with FIAM, the Board, including the independent directors, considered the factors required under Section 15(c) of the Investment Company Act, including: the nature, extent and quality of the services to be provided by FIAM; the investment performance of FIAM and of comparable accounts managed by FIAM; the cost of the services to be provided and the profits to be realized by FIAM and its affiliates from the relationship; the extent to which economies of scale may be realized as the Portfolio grows; and whether fee levels reflect those economies of scale. After consideration of the factors taken as a whole, the Board concluded that changing the subadviser from AllianceBernstein to FIAM was in the best interests of the Portfolio and its shareholders.

Description of the Subadvisory Agreement

Under the subadvisory agreement, FIAM will manage the investment and reinvestment of the Portfolio’s assets, subject to the supervision of the Adviser and the oversight of the Board, and will be responsible for placing orders for the purchase and sale of portfolio securities. The subadvisory fee is paid by the Adviser from its own assets and does not affect the Portfolio’s expenses. The agreement will continue for an initial term of two years and thereafter from year to year, provided that its continuance is approved at least annually in the manner required by the Investment Company Act. The agreement may be terminated at any time, without penalty, by the Board, by the Adviser, or by FIAM 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 (subject to certain conditions), and terminates automatically in the event of its assignment.

Information About the Subadviser

FIAM LLC is registered as an investment adviser with the Securities and Exchange Commission. Its principal address is 900 Salem Street, Smithfield, Rhode Island 02917. FIAM is an indirectly held wholly-owned subsidiary of FMR LLC. As of December 31, 2024, FIAM had approximately $4.7 trillion in discretionary assets under management. FIAM also serves as subadviser to the AVIP Fidelity Institutional AM® Equity Growth Portfolio.

The portfolio managers of the Acquiring Portfolio following the appointment of FIAM will be Anna Lester, George Liu, and Sashi Naik.

Additional Information about the Portfolios

Purchase and Redemption of Portfolio Shares

Shares of each Portfolio are offered only to separate accounts of ALIC and NSLAC and in connection with their variable annuity contracts and variable life insurance policies, and to other portfolios of the Fund in connection with those contracts. You may select portfolios and make transfers among portfolio options as described in your Contract prospectus. The value of your variable benefits will vary with the investment experience of the portfolios you select.

The net asset value of each Portfolio is computed by dividing the total market value of the securities held in that Portfolio, plus any cash or other assets less all liabilities of the Portfolio, by the number of shares outstanding for that Portfolio.

When a determination is made that current market prices are not readily available, a Portfolio values its assets at fair value as determined in good faith in accordance with procedures adopted by the Board. The separate accounts of AuguStar Life and National Security purchase and redeem Portfolio shares at their net asset value next computed, after receipt in good order of a purchase or redemption order, with no sales or redemption charges. The net asset value of each Portfolio’s shares is determined as of 4:00 p.m. Eastern Time on each day the New York Stock Exchange is open for unrestricted trading. However, net asset value may be calculated earlier if trading on that exchange is restricted or as permitted by the SEC. Under normal and stressed circumstances, the Portfolios expect to make payment within one business day following a redemption request, and expect to meet redemption requests by using cash or cash equivalents in the portfolio or by selling portfolio assets to generate cash.

The Fund may suspend the right of redemption or postpone the date of payment beyond seven days during any period when (a) trading on the New York Stock Exchange is restricted, as determined by the SEC, or such Exchange is closed other than for weekends or holidays; (b) an emergency exists, as determined by the SEC, as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (c) the SEC by order so permits for the protection of security holders of the Fund. Each Portfolio may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Frequent Purchases and Redemption of Portfolio Shares

The Fund, ALIC and NSLAC discourage excessive trading and market timing of Portfolio shares within its variable annuity contracts and variable life insurance policies. The policies and procedures adopted by the Board with respect to frequent purchases and redemptions, including the steps that may be taken to restrict or cancel purchase and exchange orders and the factors considered in placing a contract on a monitored list, are described in the Fund’s prospectus dated May 1, 2026 under “Frequent Purchases and Redemptions of Fund Shares,” which is incorporated herein by reference. The policies applicable to each Acquired Portfolio and the corresponding Acquiring Portfolio are identical and will apply to the Combined Portfolio following each Reorganization.

Dividends, Distributions and Taxes

Each Portfolio seeks to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. It is the Fund’s policy to comply with the provisions of the Code regarding distribution of investment income and net realized capital gains so that the Fund will not be subject to federal income tax. Each year the Fund distributes to its shareholders substantially all of its net investment income and net realized capital gains, if any. Dividends and distributions are reinvested in additional Portfolio shares at net asset value without a sales charge.

The tax treatment of payments made from a variable insurance contract is described in the Contract’s prospectus. Generally, Contract owners are not taxed on income or gains realized within their contract until they receive payments from the contract. Income distributions from those contracts are taxed at ordinary income tax rates. Any distributions made to an owner younger than 59½ may also be subject to a 10% penalty tax.

Ask your tax adviser for more information on your tax situation.

Other Service Providers

The Portfolios use the same service providers. State Street Bank and Trust Company is each Portfolio’s accounting agent and custodian. Information about the Fund’s accounting agent and custodian can be found in the Fund’s Statement of Additional Information. The Portfolios pay fees to the accounting agent and also reimburse the accounting agent for out-of-pocket expenses, subject to certain limitations, that are incurred by the accounting agent in performing its duties under its agreement with the Fund.

Payments to Insurance Companies and Other Financial Intermediaries

If you invest in the Fund through an insurance company, broker/dealer, financial representative or other financial intermediary, the Fund and its related companies may pay the financial intermediary for the investment in the Fund and related services. These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend a variable annuity contract or variable life insurance

Financial Highlights

The fiscal year end of the Portfolios is December 31. The Financial Highlights of each Acquired Portfolio and each Acquiring Portfolio are included with this Prospectus/Information Statement at Exhibit D.

The Financial Highlights of the Portfolios are also contained in (i) the Annual Report to shareholders of the Fund relating to the Portfolios for the fiscal year ended December 31, 2025, which have been audited by [KPMG LLP], the Fund’s independent registered public accounting firm, and (ii) the Semi-Annual Report to shareholders of the Fund relating to the Portfolios for the six months ended June 30, 2026, which are unaudited. The Annual Report and Semi-Annual Report, on Form N-CSR and N-CSRS, respectively, which have previously been sent to shareholders, are available on request and without charge by writing to the Fund at One Financial Way, Montgomery, Ohio 45242, and are incorporated by reference into this Prospectus/Information Statement.

General Information

Financial Statements and Experts

The financial statements of the Portfolios for the fiscal year ended December 31, 2025, incorporated by reference into this Prospectus/Information Statement and the Reorganization SAI, have been audited by [KPMG LLP], an independent registered public accounting firm, as stated in their report appearing in the Fund’s Annual Report, and are incorporated by reference in reliance upon that report and upon the authority of that firm as experts in accounting and auditing. The financial statements of the Portfolios for the six-month period ended June 30, 2026 are unaudited.

Legal Matters

Certain legal matters in connection with the shares to be issued in the Reorganizations will be passed upon by Thompson Hine LLP, 41 South High Street, Suite 1700, Columbus, Ohio 43215.

Certain federal income tax matters in connection with the Reorganizations will be passed upon by Thompson Hine LLP, 41 South High Street, Suite 1700, Columbus, Ohio 43215.

Shareholder Proposals

The Fund is not required to hold annual meetings of shareholders and does not intend to hold such meetings. Shareholder proposals for inclusion in proxy materials for any subsequent meeting must be

received by the Fund within a reasonable period of time before the Fund begins to print and mail the proxy materials for that meeting. The timely submission of a proposal does not guarantee its inclusion.

Shareholder Information

As of November 16, 2026, the total number of shares outstanding of each Portfolio was as follows:

The separate accounts of ALIC and NSLAC, and other portfolios of the Fund, are the record owners of all shares of each Portfolio. As of November 16, 2026, the following persons owned of record or beneficially 5% or more of the outstanding shares of any Portfolio:

*The address of each beneficial owner is One Financial Way, Montgomery, Ohio 45242.

As of November 16, 2026, the directors and officers of the Fund as a group owned less than 1% of the outstanding shares of each Portfolio.

Exhibit A

Plan 1

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made as of [__________], 2026, by and between AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., a Maryland corporation, with its principal place of business at One Financial Way, Montgomery, Ohio 45242 (the “Fund”), on behalf of the segregated portfolio of assets (“series”) thereof designated the AVIP Fidelity Institutional AM® Equity Growth Portfolio (the “Acquired Portfolio”), and the Fund, on behalf of the series thereof designated the AVIP BlackRock Advantage Large Cap Growth Portfolio (the “Acquiring Portfolio”); and, solely for purposes of paragraph 6 and paragraph 4.6, CONSTELLATION INVESTMENTS, INC., an Ohio corporation and the investment adviser to the Acquired Portfolio and the Acquiring Portfolio (the “Adviser”). (The Acquired Portfolio and the Acquiring Portfolio are each sometimes referred to herein as a “Portfolio.”) Notwithstanding anything to the contrary contained herein, (1) the agreements, covenants, representations, warranties, actions, and obligations (collectively, “Obligations”) of and by each Portfolio, and of and by the Fund on that Portfolio’s behalf, shall be the Obligations of that Portfolio only, (2) all rights and benefits created hereunder in favor of a Portfolio shall inure to and be enforceable by the Fund, on that Portfolio’s behalf, and (3) in no event shall any other series of the Fund or the assets thereof be held liable with respect to the breach or other default by an obligated Portfolio or the Fund of its Obligations set forth herein.

The Fund wishes to effect a reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (“Code”) (all “section” references are to the Code, unless otherwise noted), and intends this Agreement to be, and adopts it as, a “plan of reorganization” within the meaning of the regulations promulgated under the Code (“Regulations”). The reorganization will consist of (1) the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Portfolio to the Acquiring Portfolio in exchange solely for (a) Class I shares of common stock of the Fund, par value $1.00 per share, representing interests in the Acquiring Portfolio (“Acquiring Portfolio Shares”), as described herein, and (b) the assumption by the Acquiring Portfolio of all liabilities of the Acquired Portfolio, (2) the subsequent distribution of the Acquiring Portfolio Shares (which shall then constitute all of the assets of the Acquired Portfolio) pro rata to the shareholders of the Acquired Portfolio in exchange for their Class I shares of common stock of the Fund representing interests in the Acquired Portfolio (“Acquired Portfolio Shares”) in complete liquidation thereof, and (3) the termination of the Acquired Portfolio as a series of the Fund, all on the terms and conditions set forth herein (all the foregoing transactions being referred to herein collectively as the “Reorganization”).

The Fund’s Board of Directors (the “Board”), including a majority of its members who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”)) of the Fund (“Independent Directors”), (1) has duly adopted and approved this Agreement and the transactions contemplated hereby, (2) has duly authorized performance thereof on each Portfolio’s behalf by all necessary Board action, and (3) has determined, with respect to each of the Acquired Portfolio and the Acquiring Portfolio, that participation in the Reorganization is in the best interests of that Portfolio and that the interests of the existing shareholders of that Portfolio will not be diluted as a result of the Reorganization, as required by Rule 17a-8 under the 1940 Act.

The Reorganization is one of three reorganizations of series of the Fund approved by the Board on August 27, 2026 and October 14, 2026. Each such reorganization is the subject of a separate agreement and plan of reorganization and termination, and the consummation of the Reorganization is not conditioned upon the consummation of either of the other reorganizations.

In consideration of the mutual promises contained herein, the parties agree as follows:

1. PLAN OF REORGANIZATION AND TERMINATION

1.1 Subject to the terms and conditions set forth herein, the Acquired Portfolio shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to the Acquiring Portfolio. In exchange therefor, the Acquiring Portfolio shall:

(a) issue and deliver to the Acquired Portfolio the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the third decimal place) Acquiring Portfolio Shares having an aggregate net asset value (“NAV”) equal to the aggregate NAV of all full and fractional Acquired Portfolio Shares then outstanding; and

(b) assume all of the Acquired Portfolio’s liabilities described in paragraph 1.3 (“Liabilities”).

Those transactions shall take place at the Closing (as defined in paragraph 2.1).

1.2 The Assets shall consist of all assets and property of every kind and nature, including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, and books and records, the Acquired Portfolio owns at the Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses shown as assets on the Acquired Portfolio’s books at that time.

1.3 The Liabilities shall consist of all of the Acquired Portfolio’s liabilities, whether known or unknown, accrued or contingent, debts, obligations, and duties existing at the Effective Time, excluding Reorganization Expenses (as defined in paragraph 3.3(f)) borne by the Adviser pursuant to paragraph 6.

