Form of Exhibit (d)(197)
| Form of | Exhibit (d)(197) |
JANUS ASIA EQUITY FUND
(a Series of Janus Investment Fund)
(a Series of Janus Investment Fund)
This SUB-ADVISORY AGREEMENT (the “Agreement”) is entered into effective as of this
[29th] day of [July], 2011, by and between JANUS CAPITAL MANAGEMENT LLC, a Delaware
limited liability company (“Janus”) and JANUS CAPITAL SINGAPORE PTE. LIMITED (“Janus Singapore”).
WHEREAS, Janus has entered into an Investment Advisory Agreement (the “Advisory Agreement”)
with Janus Investment Fund, a Massachusetts business trust (the “Trust”) and an open-end,
management investment company registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), with respect to Janus Asia Equity Fund, a series of the Trust (the “Fund”) pursuant to
which Janus has agreed to provide investment advisory services with respect to the Fund; and
WHEREAS, Janus Singapore is engaged in the business of rendering investment advisory services
and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”); and
WHEREAS, Janus desires to retain Janus Singapore to furnish investment advisory services with
respect to the Fund, and Janus Singapore is willing to furnish such services;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Duties of Janus Singapore. Janus hereby engages the services of Janus Singapore as
subadviser in furtherance of the Advisory Agreement. Janus Singapore agrees to perform the
following duties, subject to the oversight of Janus and to the overall control of the officers and
the Board of Trustees (the “Trustees”) of the Trust:
(a) Janus Singapore shall manage the investment operations of the Fund and the composition of
its investment portfolio, shall determine without prior consultation with the Trust or Janus, what
securities and other assets of the Fund will be acquired, held, disposed of or loaned, and shall
direct Janus with respect to the execution of trades in connection with such determinations, in
conformity with the investment objectives, policies and restrictions and the other statements
concerning the Fund in the Trust’s trust instrument, as amended from time to time (the “Trust
Instrument”), bylaws and registration statements under the 1940 Act and the Securities Act of 1933,
as amended (the “1933 Act”), the Advisers Act, the rules thereunder and all other applicable
federal and state laws and regulations, and the provisions of the Internal Revenue Code of 1986, as
amended (the “Code”), applicable to the Trust, on behalf of the Fund, as a regulated investment
company;
(b) Janus Singapore shall cause its officers to attend meetings and furnish oral or written
reports, as the Trust or Janus may reasonably require, in order to keep Janus, the Trustees and
appropriate officers of the Trust fully informed as to the condition of the investment
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portfolio of the Fund, the investment decisions of Janus Singapore, and the investment
considerations which have given rise to those decisions;
(c) Janus Singapore shall maintain all books and records required to be maintained by Janus
Singapore pursuant to the 1940 Act, the Advisers Act, and the rules and regulations promulgated
thereunder, as the same may be amended from time to time, with respect to transactions on behalf of
the Fund, and shall furnish the Trustees and Janus with such periodic and special reports as the
Trustees or Janus reasonably may request. Janus Singapore hereby agrees that all records which it
maintains for the Fund or the Trust are the property of the Trust, agrees to permit the reasonable
inspection thereof by the Trust or its designees and agrees to preserve for the periods prescribed
under the 1940 Act and the Advisers Act any records which it maintains for the Trust and which are
required to be maintained under the 1940 Act and the Advisers Act, and further agrees to surrender
promptly to the Trust or its designees any records which it maintains for the Trust upon request by
the Trust;
(d) Janus Singapore shall submit such reports relating to the valuation of the Fund’s assets
and to otherwise assist in the calculation of the net asset value of shares of the Fund as may
reasonably be requested;
(e) Janus Singapore shall provide Janus with such assistance and advice as Janus may
reasonably request as to the manner in which to exercise, on behalf of the Fund, such voting
rights, subscription rights, rights to consent to corporate action and any other rights pertaining
to the Fund’s assets that may be exercised, in accordance with any policy pertaining to the same
that may be adopted or agreed to by the Trustees of the Trust, so that Janus may exercise such
rights, or, in the event that the Trust retains the right to exercise such voting and other rights,
to furnish the Trust with advice as may reasonably be requested as to the manner in which such
rights should be exercised;
(f) At such times as shall be reasonably requested by the Trustees or Janus, Janus Singapore
shall provide the Trustees and Janus with economic, operational and investment data and reports,
including without limitation all information and materials reasonably requested by or requested to
be delivered to the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and shall make
available to the Trustees and Janus any economic, statistical and investment services normally
available to similar investment company clients of Janus Singapore; and
(g) Janus Singapore will provide to Janus for regulatory filings and other appropriate uses
materially accurate and complete information relating to Janus Singapore as may be reasonably
requested by Janus from time to time and, notwithstanding anything herein to the contrary, Janus
Singapore shall be liable to Janus for all damages, costs and expenses, including without
limitation reasonable attorney’s fees (hereinafter referred to collectively as “Damages”), incurred
by Janus as a result of any material inaccuracies or omissions in such information provided by
Janus Singapore to Janus, provided, however, that Janus Singapore shall not be liable to the extent
that any Damages are based upon inaccuracies or omissions made in reliance upon information
furnished to Janus Singapore by Janus.