1.4 At the Effective Time (or as soon thereafter as is reasonably practicable), the Acquired Portfolio shall distribute all Acquiring Portfolio Shares it receives pursuant to paragraph 1.1(a) to its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Acquired Portfolio Shares then held of record and in constructive exchange therefor, and shall completely liquidate. That distribution shall be accomplished by the Fund’s transfer agent’s opening accounts on the Acquiring Portfolio’s shareholder records in the Shareholders’ names and transferring those Acquiring Portfolio Shares thereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the number of full and fractional Acquiring Portfolio Shares having an aggregate NAV equal to the aggregate NAV of the Acquired Portfolio Shares that Shareholder holds at the Effective Time. All issued and outstanding Acquired Portfolio Shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Portfolio’s shareholder records. The Fund shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization.

(b) For purposes of the Reorganization, the NAV per share of the Acquiring Portfolio Shares shall be equal to the Acquiring Portfolio’s NAV per Class I share computed as of the Valuation Time, using the valuation procedures described in paragraph 1.5(a).

(c) All computations of value and NAV shall be made by State Street Bank and Trust Company (“State Street”), accounting agent for the Portfolios, in accordance with its regular practice in pricing the shares and assets of each Portfolio.

1.6 Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on the Acquired Portfolio’s shareholder records of the Acquired Portfolio

Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer.

1.7 Any reporting responsibility of the Acquired Portfolio to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated, except that the Acquiring Portfolio shall be responsible for preparing and filing any Form N-PORT, Form N-CEN or Form N-CSR (including the annual or semi-annual report to shareholders) if the fiscal period relating to such form ended prior to the Effective Time but as of the Effective Time such form has not yet been filed.

1.8 After the Effective Time, the Acquired Portfolio shall not conduct any business except in connection with its dissolution and termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, (a) the Acquired Portfolio shall be terminated as a series of the Fund and (b) the Fund shall make all filings and take all other actions in connection therewith necessary and proper to effect the Acquired Portfolio’s complete dissolution, including any filing required under the Maryland General Corporation Law to reclassify or cancel the shares of common stock of the Fund classified as Acquired Portfolio Shares.

2. CLOSING AND EFFECTIVE TIME

2.1 Unless the parties agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of regular trading on the New York Stock Exchange (normally 4:00 p.m., Eastern Time) (the “Valuation Time”) on December 18, 2026, or such other date as the parties may agree (“Closing Date”) (such time on the Closing Date, the “Effective Time”). The Closing shall be held at the offices of the Fund, One Financial Way, Montgomery, Ohio 45242, or at such other place, or by such electronic means, as the parties may agree.

2.2 The Fund shall direct State Street, as custodian of the Acquired Portfolio’s assets, to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to the Acquiring Portfolio at the Effective Time, (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by the Acquired Portfolio to the Acquiring Portfolio, as reflected on the Acquiring Portfolio’s books immediately after the Effective Time, does or will conform to that information on the Acquired Portfolio’s books immediately before the Effective Time.

2.3 The Fund shall direct its transfer agent to deliver at the Closing (a) a Certificate (1) verifying that the Acquired Portfolio’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Acquired Portfolio Shares that each such Shareholder owns at the Effective Time and (2) as to the opening of accounts on the Acquiring Portfolio’s shareholder records in the names of the Shareholders, and (b) a confirmation, or other evidence satisfactory to the Fund, that the Acquiring Portfolio Shares to be credited to the Acquired Portfolio at the Effective Time have been credited to the Acquired Portfolio’s account on those records.

2.4 The Fund shall deliver to the Adviser, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on the Acquired Portfolio’s books at an estimated fair market value provided by an authorized pricing vendor for the Acquired Portfolio.

2.5 At the Closing, the Fund shall deliver, on behalf of each Portfolio, as applicable, (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Fund or its counsel reasonably requests

and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Fund, on the Acquired Portfolio’s behalf, represents and warrants as follows:

(a) The Fund (1) is a corporation that is duly organized, validly existing, and in good standing under the laws of the State of Maryland (“Maryland Law”), and its Articles of Incorporation, as amended and supplemented (the “Articles”), are on file with the State Department of Assessments and Taxation of Maryland, (2) is duly registered under the 1940 Act as an open-end management investment company, and (3) has the power to own all its properties and assets and to carry on its business as described in its current registration statement on Form N-1A;

(b) The Acquired Portfolio is a duly established and designated series of the Fund;

(c) The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of the Board; and this Agreement constitutes a valid and legally binding obligation of the Fund, with respect to the Acquired Portfolio, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) At the Effective Time, the Fund will have good and marketable title to the Assets for the Acquired Portfolio’s benefit and full right, power, and authority to sell, assign, transfer, and deliver the Assets hereunder free of any liens or other encumbrances (except securities that are subject to “securities loans,” as referred to in section 851(b)(2), or that are restricted to resale by their terms); and on delivery and payment for the Assets, the Fund, on the Acquiring Portfolio’s behalf, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including restrictions that might arise under the Securities Act of 1933, as amended (“1933 Act”);

(e) The Fund, with respect to the Acquired Portfolio, is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the Reorganization will not result in, (1) a conflict with or material violation of any provision of Maryland Law, the Articles, or the Fund’s By-Laws, or any agreement, indenture, instrument, contract, lease, or other undertaking (each, an “Undertaking”) to which the Fund, on the Acquired Portfolio’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the Fund, on the Acquired Portfolio’s behalf, is a party or by which it is bound;

(f) At or before the Effective Time, either (1) all material contracts and other commitments of the Acquired Portfolio (other than this Agreement and certain investment contracts, including options, futures, forward contracts, and swap agreements) will terminate, or (2) provision for discharge and/or the Acquiring Portfolio’s assumption of any liabilities of the Acquired Portfolio thereunder will be made, without either Portfolio’s incurring any penalty with respect thereto and without diminishing or releasing any rights the Fund may have had with respect to actions taken or omitted or to be taken by any other party thereto before the Closing;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Fund’s knowledge, threatened against the Fund, with respect to the Acquired Portfolio or any of its properties or assets attributable or allocable to the Acquired Portfolio, that, if adversely determined, would materially and adversely affect the Acquired Portfolio’s financial condition or the conduct of its business; and the Fund, on

the Acquired Portfolio’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the Acquired Portfolio’s business or the Fund’s ability to consummate the transactions contemplated hereby;

(h) The (1) annual report of the Fund for the fiscal year ended December 31, 2025, and the audited financial statements appearing therein, having been audited by KPMG LLP, independent registered public accounting firm, and (2) semi-annual report of the Fund for the six months ended June 30, 2026, in each case fairly present the financial condition and results of operations of the Acquired Portfolio as of the dates indicated, in conformity with accounting principles generally accepted in the United States applied on a consistent basis;

(i) Since June 30, 2026, there has not been any material adverse change in the Acquired Portfolio’s financial condition, assets, liabilities, or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Portfolio of indebtedness maturing more than one year from the date that indebtedness was incurred; for purposes of this subparagraph, a decline in NAV per Acquired Portfolio Share due to declines in market values of securities the Acquired Portfolio holds, the discharge of Acquired Portfolio liabilities, or the redemption of Acquired Portfolio Shares by its shareholders (including redemptions resulting from reallocations by other series of the Fund) shall not constitute a material adverse change;

(j) All federal and other tax returns, dividend reporting forms, and other tax-related reports (collectively, “Returns”) of the Acquired Portfolio required by law to have been filed by the Effective Time (including any properly and timely filed extensions of time to file) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on those Returns shall have been paid or provision shall have been made for the payment thereof; to the best of the Fund’s knowledge, no such Return is currently under audit and no assessment has been asserted with respect to those Returns; and the Acquired Portfolio is in compliance in all material respects with all applicable Regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares and to withholding in respect thereof and is not liable for any material penalties that could be imposed thereunder;

(k) The Acquired Portfolio is classified as an association that is taxable as a corporation for federal tax purposes; the Acquired Portfolio is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)); for each taxable year of its operation (including the taxable year ending at the Effective Time), the Acquired Portfolio has met (and for that year will meet) the requirements of Part I of Subchapter M of Chapter 1 of Subtitle A of the Code (“Subchapter M”) for qualification as a regulated investment company (“RIC”) and has been (and for that year will be) eligible to and has computed (and for that year will compute) its federal income tax under section 852; the Acquired Portfolio has not at any time since its inception been liable for, and is not now liable for, any material income or excise tax pursuant to sections 852 or 4982; and the Acquired Portfolio has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it;

(l) The Acquired Portfolio has at all times complied with the diversification requirements of section 817(h) and the Regulations thereunder;

(m) All issued and outstanding Acquired Portfolio Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Fund and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; all issued and outstanding Acquired Portfolio Shares will, at the Effective Time, be held by the persons and in the

amounts set forth on the Acquired Portfolio’s shareholder records, as provided in paragraph 2.3; and the Acquired Portfolio does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquired Portfolio Shares, nor are there outstanding any securities convertible into any Acquired Portfolio Shares;

(n) The Acquired Portfolio incurred the Liabilities, which are associated with the Assets, in the ordinary course of its business;

(o) The Acquired Portfolio is not under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A));

(p) Not more than 25% of the value of the Acquired Portfolio’s total assets (excluding cash, cash items, and Government securities) is invested in the stock and securities of any one issuer, and not more than 50% of the value of those assets is invested in the stock and securities of five or fewer issuers;

(q) The Acquired Portfolio’s current prospectus and statement of additional information (1) conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and (2) at the date on which they were issued did not contain, and as supplemented by any supplement thereto dated prior to or at the Effective Time do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(r) The information to be furnished by the Fund for use in no-action letters, applications for orders, registration statements, proxy or information statement materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including the Financial Industry Regulatory Authority, Inc. (“FINRA”)) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and the N-14 (as defined in paragraph 3.3(a)) will, at the Effective Time, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(s) The Articles permit the Fund to vary its shareholders’ investment; the Fund does not have a fixed pool of assets; and each series thereof (including the Acquired Portfolio) is a managed portfolio of securities, and the Adviser (directly or through a subadviser) has the authority to buy and sell securities for the Acquired Portfolio;

(t) The Acquired Portfolio’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in its prospectus and statement of additional information, except as previously disclosed in writing to the Board;

(u) The Acquiring Portfolio Shares to be delivered hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof;

(v) To the best of the knowledge of the Acquired Portfolio’s management, (i) there is no plan or intention by Acquired Portfolio shareholders to sell, exchange, redeem, or otherwise dispose of a number of Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Portfolio shareholders’ ownership of Acquired Portfolio Shares (or equivalent Acquiring Portfolio Shares) to a number of shares that was less than 50 percent of the number of Acquired Portfolio Shares outstanding prior to the Closing; and (ii) there is no plan or intention by any shareholder owning

5% or more of the Acquired Portfolio Shares to sell, exchange, redeem, or otherwise dispose of any Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization;

(w) During the five-year period ending on the Closing Date, neither the Acquired Portfolio nor any person related (as defined in section 1.368-1(e)(4) of the Regulations without regard to section 1.368-1(e)(4)(i)) to the Acquired Portfolio will have (i) acquired Acquired Portfolio Shares with consideration other than Acquiring Portfolio Shares or Acquired Portfolio Shares, except in the ordinary course of the Acquired Portfolio’s business as an open-end investment company pursuant to section 22(e) of the 1940 Act; or (ii) made distributions with respect to Acquired Portfolio Shares except for (A) normal, regular dividend distributions made pursuant to the historic dividend paying practice of the Acquired Portfolio, and (B) distributions and dividends declared and paid in order to ensure the Acquired Portfolio’s continuing qualification as a RIC and to avoid the imposition of fund-level tax; and

(x) There is no intercorporate indebtedness existing between the Acquiring Portfolio and the Acquired Portfolio that was issued, acquired, or will be settled at a discount.

3.2 The Fund, on the Acquiring Portfolio’s behalf, represents and warrants as follows:

(a) The Fund (1) is a corporation that is duly organized, validly existing, and in good standing under Maryland Law, and the Articles are on file with the State Department of Assessments and Taxation of Maryland, (2) is duly registered under the 1940 Act as an open-end management investment company, and (3) has the power to own all its properties and assets and to carry on its business as described in its current registration statement on Form N-1A;

(b) The Acquiring Portfolio is a duly established and designated series of the Fund;

(c) The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of the Board; and this Agreement constitutes a valid and legally binding obligation of the Fund, with respect to the Acquiring Portfolio, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) All issued and outstanding Acquiring Portfolio Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Fund and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; and the Acquiring Portfolio does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Portfolio Shares, nor are there outstanding any securities convertible into any Acquiring Portfolio Shares. All of the Acquiring Portfolio Shares to be issued and delivered to the Fund, for the account of the Acquired Portfolio shareholders, pursuant to this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly and legally issued Acquiring Portfolio Shares and be fully paid and non-assessable by the Fund; and the Fund has, and at the Effective Time will have, a sufficient number of authorized but unissued shares of common stock classified as Class I shares of the Acquiring Portfolio to effect the issuance contemplated by paragraph 1.1(a);

(e) No consideration other than Acquiring Portfolio Shares (and the Acquiring Portfolio’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization;

(f) The Fund, with respect to the Acquiring Portfolio, is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the Reorganization will not

result in, (1) a conflict with or material violation of any provision of Maryland Law, the Articles, the Fund’s By-Laws, or any Undertaking to which the Fund, on the Acquiring Portfolio’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the Fund, on the Acquiring Portfolio’s behalf, is a party or by which it is bound;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Fund’s knowledge, threatened against the Fund, with respect to the Acquiring Portfolio or any of its properties or assets attributable or allocable to the Acquiring Portfolio, that, if adversely determined, would materially and adversely affect the Acquiring Portfolio’s financial condition or the conduct of its business; and the Fund, on the Acquiring Portfolio’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the Acquiring Portfolio’s business or the Fund’s ability to consummate the transactions contemplated hereby;

(h) The Acquiring Portfolio is (and will be) classified as an association that is taxable as a corporation for federal tax purposes; the Acquiring Portfolio is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)) and has not taken and will not take any steps inconsistent with its qualification as such or its qualification and eligibility for treatment as a RIC under sections 851 and 852; for each taxable year of its operation (including its current taxable year), the Acquiring Portfolio has met (and for the taxable year in which the Reorganization occurs will meet) the requirements of Part I of Subchapter M for qualification as a RIC and will be eligible to and will compute its federal income tax under section 852 for its taxable year in which the Reorganization occurs; and the Acquiring Portfolio intends to continue to meet all those requirements, and to be eligible to and to so compute its federal income tax, for the next taxable year;

(i) The Acquiring Portfolio has at all times complied, and immediately after the Reorganization will comply, with the diversification requirements of section 817(h) and the Regulations thereunder;

(j) Assuming the truthfulness and correctness of the Fund’s representation and warranty in paragraph 3.1(p), immediately after the Reorganization (1) not more than 25% of the value of the Acquiring Portfolio’s total assets (excluding cash, cash items, and Government securities) will be invested in the stock and securities of any one issuer and (2) not more than 50% of the value of those assets will be invested in the stock and securities of five or fewer issuers;

(k) There is no plan or intention for the Acquiring Portfolio to be dissolved or merged into another corporation or statutory or business trust or any “fund” thereof (as defined in section 851(g)(2)) following the Reorganization;

(l) Immediately after the Effective Time, the Acquiring Portfolio will not be under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A));

(m) The information to be furnished by the Fund for use in no-action letters, applications for orders, registration statements, proxy or information statement materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and the N-14 will, at the Effective Time, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading;

(n) The Articles permit the Fund to vary its shareholders’ investment; the Fund will not have a fixed pool of assets; and each series thereof (including the Acquiring Portfolio) will be a managed portfolio of securities, and the Adviser (directly or through a subadviser) has the authority to buy and sell securities for the Acquiring Portfolio;

(o) To the best of the knowledge of the Acquiring Portfolio’s management, (i) there is no plan or intention by Acquired Portfolio shareholders to sell, exchange, redeem, or otherwise dispose of a number of Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Portfolio shareholders’ ownership of Acquired Portfolio Shares (or equivalent Acquiring Portfolio Shares) to a number of shares that was less than 50 percent of the number of Acquired Portfolio Shares outstanding prior to the Closing; and (ii) there is no plan or intention by any shareholder owning 5% or more of the Acquired Portfolio Shares to sell, exchange, redeem, or otherwise dispose of any Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization;

(p) There is no plan or intention for the Acquiring Portfolio or any person related (as defined in section 1.368-1(e)(4) of the Regulations) to the Acquiring Portfolio to acquire or redeem any of the Acquiring Portfolio Shares issued in the Reorganization, either directly or through any transaction, agreement, or arrangement with any other person, other than redemptions by the Acquiring Portfolio in the ordinary course of its business as an open-end investment company pursuant to section 22(e) of the 1940 Act; and

(q) There is no intercorporate indebtedness existing between the Acquiring Portfolio and the Acquired Portfolio that was issued, acquired, or will be settled at a discount.

3.3 The Fund, on behalf of the Acquired Portfolio and on behalf of the Acquiring Portfolio, respectively, hereby further represents, warrants and covenants as follows:

(a) No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, or state securities laws, and no consents, approvals, authorizations, or orders of any court are required, for its execution or performance of this Agreement on either Portfolio’s behalf, except for (1) the Fund’s filing with the Commission of a registration statement on Form N-14 relating to the Acquiring Portfolio Shares issuable hereunder, and any supplement or amendment thereto, including therein a combined prospectus and information statement (“N-14”), and (2) consents, approvals, authorizations, and filings that have been made or received or may be required after the Effective Time;

(b) The fair market value of the Acquiring Portfolio Shares each Shareholder receives will be equal to the fair market value of its Acquired Portfolio Shares it actually or constructively surrenders in exchange therefor;

(c) The Shareholders will pay their own expenses (such as fees of personal investment or tax advisers for advice regarding the Reorganization), if any, incurred in connection with the Reorganization;

(d) The fair market value of the Assets will equal or exceed the Liabilities to be assumed by the Acquiring Portfolio and those to which the Assets are subject;

(e) None of the compensation received by any Shareholder who or that is an employee of or service provider to the Acquired Portfolio will be separate consideration for, or allocable to, any of the

Acquired Portfolio Shares that Shareholder holds; none of the Acquiring Portfolio Shares any such Shareholder receives will be separate consideration for, or allocable to, any employment agreement, investment advisory agreement, or other service agreement; and the compensation paid to any such Shareholder will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm’s-length for similar services; and

(f) No expenses incurred by the Acquired Portfolio or on its behalf in connection with the Reorganization will be paid or assumed by the Acquiring Portfolio, the Adviser, or any other third party unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) (“Reorganization Expenses”), and no cash or property other than Acquiring Portfolio Shares will be transferred to the Acquired Portfolio or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof.

4. COVENANTS

4.1 The Fund covenants to take all action necessary to obtain approval of the transactions contemplated hereby.

4.2 The Fund covenants to prepare the N-14 in compliance with applicable federal and state securities laws and to cause the N-14 to be filed with the Commission and to become effective under the 1933 Act before the Closing.

4.3 The Fund covenants that it will, from time to time, as and when requested, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will take or cause to be taken any further action(s), it deems necessary or desirable in order to vest in, and confirm to, (a) the Fund, on the Acquiring Portfolio’s behalf, title to and possession of all the Assets, and (b) the Fund, on the Acquired Portfolio’s behalf, title to and possession of the Acquiring Portfolio Shares to be delivered hereunder, and otherwise to carry out the intent and purpose hereof.

4.4 The Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and applicable state securities laws it deems appropriate to commence and continue the Acquiring Portfolio’s operations after the Effective Time.

4.5 Subject to this Agreement, the Fund covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate the transactions contemplated hereby.

4.6 The Fund and the Adviser covenant that, at or before the Effective Time, they will execute an amendment to the Investment Advisory Agreement between the Fund and the Adviser, effective as of the Effective Time, providing that the advisory fee payable by the Acquiring Portfolio shall be computed at the annual rate of 0.66% of the Acquiring Portfolio’s average daily net assets on the first $100 million of such net assets, 0.65% on the next $400 million of such net assets and 0.64% on such net assets in excess of $500 million, as approved by the Board on August 27, 2026 and October 14, 2026.

5. CONDITIONS PRECEDENT

Each Portfolio’s obligations hereunder shall be subject to (a) performance by the other Portfolio of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties on behalf of the other Portfolio contained herein being true and correct in all material respects at the date hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time:

5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the Board, on behalf of each Portfolio;

5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Fund to carry out the transactions contemplated hereby. The N-14 shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to the Fund’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act. The Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) the Fund deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Portfolio’s assets or properties;

5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to the Fund’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby;

5.4 Prior to the Closing, the Acquired Portfolio shall have declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Portfolio’s Shareholders all of the Acquired Portfolio’s investment company taxable income for all taxable periods ending at the Effective Time (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending at the Effective Time (after reduction for any capital loss carryforward);

5.5 The Fund shall have received an opinion of Thompson Hine LLP, dated the Closing Date and addressed to the Fund on behalf of each Portfolio, in form and substance reasonably satisfactory to the Fund, as to the federal income tax consequences of the Reorganization described in the N-14 under the caption “Certain Federal Income Tax Considerations,” including that the Reorganization should qualify as a “reorganization” within the meaning of section 368(a) and that each Portfolio should be “a party to a reorganization” within the meaning of section 368(b). Such opinion shall be based on customary assumptions and on representations made by the Fund on behalf of each Portfolio in certificates delivered to Thompson Hine LLP;

5.6 The amendment to the Investment Advisory Agreement described in paragraph 4.6 shall have been duly executed and shall be in full force and effect as of the Effective Time; and

5.7 At any time before the Closing, the Fund may waive any of the foregoing conditions (except those set forth in paragraphs 5.1, 5.2, 5.4 and 5.5) if, in the judgment of the Board, that waiver will not have a material adverse effect on the applicable Portfolio’s shareholders’ interests.

6. EXPENSES

Subject to complying with the representation and warranty contained in paragraph 3.3(f), the Adviser shall bear the entirety of the total Reorganization Expenses, whether or not the Reorganization is consummated. The Reorganization Expenses include (1) costs associated with preparing and filing the N-14 and any prospectus or statement of additional information supplements relating to the Reorganization, and printing and distributing the N-14 to Shareholders and to owners of variable annuity contracts and variable life insurance policies having contract value allocated to the Acquired Portfolio, (2) legal, accounting and

auditing fees, (3) transfer taxes for foreign securities, and (4) any and all incremental state securities law fees. The Reorganization Expenses do not include brokerage commissions, other portfolio transaction costs, or taxes incurred by either Portfolio in connection with the purchase or sale of portfolio securities, whether or not in anticipation of or in connection with the Reorganization, which shall be borne by the Portfolio incurring them. Notwithstanding the foregoing, expenses shall be paid by the Portfolio directly incurring them if and to the extent that the payment thereof by another person would result in that Portfolio’s disqualification as a RIC.

7. ENTIRE AGREEMENT; NO SURVIVAL

The Fund, on behalf of each Portfolio, and the Adviser have not made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement among them with respect to the Reorganization. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing, except that the obligations of the Adviser under paragraph 6 and the acknowledgments in paragraph 4.6 shall survive.

8. TERMINATION

This Agreement may be terminated at any time at or before the Closing by resolution of the Board, on behalf of either Portfolio, if circumstances should develop that, in the opinion of the Board, make proceeding with the Agreement inadvisable with respect to that Portfolio, or by an officer of the Fund authorized by the Board to make such determination. Any such termination will be effective when made. The termination of this Agreement shall not affect the rights and obligations of any party in respect of any breach of this Agreement occurring prior to such termination, and shall not affect any other agreement and plan of reorganization and termination relating to any other series of the Fund.

9. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of the Fund, on behalf of each Portfolio, and, to the extent an amendment affects paragraph 6 or paragraph 4.6, the Adviser; provided that no amendment shall be made following the mailing of the N-14 to Shareholders that would have a material adverse effect on the Shareholders’ interests without such further approval as counsel to the Fund determines to be required.

10. SEVERABILITY

Any term or provision hereof that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.

11. MISCELLANEOUS

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of laws; provided that, in the case of any conflict between that law and the federal securities laws, the latter shall govern.

11.2 Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than the Fund, on the Acquiring Portfolio’s behalf, the Fund, on the Acquired Portfolio’s behalf, the Adviser, and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

11.3 Notice is hereby given that this instrument is executed and delivered on behalf of the Fund’s directors solely in their capacities as directors, and not individually, and that the Fund’s obligations under this

instrument are not binding on or enforceable against any of its directors, officers, shareholders, or series other than the applicable Portfolio but are only binding on and enforceable against its property attributable to and held for the benefit of such applicable Portfolio (“Portfolio’s Property”) and not the Fund’s property attributable to and held for the benefit of any other series thereof. The Fund, in asserting any rights or claims under this Agreement on its or a Portfolio’s behalf, shall look only to the corresponding Portfolio’s Property in settlement of those rights or claims and not to the property of any other series of the Fund or to those directors, officers, or shareholders.

11.4 This Agreement may be executed in one or more counterparts (including by electronic signature), all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by the Fund, on behalf of each Portfolio, and by the Adviser. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officer as of the day and year first written above.

AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., on behalf of the AVIP Fidelity Institutional AM® Equity Growth Portfolio

By: ______________________________

Name: Thomas G. Mooney

Title: President

AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., on behalf of the AVIP BlackRock Advantage Large Cap Growth Portfolio

By: ______________________________

Name: Thomas G. Mooney

Title: President

CONSTELLATION INVESTMENTS, INC., solely for purposes of paragraph 6 and paragraph 4.6

By: ______________________________

Name: Sachin Jain

Title:   Chief Investment Officer & President

Exhibit B

Plan 2

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made as of [__________], 2026, by and between AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., a Maryland corporation, with its principal place of business at One Financial Way, Montgomery, Ohio 45242 (the “Fund”), on behalf of the segregated portfolio of assets (“series”) thereof designated the AVIP AB Relative Value Portfolio (the “Acquired Portfolio”), and the Fund, on behalf of the series thereof designated the AVIP S&P 500® Index Portfolio (the “Acquiring Portfolio”); and, solely for purposes of paragraph 6, CONSTELLATION INVESTMENTS, INC., an Ohio corporation and the investment adviser to the Acquired Portfolio and the Acquiring Portfolio (the “Adviser”). (The Acquired Portfolio and the Acquiring Portfolio are each sometimes referred to herein as a “Portfolio.”) Notwithstanding anything to the contrary contained herein, (1) the agreements, covenants, representations, warranties, actions, and obligations (collectively, “Obligations”) of and by each Portfolio, and of and by the Fund on that Portfolio’s behalf, shall be the Obligations of that Portfolio only, (2) all rights and benefits created hereunder in favor of a Portfolio shall inure to and be enforceable by the Fund, on that Portfolio’s behalf, and (3) in no event shall any other series of the Fund or the assets thereof be held liable with respect to the breach or other default by an obligated Portfolio or the Fund of its Obligations set forth herein.

The Fund wishes to effect a reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (“Code”) (all “section” references are to the Code, unless otherwise noted), and intends this Agreement to be, and adopts it as, a “plan of reorganization” within the meaning of the regulations promulgated under the Code (“Regulations”). The reorganization will consist of (1) the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Portfolio to the Acquiring Portfolio in exchange solely for (a) Class I shares of common stock of the Fund, par value $1.00 per share, representing interests in the Acquiring Portfolio (“Acquiring Portfolio Shares”), as described herein, and (b) the assumption by the Acquiring Portfolio of all liabilities of the Acquired Portfolio, (2) the subsequent distribution of the Acquiring Portfolio Shares (which shall then constitute all of the assets of the Acquired Portfolio) pro rata to the shareholders of the Acquired Portfolio in exchange for their Class I shares of common stock of the Fund representing interests in the Acquired Portfolio (“Acquired Portfolio Shares”) in complete liquidation thereof, and (3) the termination of the Acquired Portfolio as a series of the Fund, all on the terms and conditions set forth herein (all the foregoing transactions being referred to herein collectively as the “Reorganization”).

The Fund’s Board of Directors (the “Board”), including a majority of its members who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”)) of the Fund (“Independent Directors”), (1) has duly adopted and approved this Agreement and the transactions contemplated hereby, (2) has duly authorized performance thereof on each Portfolio’s behalf by all necessary Board action, and (3) has determined, with respect to each of the Acquired Portfolio and the Acquiring Portfolio, that participation in the Reorganization is in the best interests of that Portfolio and that the interests of the existing shareholders of that Portfolio will not be diluted as a result of the Reorganization, as required by Rule 17a-8 under the 1940 Act.

The Reorganization is one of three reorganizations of series of the Fund approved by the Board on August 27, 2026 and October 14, 2026. Each such reorganization is the subject of a separate agreement and plan of reorganization and termination, and the consummation of the Reorganization is not conditioned upon the consummation of either of the other reorganizations.

In consideration of the mutual promises contained herein, the parties agree as follows:

1. PLAN OF REORGANIZATION AND TERMINATION

1.1 Subject to the terms and conditions set forth herein, the Acquired Portfolio shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to the Acquiring Portfolio. In exchange therefor, the Acquiring Portfolio shall:

(a) issue and deliver to the Acquired Portfolio the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the third decimal place) Acquiring Portfolio Shares having an aggregate net asset value (“NAV”) equal to the aggregate NAV of all full and fractional Acquired Portfolio Shares then outstanding; and

(b) assume all of the Acquired Portfolio’s liabilities described in paragraph 1.3 (“Liabilities”).

Those transactions shall take place at the Closing (as defined in paragraph 2.1).

1.2 The Assets shall consist of all assets and property of every kind and nature, including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, and books and records, the Acquired Portfolio owns at the Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses shown as assets on the Acquired Portfolio’s books at that time.

1.3 The Liabilities shall consist of all of the Acquired Portfolio’s liabilities, whether known or unknown, accrued or contingent, debts, obligations, and duties existing at the Effective Time, excluding Reorganization Expenses (as defined in paragraph 3.3(f)) borne by the Adviser pursuant to paragraph 6.

1.4 At the Effective Time (or as soon thereafter as is reasonably practicable), the Acquired Portfolio shall distribute all Acquiring Portfolio Shares it receives pursuant to paragraph 1.1(a) to its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Acquired Portfolio Shares then held of record and in constructive exchange therefor, and shall completely liquidate. That distribution shall be accomplished by the Fund’s transfer agent’s opening accounts on the Acquiring Portfolio’s shareholder records in the Shareholders’ names and transferring those Acquiring Portfolio Shares thereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the number of full and fractional Acquiring Portfolio Shares having an aggregate NAV equal to the aggregate NAV of the Acquired Portfolio Shares that Shareholder holds at the Effective Time. All issued and outstanding Acquired Portfolio Shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Portfolio’s shareholder records. The Fund shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization.

1.5 (a) The value of the Acquired Portfolio’s net assets (the Assets to be acquired by the Acquiring Portfolio hereunder, net of the Liabilities assumed by the Acquiring Portfolio) shall be the value of such net assets computed as of the Valuation Time (as defined in paragraph 2.1), using the valuation procedures adopted by the Board pursuant to Rule 2a-5 under the 1940 Act and described in the Fund’s then-current prospectus and statement of additional information, or such other valuation procedures as may be mutually agreed upon by the parties.

(b) For purposes of the Reorganization, the NAV per share of the Acquiring Portfolio Shares shall be equal to the Acquiring Portfolio’s NAV per Class I share computed as of the Valuation Time, using the valuation procedures described in paragraph 1.5(a).

(c) All computations of value and NAV shall be made by State Street Bank and Trust Company (“State Street”), accounting agent for the Portfolios, in accordance with its regular practice in pricing the shares and assets of each Portfolio.

1.6 Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on the Acquired Portfolio’s shareholder records of the Acquired Portfolio

Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer.

1.7 Any reporting responsibility of the Acquired Portfolio to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated, except that the Acquiring Portfolio shall be responsible for preparing and filing any Form N-PORT, Form N-CEN or Form N-CSR (including the annual or semi-annual report to shareholders) if the fiscal period relating to such form ended prior to the Effective Time but as of the Effective Time such form has not yet been filed.

1.8 After the Effective Time, the Acquired Portfolio shall not conduct any business except in connection with its dissolution and termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, (a) the Acquired Portfolio shall be terminated as a series of the Fund and (b) the Fund shall make all filings and take all other actions in connection therewith necessary and proper to effect the Acquired Portfolio’s complete dissolution, including any filing required under the Maryland General Corporation Law to reclassify or cancel the shares of common stock of the Fund classified as Acquired Portfolio Shares.

2. CLOSING AND EFFECTIVE TIME

2.1 Unless the parties agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of regular trading on the New York Stock Exchange (normally 4:00 p.m., Eastern Time) (the “Valuation Time”) on December 18, 2026, or such other date as the parties may agree (“Closing Date”) (such time on the Closing Date, the “Effective Time”). The Closing shall be held at the offices of the Fund, One Financial Way, Montgomery, Ohio 45242, or at such other place, or by such electronic means, as the parties may agree.

2.2 The Fund shall direct State Street, as custodian of the Acquired Portfolio’s assets, to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to the Acquiring Portfolio at the Effective Time, (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by the Acquired Portfolio to the Acquiring Portfolio, as reflected on the Acquiring Portfolio’s books immediately after the Effective Time, does or will conform to that information on the Acquired Portfolio’s books immediately before the Effective Time.

2.3 The Fund shall direct its transfer agent to deliver at the Closing (a) a Certificate (1) verifying that the Acquired Portfolio’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Acquired Portfolio Shares that each such Shareholder owns at the Effective Time and (2) as to the opening of accounts on the Acquiring Portfolio’s shareholder records in the names of the Shareholders, and (b) a confirmation, or other evidence satisfactory to the Fund, that the Acquiring Portfolio Shares to be credited to the Acquired Portfolio at the Effective Time have been credited to the Acquired Portfolio’s account on those records.

2.4 The Fund shall deliver to the Adviser, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on the Acquired Portfolio’s books at an estimated fair market value provided by an authorized pricing vendor for the Acquired Portfolio.

2.5 At the Closing, the Fund shall deliver, on behalf of each Portfolio, as applicable, (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Fund or its counsel reasonably requests

and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Fund, on the Acquired Portfolio’s behalf, represents and warrants as follows:

(a) The Fund (1) is a corporation that is duly organized, validly existing, and in good standing under the laws of the State of Maryland (“Maryland Law”), and its Articles of Incorporation, as amended and supplemented (the “Articles”), are on file with the State Department of Assessments and Taxation of Maryland, (2) is duly registered under the 1940 Act as an open-end management investment company, and (3) has the power to own all its properties and assets and to carry on its business as described in its current registration statement on Form N-1A;

(b) The Acquired Portfolio is a duly established and designated series of the Fund;

(c) The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of the Board; and this Agreement constitutes a valid and legally binding obligation of the Fund, with respect to the Acquired Portfolio, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) At the Effective Time, the Fund will have good and marketable title to the Assets for the Acquired Portfolio’s benefit and full right, power, and authority to sell, assign, transfer, and deliver the Assets hereunder free of any liens or other encumbrances (except securities that are subject to “securities loans,” as referred to in section 851(b)(2), or that are restricted to resale by their terms); and on delivery and payment for the Assets, the Fund, on the Acquiring Portfolio’s behalf, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including restrictions that might arise under the Securities Act of 1933, as amended (“1933 Act”);

(e) The Fund, with respect to the Acquired Portfolio, is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the Reorganization will not result in, (1) a conflict with or material violation of any provision of Maryland Law, the Articles, or the Fund’s By-Laws, or any agreement, indenture, instrument, contract, lease, or other undertaking (each, an “Undertaking”) to which the Fund, on the Acquired Portfolio’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the Fund, on the Acquired Portfolio’s behalf, is a party or by which it is bound;

(f) At or before the Effective Time, either (1) all material contracts and other commitments of the Acquired Portfolio (other than this Agreement and certain investment contracts, including options, futures, forward contracts, and swap agreements) will terminate, or (2) provision for discharge and/or the Acquiring Portfolio’s assumption of any liabilities of the Acquired Portfolio thereunder will be made, without either Portfolio’s incurring any penalty with respect thereto and without diminishing or releasing any rights the Fund may have had with respect to actions taken or omitted or to be taken by any other party thereto before the Closing;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Fund’s knowledge, threatened against the Fund, with respect to the Acquired Portfolio or any of its properties or assets attributable or allocable to the Acquired Portfolio, that, if adversely determined, would materially and adversely affect the Acquired Portfolio’s financial condition or the conduct of its business; and the Fund, on

the Acquired Portfolio’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the Acquired Portfolio’s business or the Fund’s ability to consummate the transactions contemplated hereby;

(h) The (1) annual report of the Fund for the fiscal year ended December 31, 2025, and the audited financial statements appearing therein, having been audited by KPMG LLP, independent registered public accounting firm, and (2) semi-annual report of the Fund for the six months ended June 30, 2026, in each case fairly present the financial condition and results of operations of the Acquired Portfolio as of the dates indicated, in conformity with accounting principles generally accepted in the United States applied on a consistent basis;

(i) Since June 30, 2026, there has not been any material adverse change in the Acquired Portfolio’s financial condition, assets, liabilities, or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Portfolio of indebtedness maturing more than one year from the date that indebtedness was incurred; for purposes of this subparagraph, a decline in NAV per Acquired Portfolio Share due to declines in market values of securities the Acquired Portfolio holds, the discharge of Acquired Portfolio liabilities, or the redemption of Acquired Portfolio Shares by its shareholders (including redemptions resulting from reallocations by other series of the Fund) shall not constitute a material adverse change;

(j) All federal and other tax returns, dividend reporting forms, and other tax-related reports (collectively, “Returns”) of the Acquired Portfolio required by law to have been filed by the Effective Time (including any properly and timely filed extensions of time to file) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on those Returns shall have been paid or provision shall have been made for the payment thereof; to the best of the Fund’s knowledge, no such Return is currently under audit and no assessment has been asserted with respect to those Returns; and the Acquired Portfolio is in compliance in all material respects with all applicable Regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares and to withholding in respect thereof and is not liable for any material penalties that could be imposed thereunder;

(k) The Acquired Portfolio is classified as an association that is taxable as a corporation for federal tax purposes; the Acquired Portfolio is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)); for each taxable year of its operation (including the taxable year ending at the Effective Time), the Acquired Portfolio has met (and for that year will meet) the requirements of Part I of Subchapter M of Chapter 1 of Subtitle A of the Code (“Subchapter M”) for qualification as a regulated investment company (“RIC”) and has been (and for that year will be) eligible to and has computed (and for that year will compute) its federal income tax under section 852; the Acquired Portfolio has not at any time since its inception been liable for, and is not now liable for, any material income or excise tax pursuant to sections 852 or 4982; and the Acquired Portfolio has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it;

(l) The Acquired Portfolio has at all times complied with the diversification requirements of section 817(h) and the Regulations thereunder;

(m) All issued and outstanding Acquired Portfolio Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Fund and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; all issued and outstanding Acquired Portfolio Shares will, at the Effective Time, be held by the persons and in the

amounts set forth on the Acquired Portfolio’s shareholder records, as provided in paragraph 2.3; and the Acquired Portfolio does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquired Portfolio Shares, nor are there outstanding any securities convertible into any Acquired Portfolio Shares;

(n) The Acquired Portfolio incurred the Liabilities, which are associated with the Assets, in the ordinary course of its business;

(o) The Acquired Portfolio is not under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A));

(p) Not more than 25% of the value of the Acquired Portfolio’s total assets (excluding cash, cash items, and Government securities) is invested in the stock and securities of any one issuer, and not more than 50% of the value of those assets is invested in the stock and securities of five or fewer issuers;

(q) The Acquired Portfolio’s current prospectus and statement of additional information (1) conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and (2) at the date on which they were issued did not contain, and as supplemented by any supplement thereto dated prior to or at the Effective Time do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(r) The information to be furnished by the Fund for use in no-action letters, applications for orders, registration statements, proxy or information statement materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including the Financial Industry Regulatory Authority, Inc. (“FINRA”)) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and the N-14 (as defined in paragraph 3.3(a)) will, at the Effective Time, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(s) The Articles permit the Fund to vary its shareholders’ investment; the Fund does not have a fixed pool of assets; and each series thereof (including the Acquired Portfolio) is a managed portfolio of securities, and the Adviser (directly or through a subadviser) has the authority to buy and sell securities for the Acquired Portfolio;

(t) The Acquired Portfolio’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in its prospectus and statement of additional information, except as previously disclosed in writing to the Board;

(u) The Acquiring Portfolio Shares to be delivered hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof;

(v) To the best of the knowledge of the Acquired Portfolio’s management, (i) there is no plan or intention by Acquired Portfolio shareholders to sell, exchange, redeem, or otherwise dispose of a number of Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Portfolio shareholders’ ownership of Acquired Portfolio Shares (or equivalent Acquiring Portfolio Shares) to a number of shares that was less than 50 percent of the number of Acquired Portfolio Shares outstanding prior to the Closing; and (ii) there is no plan or intention by any shareholder owning

5% or more of the Acquired Portfolio Shares to sell, exchange, redeem, or otherwise dispose of any Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization;

(w) During the five-year period ending on the Closing Date, neither the Acquired Portfolio nor any person related (as defined in section 1.368-1(e)(4) of the Regulations without regard to section 1.368-1(e)(4)(i)) to the Acquired Portfolio will have (i) acquired Acquired Portfolio Shares with consideration other than Acquiring Portfolio Shares or Acquired Portfolio Shares, except in the ordinary course of the Acquired Portfolio’s business as an open-end investment company pursuant to section 22(e) of the 1940 Act; or (ii) made distributions with respect to Acquired Portfolio Shares except for (A) normal, regular dividend distributions made pursuant to the historic dividend paying practice of the Acquired Portfolio, and (B) distributions and dividends declared and paid in order to ensure the Acquired Portfolio’s continuing qualification as a RIC and to avoid the imposition of fund-level tax; and

(x) There is no intercorporate indebtedness existing between the Acquiring Portfolio and the Acquired Portfolio that was issued, acquired, or will be settled at a discount.

3.2 The Fund, on the Acquiring Portfolio’s behalf, represents and warrants as follows:

(a) The Fund (1) is a corporation that is duly organized, validly existing, and in good standing under Maryland Law, and the Articles are on file with the State Department of Assessments and Taxation of Maryland, (2) is duly registered under the 1940 Act as an open-end management investment company, and (3) has the power to own all its properties and assets and to carry on its business as described in its current registration statement on Form N-1A;

(b) The Acquiring Portfolio is a duly established and designated series of the Fund;

(c) The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of the Board; and this Agreement constitutes a valid and legally binding obligation of the Fund, with respect to the Acquiring Portfolio, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) All issued and outstanding Acquiring Portfolio Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Fund and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; and the Acquiring Portfolio does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Portfolio Shares, nor are there outstanding any securities convertible into any Acquiring Portfolio Shares. All of the Acquiring Portfolio Shares to be issued and delivered to the Fund, for the account of the Acquired Portfolio shareholders, pursuant to this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly and legally issued Acquiring Portfolio Shares and be fully paid and non-assessable by the Fund; and the Fund has, and at the Effective Time will have, a sufficient number of authorized but unissued shares of common stock classified as Class I shares of the Acquiring Portfolio to effect the issuance contemplated by paragraph 1.1(a);

(e) No consideration other than Acquiring Portfolio Shares (and the Acquiring Portfolio’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization;

(f) The Fund, with respect to the Acquiring Portfolio, is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the Reorganization will not

result in, (1) a conflict with or material violation of any provision of Maryland Law, the Articles, the Fund’s By-Laws, or any Undertaking to which the Fund, on the Acquiring Portfolio’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the Fund, on the Acquiring Portfolio’s behalf, is a party or by which it is bound;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Fund’s knowledge, threatened against the Fund, with respect to the Acquiring Portfolio or any of its properties or assets attributable or allocable to the Acquiring Portfolio, that, if adversely determined, would materially and adversely affect the Acquiring Portfolio’s financial condition or the conduct of its business; and the Fund, on the Acquiring Portfolio’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the Acquiring Portfolio’s business or the Fund’s ability to consummate the transactions contemplated hereby;

(h) The Acquiring Portfolio is (and will be) classified as an association that is taxable as a corporation for federal tax purposes; the Acquiring Portfolio is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)) and has not taken and will not take any steps inconsistent with its qualification as such or its qualification and eligibility for treatment as a RIC under sections 851 and 852; for each taxable year of its operation (including its current taxable year), the Acquiring Portfolio has met (and for the taxable year in which the Reorganization occurs will meet) the requirements of Part I of Subchapter M for qualification as a RIC and will be eligible to and will compute its federal income tax under section 852 for its taxable year in which the Reorganization occurs; and the Acquiring Portfolio intends to continue to meet all those requirements, and to be eligible to and to so compute its federal income tax, for the next taxable year;

(i) The Acquiring Portfolio has at all times complied, and immediately after the Reorganization will comply, with the diversification requirements of section 817(h) and the Regulations thereunder;

(j) Assuming the truthfulness and correctness of the Fund’s representation and warranty in paragraph 3.1(p), immediately after the Reorganization (1) not more than 25% of the value of the Acquiring Portfolio’s total assets (excluding cash, cash items, and Government securities) will be invested in the stock and securities of any one issuer and (2) not more than 50% of the value of those assets will be invested in the stock and securities of five or fewer issuers;

(k) There is no plan or intention for the Acquiring Portfolio to be dissolved or merged into another corporation or statutory or business trust or any “fund” thereof (as defined in section 851(g)(2)) following the Reorganization;

(l) Immediately after the Effective Time, the Acquiring Portfolio will not be under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A));

(m) The information to be furnished by the Fund for use in no-action letters, applications for orders, registration statements, proxy or information statement materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and the N-14 will, at the Effective Time, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading;

(n) The Articles permit the Fund to vary its shareholders’ investment; the Fund will not have a fixed pool of assets; and each series thereof (including the Acquiring Portfolio) will be a managed portfolio of securities, and the Adviser (directly or through a subadviser) has the authority to buy and sell securities for the Acquiring Portfolio;

(o) To the best of the knowledge of the Acquiring Portfolio’s management, (i) there is no plan or intention by Acquired Portfolio shareholders to sell, exchange, redeem, or otherwise dispose of a number of Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Portfolio shareholders’ ownership of Acquired Portfolio Shares (or equivalent Acquiring Portfolio Shares) to a number of shares that was less than 50 percent of the number of Acquired Portfolio Shares outstanding prior to the Closing; and (ii) there is no plan or intention by any shareholder owning 5% or more of the Acquired Portfolio Shares to sell, exchange, redeem, or otherwise dispose of any Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization;

(p) There is no plan or intention for the Acquiring Portfolio or any person related (as defined in section 1.368-1(e)(4) of the Regulations) to the Acquiring Portfolio to acquire or redeem any of the Acquiring Portfolio Shares issued in the Reorganization, either directly or through any transaction, agreement, or arrangement with any other person, other than redemptions by the Acquiring Portfolio in the ordinary course of its business as an open-end investment company pursuant to section 22(e) of the 1940 Act; and

(q) There is no intercorporate indebtedness existing between the Acquiring Portfolio and the Acquired Portfolio that was issued, acquired, or will be settled at a discount.

3.3 The Fund, on behalf of the Acquired Portfolio and on behalf of the Acquiring Portfolio, respectively, hereby further represents, warrants and covenants as follows:

(a) No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, or state securities laws, and no consents, approvals, authorizations, or orders of any court are required, for its execution or performance of this Agreement on either Portfolio’s behalf, except for (1) the Fund’s filing with the Commission of a registration statement on Form N-14 relating to the Acquiring Portfolio Shares issuable hereunder, and any supplement or amendment thereto, including therein a combined prospectus and information statement (“N-14”), and (2) consents, approvals, authorizations, and filings that have been made or received or may be required after the Effective Time;

(b) The fair market value of the Acquiring Portfolio Shares each Shareholder receives will be equal to the fair market value of its Acquired Portfolio Shares it actually or constructively surrenders in exchange therefor;

(c) The Shareholders will pay their own expenses (such as fees of personal investment or tax advisers for advice regarding the Reorganization), if any, incurred in connection with the Reorganization;

(d) The fair market value of the Assets will equal or exceed the Liabilities to be assumed by the Acquiring Portfolio and those to which the Assets are subject;

(e) None of the compensation received by any Shareholder who or that is an employee of or service provider to the Acquired Portfolio will be separate consideration for, or allocable to, any of the

Acquired Portfolio Shares that Shareholder holds; none of the Acquiring Portfolio Shares any such Shareholder receives will be separate consideration for, or allocable to, any employment agreement, investment advisory agreement, or other service agreement; and the compensation paid to any such Shareholder will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm’s-length for similar services; and

(f) No expenses incurred by the Acquired Portfolio or on its behalf in connection with the Reorganization will be paid or assumed by the Acquiring Portfolio, the Adviser, or any other third party unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) (“Reorganization Expenses”), and no cash or property other than Acquiring Portfolio Shares will be transferred to the Acquired Portfolio or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof.

4. COVENANTS

4.1 The Fund covenants to take all action necessary to obtain approval of the transactions contemplated hereby.

4.2 The Fund covenants to prepare the N-14 in compliance with applicable federal and state securities laws and to cause the N-14 to be filed with the Commission and to become effective under the 1933 Act before the Closing.

4.3 The Fund covenants that it will, from time to time, as and when requested, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will take or cause to be taken any further action(s), it deems necessary or desirable in order to vest in, and confirm to, (a) the Fund, on the Acquiring Portfolio’s behalf, title to and possession of all the Assets, and (b) the Fund, on the Acquired Portfolio’s behalf, title to and possession of the Acquiring Portfolio Shares to be delivered hereunder, and otherwise to carry out the intent and purpose hereof.

4.4 The Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and applicable state securities laws it deems appropriate to commence and continue the Acquiring Portfolio’s operations after the Effective Time.

4.5 Subject to this Agreement, the Fund covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate the transactions contemplated hereby.

5. CONDITIONS PRECEDENT

Each Portfolio’s obligations hereunder shall be subject to (a) performance by the other Portfolio of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties on behalf of the other Portfolio contained herein being true and correct in all material respects at the date hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time:

5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the Board, on behalf of each Portfolio;

5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Fund to carry out the transactions contemplated hereby. The N-14 shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to the Fund’s best

knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act. The Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) the Fund deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Portfolio’s assets or properties;

5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to the Fund’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby;

5.4 Prior to the Closing, the Acquired Portfolio shall have declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Portfolio’s Shareholders all of the Acquired Portfolio’s investment company taxable income for all taxable periods ending at the Effective Time (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending at the Effective Time (after reduction for any capital loss carryforward);

5.5 The Fund shall have received an opinion of Thompson Hine LLP, dated the Closing Date and addressed to the Fund on behalf of each Portfolio, in form and substance reasonably satisfactory to the Fund, as to the federal income tax consequences of the Reorganization described in the N-14 under the caption “Certain Federal Income Tax Considerations,” including that the Reorganization should qualify as a “reorganization” within the meaning of section 368(a) and that each Portfolio should be “a party to a reorganization” within the meaning of section 368(b). Such opinion shall be based on customary assumptions and on representations made by the Fund on behalf of each Portfolio in certificates delivered to Thompson Hine LLP; and

5.6 At any time before the Closing, the Fund may waive any of the foregoing conditions (except those set forth in paragraphs 5.1, 5.2, 5.4 and 5.5) if, in the judgment of the Board, that waiver will not have a material adverse effect on the applicable Portfolio’s shareholders’ interests.

6. EXPENSES

Subject to complying with the representation and warranty contained in paragraph 3.3(f), the Adviser shall bear the entirety of the total Reorganization Expenses, whether or not the Reorganization is consummated. The Reorganization Expenses include (1) costs associated with preparing and filing the N-14 and any prospectus or statement of additional information supplements relating to the Reorganization, and printing and distributing the N-14 to Shareholders and to owners of variable annuity contracts and variable life insurance policies having contract value allocated to the Acquired Portfolio, (2) legal, accounting and auditing fees, (3) transfer taxes for foreign securities, and (4) any and all incremental state securities law fees. The Reorganization Expenses do not include brokerage commissions, other portfolio transaction costs, or taxes incurred by either Portfolio in connection with the purchase or sale of portfolio securities, whether or not in anticipation of or in connection with the Reorganization, which shall be borne by the Portfolio incurring them. Notwithstanding the foregoing, expenses shall be paid by the Portfolio directly incurring them if and to the extent that the payment thereof by another person would result in that Portfolio’s disqualification as a RIC.

7. ENTIRE AGREEMENT; NO SURVIVAL

The Fund, on behalf of each Portfolio, and the Adviser have not made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement among them with respect to the Reorganization. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing, except that the obligations of the Adviser under paragraph 6 and the acknowledgments in paragraph 1.8 shall survive.

8. TERMINATION

This Agreement may be terminated at any time at or before the Closing by resolution of the Board, on behalf of either Portfolio, if circumstances should develop that, in the opinion of the Board, make proceeding with the Agreement inadvisable with respect to that Portfolio, or by an officer of the Fund authorized by the Board to make such determination. Any such termination will be effective when made. The termination of this Agreement shall not affect the rights and obligations of any party in respect of any breach of this Agreement occurring prior to such termination, and shall not affect any other agreement and plan of reorganization and termination relating to any other series of the Fund.

9. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of the Fund, on behalf of each Portfolio, and, to the extent an amendment affects paragraph 6, the Adviser; provided that no amendment shall be made following the mailing of the N-14 to Shareholders that would have a material adverse effect on the Shareholders’ interests without such further approval as counsel to the Fund determines to be required.

10. SEVERABILITY

Any term or provision hereof that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.

11. MISCELLANEOUS

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of laws; provided that, in the case of any conflict between that law and the federal securities laws, the latter shall govern.

11.2 Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than the Fund, on the Acquiring Portfolio’s behalf, the Fund, on the Acquired Portfolio’s behalf, the Adviser, and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

11.3 Notice is hereby given that this instrument is executed and delivered on behalf of the Fund’s directors solely in their capacities as directors, and not individually, and that the Fund’s obligations under this instrument are not binding on or enforceable against any of its directors, officers, shareholders, or series other than the applicable Portfolio but are only binding on and enforceable against its property attributable to and held for the benefit of such applicable Portfolio (“Portfolio’s Property”) and not the Fund’s property attributable to and held for the benefit of any other series thereof. The Fund, in asserting any rights or claims under this Agreement on its or a Portfolio’s behalf, shall look only to the corresponding Portfolio’s Property in settlement of those rights or claims and not to the property of any other series of the Fund or to those directors, officers, or shareholders.

11.4 This Agreement may be executed in one or more counterparts (including by electronic signature), all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by the Fund, on behalf of each Portfolio, and by the Adviser. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officer as of the day and year first written above.

AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., on behalf of the AVIP AB Relative Value Portfolio

By: ______________________________

Name: Thomas G. Mooney

Title: President

AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., on behalf of the AVIP S&P 500® Index Portfolio

By: ______________________________

Name: Thomas G. Mooney

Title: President

CONSTELLATION INVESTMENTS, INC., solely for purposes of paragraph 6

By: ______________________________

Name: Sachin Jain

Title:   Chief Investment Officer & President

Exhibit C

Plan 3

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made as of [__________], 2026, by and between AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., a Maryland corporation, with its principal place of business at One Financial Way, Montgomery, Ohio 45242 (the “Fund”), on behalf of the segregated portfolio of assets (“series”) thereof designated the AVIP BlackRock Advantage Small Cap Growth Portfolio (the “Acquired Portfolio”), and the Fund, on behalf of the series thereof designated the AVIP AB Small Cap Portfolio (the “Acquiring Portfolio”); and, solely for purposes of paragraph 6, CONSTELLATION INVESTMENTS, INC., an Ohio corporation and the investment adviser to the Acquired Portfolio and the Acquiring Portfolio (the “Adviser”). (The Acquired Portfolio and the Acquiring Portfolio are each sometimes referred to herein as a “Portfolio.”) Notwithstanding anything to the contrary contained herein, (1) the agreements, covenants, representations, warranties, actions, and obligations (collectively, “Obligations”) of and by each Portfolio, and of and by the Fund on that Portfolio’s behalf, shall be the Obligations of that Portfolio only, (2) all rights and benefits created hereunder in favor of a Portfolio shall inure to and be enforceable by the Fund, on that Portfolio’s behalf, and (3) in no event shall any other series of the Fund or the assets thereof be held liable with respect to the breach or other default by an obligated Portfolio or the Fund of its Obligations set forth herein.

The Fund wishes to effect a reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (“Code”) (all “section” references are to the Code, unless otherwise noted), and intends this Agreement to be, and adopts it as, a “plan of reorganization” within the meaning of the regulations promulgated under the Code (“Regulations”). The reorganization will consist of (1) the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Portfolio to the Acquiring Portfolio in exchange solely for (a) Class I shares of common stock of the Fund, par value $1.00 per share, representing interests in the Acquiring Portfolio (“Acquiring Portfolio Shares”), as described herein, and (b) the assumption by the Acquiring Portfolio of all liabilities of the Acquired Portfolio, (2) the subsequent distribution of the Acquiring Portfolio Shares (which shall then constitute all of the assets of the Acquired Portfolio) pro rata to the shareholders of the Acquired Portfolio in exchange for their Class I shares of common stock of the Fund representing interests in the Acquired Portfolio (“Acquired Portfolio Shares”) in complete liquidation thereof, and (3) the termination of the Acquired Portfolio as a series of the Fund, all on the terms and conditions set forth herein (all the foregoing transactions being referred to herein collectively as the “Reorganization”).

The Fund’s Board of Directors (the “Board”), including a majority of its members who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”)) of the Fund (“Independent Directors”), (1) has duly adopted and approved this Agreement and the transactions contemplated hereby, (2) has duly authorized performance thereof on each Portfolio’s behalf by all necessary Board action, and (3) has determined, with respect to each of the Acquired Portfolio and the Acquiring Portfolio, that participation in the Reorganization is in the best interests of that Portfolio and that the interests of the existing shareholders of that Portfolio will not be diluted as a result of the Reorganization, as required by Rule 17a-8 under the 1940 Act.

The Reorganization is one of three reorganizations of series of the Fund approved by the Board on August 27, 2026 and October 14, 2026. Each such reorganization is the subject of a separate agreement and plan of reorganization and termination, and the consummation of the Reorganization is not conditioned upon the consummation of either of the other reorganizations.

In consideration of the mutual promises contained herein, the parties agree as follows:

1. PLAN OF REORGANIZATION AND TERMINATION

1.1 Subject to the terms and conditions set forth herein, the Acquired Portfolio shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to the Acquiring Portfolio. In exchange therefor, the Acquiring Portfolio shall:

(a) issue and deliver to the Acquired Portfolio the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the third decimal place) Acquiring Portfolio Shares having an aggregate net asset value (“NAV”) equal to the aggregate NAV of all full and fractional Acquired Portfolio Shares then outstanding; and

(b) assume all of the Acquired Portfolio’s liabilities described in paragraph 1.3 (“Liabilities”).

Those transactions shall take place at the Closing (as defined in paragraph 2.1).

1.2 The Assets shall consist of all assets and property of every kind and nature — including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, and books and records — the Acquired Portfolio owns at the Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses shown as assets on the Acquired Portfolio’s books at that time.

1.3 The Liabilities shall consist of all of the Acquired Portfolio’s liabilities, whether known or unknown, accrued or contingent, debts, obligations, and duties existing at the Effective Time, excluding Reorganization Expenses (as defined in paragraph 3.3(f)) borne by the Adviser pursuant to paragraph 6.

1.4 At the Effective Time (or as soon thereafter as is reasonably practicable), the Acquired Portfolio shall distribute all Acquiring Portfolio Shares it receives pursuant to paragraph 1.1(a) to its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Acquired Portfolio Shares then held of record and in constructive exchange therefor, and shall completely liquidate. That distribution shall be accomplished by the Fund’s transfer agent’s opening accounts on the Acquiring Portfolio’s shareholder records in the Shareholders’ names and transferring those Acquiring Portfolio Shares thereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the number of full and fractional Acquiring Portfolio Shares having an aggregate NAV equal to the aggregate NAV of the Acquired Portfolio Shares that Shareholder holds at the Effective Time. All issued and outstanding Acquired Portfolio Shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Portfolio’s shareholder records. The Fund shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization.

1.5 (a) The value of the Acquired Portfolio’s net assets (the Assets to be acquired by the Acquiring Portfolio hereunder, net of the Liabilities assumed by the Acquiring Portfolio) shall be the value of such net assets computed as of the Valuation Time (as defined in paragraph 2.1), using the valuation procedures adopted by the Board pursuant to Rule 2a-5 under the 1940 Act and described in the Fund’s then-current prospectus and statement of additional information, or such other valuation procedures as may be mutually agreed upon by the parties.

(b) For purposes of the Reorganization, the NAV per share of the Acquiring Portfolio Shares shall be equal to the Acquiring Portfolio’s NAV per Class I share computed as of the Valuation Time, using the valuation procedures described in paragraph 1.5(a).

(c) All computations of value and NAV shall be made by State Street Bank and Trust Company (“State Street”), accounting agent for the Portfolios, in accordance with its regular practice in pricing the shares and assets of each Portfolio.

1.6 Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on the Acquired Portfolio’s shareholder records of the Acquired Portfolio

Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer.

1.7 Any reporting responsibility of the Acquired Portfolio to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated, except that the Acquiring Portfolio shall be responsible for preparing and filing any Form N-PORT, Form N-CEN or Form N-CSR (including the annual or semi-annual report to shareholders) if the fiscal period relating to such form ended prior to the Effective Time but as of the Effective Time such form has not yet been filed.

1.8 After the Effective Time, the Acquired Portfolio shall not conduct any business except in connection with its dissolution and termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, (a) the Acquired Portfolio shall be terminated as a series of the Fund and (b) the Fund shall make all filings and take all other actions in connection therewith necessary and proper to effect the Acquired Portfolio’s complete dissolution, including any filing required under the Maryland General Corporation Law to reclassify or cancel the shares of common stock of the Fund classified as Acquired Portfolio Shares.

2. CLOSING AND EFFECTIVE TIME

2.1 Unless the parties agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of regular trading on the New York Stock Exchange (normally 4:00 p.m., Eastern Time) (the “Valuation Time”) on December 18, 2026, or such other date as the parties may agree (“Closing Date”) (such time on the Closing Date, the “Effective Time”). The Closing shall be held at the offices of the Fund, One Financial Way, Montgomery, Ohio 45242, or at such other place, or by such electronic means, as the parties may agree.

2.2 The Fund shall direct State Street, as custodian of the Acquired Portfolio’s assets, to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to the Acquiring Portfolio at the Effective Time, (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by the Acquired Portfolio to the Acquiring Portfolio, as reflected on the Acquiring Portfolio’s books immediately after the Effective Time, does or will conform to that information on the Acquired Portfolio’s books immediately before the Effective Time.

2.3 The Fund shall direct its transfer agent to deliver at the Closing (a) a Certificate (1) verifying that the Acquired Portfolio’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Acquired Portfolio Shares that each such Shareholder owns at the Effective Time and (2) as to the opening of accounts on the Acquiring Portfolio’s shareholder records in the names of the Shareholders, and (b) a confirmation, or other evidence satisfactory to the Fund, that the Acquiring Portfolio Shares to be credited to the Acquired Portfolio at the Effective Time have been credited to the Acquired Portfolio’s account on those records.

2.4 The Fund shall deliver to the Adviser, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on the Acquired Portfolio’s books at an estimated fair market value provided by an authorized pricing vendor for the Acquired Portfolio.

2.5 At the Closing, the Fund shall deliver, on behalf of each Portfolio, as applicable, (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Fund or its counsel reasonably requests

and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Fund, on the Acquired Portfolio’s behalf, represents and warrants as follows:

(a) The Fund (1) is a corporation that is duly organized, validly existing, and in good standing under the laws of the State of Maryland (“Maryland Law”), and its Articles of Incorporation, as amended and supplemented (the “Articles”), are on file with the State Department of Assessments and Taxation of Maryland, (2) is duly registered under the 1940 Act as an open-end management investment company, and (3) has the power to own all its properties and assets and to carry on its business as described in its current registration statement on Form N-1A;

(b) The Acquired Portfolio is a duly established and designated series of the Fund;

(c) The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of the Board; and this Agreement constitutes a valid and legally binding obligation of the Fund, with respect to the Acquired Portfolio, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) At the Effective Time, the Fund will have good and marketable title to the Assets for the Acquired Portfolio’s benefit and full right, power, and authority to sell, assign, transfer, and deliver the Assets hereunder free of any liens or other encumbrances (except securities that are subject to “securities loans,” as referred to in section 851(b)(2), or that are restricted to resale by their terms); and on delivery and payment for the Assets, the Fund, on the Acquiring Portfolio’s behalf, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including restrictions that might arise under the Securities Act of 1933, as amended (“1933 Act”);

(e) The Fund, with respect to the Acquired Portfolio, is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the Reorganization will not result in, (1) a conflict with or material violation of any provision of Maryland Law, the Articles, or the Fund’s By-Laws, or any agreement, indenture, instrument, contract, lease, or other undertaking (each, an “Undertaking”) to which the Fund, on the Acquired Portfolio’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the Fund, on the Acquired Portfolio’s behalf, is a party or by which it is bound;

(f) At or before the Effective Time, either (1) all material contracts and other commitments of the Acquired Portfolio (other than this Agreement and certain investment contracts, including options, futures, forward contracts, and swap agreements) will terminate, or (2) provision for discharge and/or the Acquiring Portfolio’s assumption of any liabilities of the Acquired Portfolio thereunder will be made, without either Portfolio’s incurring any penalty with respect thereto and without diminishing or releasing any rights the Fund may have had with respect to actions taken or omitted or to be taken by any other party thereto before the Closing;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Fund’s knowledge, threatened against the Fund, with respect to the Acquired Portfolio or any of its properties or assets attributable or allocable to the Acquired Portfolio, that, if adversely determined, would materially and adversely affect the Acquired Portfolio’s financial condition or the conduct of its business; and the Fund, on

the Acquired Portfolio’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the Acquired Portfolio’s business or the Fund’s ability to consummate the transactions contemplated hereby;

(h) The (1) annual report of the Fund for the fiscal year ended December 31, 2025, and the audited financial statements appearing therein, having been audited by KPMG LLP, independent registered public accounting firm, and (2) semi-annual report of the Fund for the six months ended June 30, 2026, in each case fairly present the financial condition and results of operations of the Acquired Portfolio as of the dates indicated, in conformity with accounting principles generally accepted in the United States applied on a consistent basis;

(i) Since June 30, 2026, there has not been any material adverse change in the Acquired Portfolio’s financial condition, assets, liabilities, or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Portfolio of indebtedness maturing more than one year from the date that indebtedness was incurred; for purposes of this subparagraph, a decline in NAV per Acquired Portfolio Share due to declines in market values of securities the Acquired Portfolio holds, the discharge of Acquired Portfolio liabilities, or the redemption of Acquired Portfolio Shares by its shareholders (including redemptions resulting from reallocations by other series of the Fund) shall not constitute a material adverse change;

(j) All federal and other tax returns, dividend reporting forms, and other tax-related reports (collectively, “Returns”) of the Acquired Portfolio required by law to have been filed by the Effective Time (including any properly and timely filed extensions of time to file) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on those Returns shall have been paid or provision shall have been made for the payment thereof; to the best of the Fund’s knowledge, no such Return is currently under audit and no assessment has been asserted with respect to those Returns; and the Acquired Portfolio is in compliance in all material respects with all applicable Regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares and to withholding in respect thereof and is not liable for any material penalties that could be imposed thereunder;

(k) The Acquired Portfolio is classified as an association that is taxable as a corporation for federal tax purposes; the Acquired Portfolio is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)); for each taxable year of its operation (including the taxable year ending at the Effective Time), the Acquired Portfolio has met (and for that year will meet) the requirements of Part I of Subchapter M of Chapter 1 of Subtitle A of the Code (“Subchapter M”) for qualification as a regulated investment company (“RIC”) and has been (and for that year will be) eligible to and has computed (and for that year will compute) its federal income tax under section 852; the Acquired Portfolio has not at any time since its inception been liable for, and is not now liable for, any material income or excise tax pursuant to sections 852 or 4982; and the Acquired Portfolio has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it;

(l) The Acquired Portfolio has at all times complied with the diversification requirements of section 817(h) and the Regulations thereunder;

(m) All issued and outstanding Acquired Portfolio Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Fund and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; all issued and outstanding Acquired Portfolio Shares will, at the Effective Time, be held by the persons and in the

amounts set forth on the Acquired Portfolio’s shareholder records, as provided in paragraph 2.3; and the Acquired Portfolio does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquired Portfolio Shares, nor are there outstanding any securities convertible into any Acquired Portfolio Shares;

(n) The Acquired Portfolio incurred the Liabilities, which are associated with the Assets, in the ordinary course of its business;

(o) The Acquired Portfolio is not under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A));

(p) Not more than 25% of the value of the Acquired Portfolio’s total assets (excluding cash, cash items, and Government securities) is invested in the stock and securities of any one issuer, and not more than 50% of the value of those assets is invested in the stock and securities of five or fewer issuers;

(q) The Acquired Portfolio’s current prospectus and statement of additional information (1) conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and (2) at the date on which they were issued did not contain, and as supplemented by any supplement thereto dated prior to or at the Effective Time do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(r) The information to be furnished by the Fund for use in no-action letters, applications for orders, registration statements, proxy or information statement materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including the Financial Industry Regulatory Authority, Inc. (“FINRA”)) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and the N-14 (as defined in paragraph 3.3(a)) will, at the Effective Time, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(s) The Articles permit the Fund to vary its shareholders’ investment; the Fund does not have a fixed pool of assets; and each series thereof (including the Acquired Portfolio) is a managed portfolio of securities, and the Adviser (directly or through a subadviser) has the authority to buy and sell securities for the Acquired Portfolio;

(t) The Acquired Portfolio’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in its prospectus and statement of additional information, except as previously disclosed in writing to the Board;

(u) The Acquiring Portfolio Shares to be delivered hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof;

(v) To the best of the knowledge of the Acquired Portfolio’s management, (i) there is no plan or intention by Acquired Portfolio shareholders to sell, exchange, redeem, or otherwise dispose of a number of Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Portfolio shareholders’ ownership of Acquired Portfolio Shares (or equivalent Acquiring Portfolio Shares) to a number of shares that was less than 50 percent of the number of Acquired Portfolio Shares outstanding prior to the Closing; and (ii) there is no plan or intention by any shareholder owning

5% or more of the Acquired Portfolio Shares to sell, exchange, redeem, or otherwise dispose of any Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization;

(y) During the five-year period ending on the Closing Date, neither the Acquired Portfolio nor any person related (as defined in section 1.368-1(e)(4) of the Regulations without regard to section 1.368-1(e)(4)(i)) to the Acquired Portfolio will have (i) acquired Acquired Portfolio Shares with consideration other than Acquiring Portfolio Shares or Acquired Portfolio Shares, except in the ordinary course of the Acquired Portfolio’s business as an open-end investment company pursuant to section 22(e) of the 1940 Act; or (ii) made distributions with respect to Acquired Portfolio Shares except for (A) normal, regular dividend distributions made pursuant to the historic dividend paying practice of the Acquired Portfolio, and (B) distributions and dividends declared and paid in order to ensure the Acquired Portfolio’s continuing qualification as a RIC and to avoid the imposition of fund-level tax; and

(x) There is no intercorporate indebtedness existing between the Acquiring Portfolio and the Acquired Portfolio that was issued, acquired, or will be settled at a discount.

3.2 The Fund, on the Acquiring Portfolio’s behalf, represents and warrants as follows:

(a) The Fund (1) is a corporation that is duly organized, validly existing, and in good standing under Maryland Law, and the Articles are on file with the State Department of Assessments and Taxation of Maryland, (2) is duly registered under the 1940 Act as an open-end management investment company, and (3) has the power to own all its properties and assets and to carry on its business as described in its current registration statement on Form N-1A;

(b) The Acquiring Portfolio is a duly established and designated series of the Fund;

(c) The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of the Board; and this Agreement constitutes a valid and legally binding obligation of the Fund, with respect to the Acquiring Portfolio, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

(d) All issued and outstanding Acquiring Portfolio Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Fund and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; and the Acquiring Portfolio does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Portfolio Shares, nor are there outstanding any securities convertible into any Acquiring Portfolio Shares. All of the Acquiring Portfolio Shares to be issued and delivered to the Fund, for the account of the Acquired Portfolio shareholders, pursuant to this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly and legally issued Acquiring Portfolio Shares and be fully paid and non-assessable by the Fund; and the Fund has, and at the Effective Time will have, a sufficient number of authorized but unissued shares of common stock classified as Class I shares of the Acquiring Portfolio to effect the issuance contemplated by paragraph 1.1(a);

(e) No consideration other than Acquiring Portfolio Shares (and the Acquiring Portfolio’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization;

(f) The Fund, with respect to the Acquiring Portfolio, is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the Reorganization will not

result in, (1) a conflict with or material violation of any provision of Maryland Law, the Articles, the Fund’s By-Laws, or any Undertaking to which the Fund, on the Acquiring Portfolio’s behalf, is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which the Fund, on the Acquiring Portfolio’s behalf, is a party or by which it is bound;

(g) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Fund’s knowledge, threatened against the Fund, with respect to the Acquiring Portfolio or any of its properties or assets attributable or allocable to the Acquiring Portfolio, that, if adversely determined, would materially and adversely affect the Acquiring Portfolio’s financial condition or the conduct of its business; and the Fund, on the Acquiring Portfolio’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any order, decree, judgment, or award of any court, governmental body, or arbitrator that materially and adversely affects the Acquiring Portfolio’s business or the Fund’s ability to consummate the transactions contemplated hereby;

(h) The Acquiring Portfolio is (and will be) classified as an association that is taxable as a corporation for federal tax purposes; the Acquiring Portfolio is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)) and has not taken and will not take any steps inconsistent with its qualification as such or its qualification and eligibility for treatment as a RIC under sections 851 and 852; for each taxable year of its operation (including its current taxable year), the Acquiring Portfolio has met (and for the taxable year in which the Reorganization occurs will meet) the requirements of Part I of Subchapter M for qualification as a RIC and will be eligible to and will compute its federal income tax under section 852 for its taxable year in which the Reorganization occurs; and the Acquiring Portfolio intends to continue to meet all those requirements, and to be eligible to and to so compute its federal income tax, for the next taxable year;

(i) The Acquiring Portfolio has at all times complied, and immediately after the Reorganization will comply, with the diversification requirements of section 817(h) and the Regulations thereunder;

(j) Assuming the truthfulness and correctness of the Fund’s representation and warranty in paragraph 3.1(p), immediately after the Reorganization (1) not more than 25% of the value of the Acquiring Portfolio’s total assets (excluding cash, cash items, and Government securities) will be invested in the stock and securities of any one issuer and (2) not more than 50% of the value of those assets will be invested in the stock and securities of five or fewer issuers;

(k) There is no plan or intention for the Acquiring Portfolio to be dissolved or merged into another corporation or statutory or business trust or any “fund” thereof (as defined in section 851(g)(2)) following the Reorganization;

(l) Immediately after the Effective Time, the Acquiring Portfolio will not be under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A));

(m) The information to be furnished by the Fund for use in no-action letters, applications for orders, registration statements, proxy or information statement materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations; and the N-14 will, at the Effective Time, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading;

(n) The Articles permit the Fund to vary its shareholders’ investment; the Fund will not have a fixed pool of assets; and each series thereof (including the Acquiring Portfolio) will be a managed portfolio of securities, and the Adviser (directly or through a subadviser) has the authority to buy and sell securities for the Acquiring Portfolio;

(o) To the best of the knowledge of the Acquiring Portfolio’s management, (i) there is no plan or intention by Acquired Portfolio shareholders to sell, exchange, redeem, or otherwise dispose of a number of Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Portfolio shareholders’ ownership of Acquired Portfolio Shares (or equivalent Acquiring Portfolio Shares) to a number of shares that was less than 50 percent of the number of Acquired Portfolio Shares outstanding prior to the Closing; and (ii) there is no plan or intention by any shareholder owning 5% or more of the Acquired Portfolio Shares to sell, exchange, redeem, or otherwise dispose of any Acquired Portfolio Shares (or Acquiring Portfolio Shares received in the Reorganization), in connection with the Reorganization;

(p) There is no plan or intention for the Acquiring Portfolio or any person related (as defined in section 1.368-1(e)(4) of the Regulations) to the Acquiring Portfolio to acquire or redeem any of the Acquiring Portfolio Shares issued in the Reorganization, either directly or through any transaction, agreement, or arrangement with any other person, other than redemptions by the Acquiring Portfolio in the ordinary course of its business as an open-end investment company pursuant to section 22(e) of the 1940 Act; and

(q) There is no intercorporate indebtedness existing between the Acquiring Portfolio and the Acquired Portfolio that was issued, acquired, or will be settled at a discount.

3.3 The Fund, on behalf of the Acquired Portfolio and on behalf of the Acquiring Portfolio, respectively, hereby further represents, warrants and covenants as follows:

(a) No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, or state securities laws, and no consents, approvals, authorizations, or orders of any court are required, for its execution or performance of this Agreement on either Portfolio’s behalf, except for (1) the Fund’s filing with the Commission of a registration statement on Form N-14 relating to the Acquiring Portfolio Shares issuable hereunder, and any supplement or amendment thereto, including therein a combined prospectus and information statement (“N-14”), and (2) consents, approvals, authorizations, and filings that have been made or received or may be required after the Effective Time;

(b) The fair market value of the Acquiring Portfolio Shares each Shareholder receives will be equal to the fair market value of its Acquired Portfolio Shares it actually or constructively surrenders in exchange therefor;

(c) The Shareholders will pay their own expenses (such as fees of personal investment or tax advisers for advice regarding the Reorganization), if any, incurred in connection with the Reorganization;

(d) The fair market value of the Assets will equal or exceed the Liabilities to be assumed by the Acquiring Portfolio and those to which the Assets are subject;

(e) None of the compensation received by any Shareholder who or that is an employee of or service provider to the Acquired Portfolio will be separate consideration for, or allocable to, any of the

Acquired Portfolio Shares that Shareholder holds; none of the Acquiring Portfolio Shares any such Shareholder receives will be separate consideration for, or allocable to, any employment agreement, investment advisory agreement, or other service agreement; and the compensation paid to any such Shareholder will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm’s-length for similar services; and

(f) No expenses incurred by the Acquired Portfolio or on its behalf in connection with the Reorganization will be paid or assumed by the Acquiring Portfolio, the Adviser, or any other third party unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) (“Reorganization Expenses”), and no cash or property other than Acquiring Portfolio Shares will be transferred to the Acquired Portfolio or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof.

4. COVENANTS

4.1 The Fund covenants to take all action necessary to obtain approval of the transactions contemplated hereby.

4.2 The Fund covenants to prepare the N-14 in compliance with applicable federal and state securities laws and to cause the N-14 to be filed with the Commission and to become effective under the 1933 Act before the Closing.

4.3 The Fund covenants that it will, from time to time, as and when requested, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will take or cause to be taken any further action(s), it deems necessary or desirable in order to vest in, and confirm to, (a) the Fund, on the Acquiring Portfolio’s behalf, title to and possession of all the Assets, and (b) the Fund, on the Acquired Portfolio’s behalf, title to and possession of the Acquiring Portfolio Shares to be delivered hereunder, and otherwise to carry out the intent and purpose hereof.

4.4 The Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and applicable state securities laws it deems appropriate to commence and continue the Acquiring Portfolio’s operations after the Effective Time.

4.5 Subject to this Agreement, the Fund covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate the transactions contemplated hereby.

4.6 The parties acknowledge that the Board, at its meeting on August 27, 2026, approved the Subadviser Change as a matter separate from and not conditioned upon the Reorganization, and that the Subadviser Change is expected to become effective on or about December 18, 2026. The parties further acknowledge that any brokerage commissions and other portfolio transaction costs incurred by the Acquiring Portfolio in repositioning its portfolio holdings in connection with the Subadviser Change are attributable to the Subadviser Change, will be borne by the Acquiring Portfolio, and are not Reorganization Expenses.

5. CONDITIONS PRECEDENT

Each Portfolio’s obligations hereunder shall be subject to (a) performance by the other Portfolio of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties on behalf of the other Portfolio contained herein being true and correct in all material respects at the date hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time:

5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by the Board, on behalf of each Portfolio;

5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Fund to carry out the transactions contemplated hereby. The N-14 shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to the Fund’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act. The Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) the Fund deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Portfolio’s assets or properties;

5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to the Fund’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby;

5.4 Prior to the Closing, the Acquired Portfolio shall have declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Portfolio’s Shareholders all of the Acquired Portfolio’s investment company taxable income for all taxable periods ending at the Effective Time (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending at the Effective Time (after reduction for any capital loss carryforward);

5.5 The Fund shall have received an opinion of Thompson Hine LLP, dated the Closing Date and addressed to the Fund on behalf of each Portfolio, in form and substance reasonably satisfactory to the Fund, as to the federal income tax consequences of the Reorganization described in the N-14 under the caption “Certain Federal Income Tax Considerations,” including that the Reorganization should qualify as a “reorganization” within the meaning of section 368(a) and that each Portfolio should be “a party to a reorganization” within the meaning of section 368(b). Such opinion shall be based on customary assumptions and on representations made by the Fund on behalf of each Portfolio in certificates delivered to Thompson Hine LLP;

5.6 At any time before the Closing, the Fund may waive any of the foregoing conditions (except those set forth in paragraphs 5.1, 5.2, 5.4 and 5.5) if, in the judgment of the Board, that waiver will not have a material adverse effect on the applicable Portfolio’s shareholders’ interests.

6. EXPENSES

Subject to complying with the representation and warranty contained in paragraph 3.3(f), the Adviser shall bear the entirety of the total Reorganization Expenses, whether or not the Reorganization is consummated. The Reorganization Expenses include (1) costs associated with preparing and filing the N-14 and any prospectus or statement of additional information supplements relating to the Reorganization, and printing and distributing the N-14 to Shareholders and to owners of variable annuity contracts and variable life insurance policies having contract value allocated to the Acquired Portfolio, (2) legal, accounting and auditing fees, (3) transfer taxes for foreign securities, and (4) any and all incremental state securities law fees. The Reorganization Expenses do not include brokerage commissions, other portfolio transaction costs, or taxes incurred by either Portfolio in connection with the purchase or sale of portfolio securities, whether

or not in anticipation of or in connection with the Reorganization, which shall be borne by the Portfolio incurring them. Notwithstanding the foregoing, expenses shall be paid by the Portfolio directly incurring them if and to the extent that the payment thereof by another person would result in that Portfolio’s disqualification as a RIC.

7. ENTIRE AGREEMENT; NO SURVIVAL

The Fund, on behalf of each Portfolio, and the Adviser have not made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement among them with respect to the Reorganization. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing, except that the obligations of the Adviser under paragraph 6 and the acknowledgments in paragraph 4.6 shall survive.

8. TERMINATION

This Agreement may be terminated at any time at or before the Closing by resolution of the Board, on behalf of either Portfolio, if circumstances should develop that, in the opinion of the Board, make proceeding with the Agreement inadvisable with respect to that Portfolio, or by an officer of the Fund authorized by the Board to make such determination. Any such termination will be effective when made. The termination of this Agreement shall not affect the rights and obligations of any party in respect of any breach of this Agreement occurring prior to such termination, and shall not affect any other agreement and plan of reorganization and termination relating to any other series of the Fund.

9. AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of the Fund, on behalf of each Portfolio, and, to the extent an amendment affects paragraph 6, the Adviser; provided that no amendment shall be made following the mailing of the N-14 to Shareholders that would have a material adverse effect on the Shareholders’ interests without such further approval as counsel to the Fund determines to be required.

10. SEVERABILITY

Any term or provision hereof that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.

11. MISCELLANEOUS

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of laws; provided that, in the case of any conflict between that law and the federal securities laws, the latter shall govern.

11.2 Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than the Fund, on the Acquiring Portfolio’s behalf, the Fund, on the Acquired Portfolio’s behalf, the Adviser, and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

11.3 Notice is hereby given that this instrument is executed and delivered on behalf of the Fund’s directors solely in their capacities as directors, and not individually, and that the Fund’s obligations under this instrument are not binding on or enforceable against any of its directors, officers, shareholders, or series other than the applicable Portfolio but are only binding on and enforceable against its property attributable to and held for the benefit of such applicable Portfolio (“Portfolio’s Property”) and not the Fund’s property

attributable to and held for the benefit of any other series thereof. The Fund, in asserting any rights or claims under this Agreement on its or a Portfolio’s behalf, shall look only to the corresponding Portfolio’s Property in settlement of those rights or claims and not to the property of any other series of the Fund or to those directors, officers, or shareholders.

11.4 This Agreement may be executed in one or more counterparts (including by electronic signature), all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by the Fund, on behalf of each Portfolio, and by the Adviser. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officer as of the day and year first written above.

AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., on behalf of the AVIP BlackRock Advantage Small Cap Growth Portfolio

By: ______________________________

Name: Thomas G. Mooney

Title: President

AUGUSTAR VARIABLE INSURANCE PRODUCTS FUND, INC., on behalf of the AVIP AB Small Cap Portfolio

By: ______________________________

Name: Thomas G. Mooney

Title: President

CONSTELLATION INVESTMENTS, INC., solely for purposes of paragraph 6

By: ______________________________

Name: Sachin Jain

Title:   Chief Investment Officer & President

EXHIBIT D

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the financial performance of each Acquired Portfolio and each Acquiring Portfolio for the periods shown. Certain information reflects financial results for a single Fund share. The total returns in the tables reflect the rates an investment in each Portfolio would have earned (or lost), assuming reinvestment of all dividends and distributions. The performance information does not include variable contract fees and expenses. If variable contract fees and expenses were included, performance would be lower.

The information for each of the fiscal years ended December 31, 2021 through December 31, 2025 has been derived from the Fund’s financial statements, which have been audited by [KPMG LLP], independent registered public accounting firm, and is an integral part of the Fund’s audited financial statements included in the Fund’s Form N-CSR for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission and incorporated by reference into the Statement of Additional Information relating to this Prospectus/Information Statement. The information for the six-month period ended June 30, 2026 is unaudited and has been derived from the Fund’s Form N-CSRS for the semi-annual period ended June 30, 2026. This information should be read in conjunction with those financial statements. Class II Shares of the AVIP BlackRock Advantage Large Cap Growth Portfolio and the AVIP S&P 500® Index Portfolio commenced operations on May 18, 2026; Class II Shares of the other Portfolios shown had not commenced operations as of June 30, 2026.

Financial Highlights of AuguStar Variable Insurance Products Fund, Inc.

For the Six-Month Period Ended June 30, 2026 (Unaudited) and the Five Years Ended December 31, 2025