2. Further Obligations. In all matters relating to the performance of this Agreement,
Janus Singapore shall act in conformity with the Trust’s Trust Instrument, bylaws and currently
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effective registration statements under the 1940 Act and the 1933 Act and any amendments or
supplements thereto (the “Registration Statements”) and with the written policies, procedures and
guidelines of the Fund, and written instructions and directions of the Trustees and Janus and shall
comply with the requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all other
applicable federal and state laws and regulations. Janus agrees to provide to Janus Singapore
copies of the Trust’s Trust Instrument, bylaws, Registration Statement, written policies,
procedures and guidelines and written instructions and directions of the Trustees and Janus, and
any amendments or supplements to any of them at, or, if practicable, before the time such materials
become effective.
3. Obligations of Janus. Janus shall have the following obligations under this
Agreement:
(a) To keep Janus Singapore continuously and fully informed (or cause the custodian of the
Fund’s assets to keep Janus Singapore so informed) as to the composition of the investment
portfolio of the Fund and the nature of all of the Fund’s assets and liabilities from time to time;
(b) To furnish Janus Singapore with a certified copy of any financial statement or report
prepared for the Fund by certified or independent public accountants and with copies of any
financial statements or reports made to the Fund’s shareholders or to any governmental body or
securities exchange;
(c) To furnish Janus Singapore with any further materials or information which Janus Singapore
may reasonably request to enable it to perform its function under this Agreement; and
(d) To compensate Janus Singapore for its services in accordance with the provisions of
Section 4 hereof.
4. Compensation. Janus shall pay to Janus Singapore for its services under this
Agreement a fee equal to 50% of the advisory fee payable to Janus from the Fund (net of any
performance fee adjustment, reimbursement of expenses incurred or fees waived by Janus). Fees paid
to Janus Singapore shall be computed and accrued daily and payable monthly as of the last day of
each month during which or part of which this Agreement is in effect. For the month during which
this Agreement becomes effective and the month during which it terminates, however, there shall be
an appropriate proration of the fee payable for such month based on the number of calendar days of
such month during which this Agreement is effective.
5. Expenses. Janus Singapore shall pay all its own costs and expenses incurred in
rendering its service under this Agreement.
6. Representations of Janus Singapore. Janus Singapore hereby represents, warrants
and covenants to Janus as follows:
(a) Janus Singapore: (i) is registered as an investment adviser under the Advisers Act and
will continue to be so registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from performing the services
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contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory organization necessary to be met in
order to perform the services contemplated by this Agreement; (iv) has the legal and corporate
authority to enter into and perform the services contemplated by this Agreement; and (v) will
immediately notify Janus of the occurrence of any event that would disqualify Janus Singapore from
serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act
or otherwise, and of the institution of any administrative, regulatory or judicial proceeding
against Janus Singapore that could have a material adverse effect upon Janus Singapore’ ability to
fulfill its obligations under this Agreement.
(b) Janus Singapore has adopted a written code of ethics complying with the requirements of
Rule 17j-1 under the 1940 Act and, to the extent it is a separate Code of Ethics from that of
Janus, will provide Janus with a copy of such code of ethics, together with evidence of its
adoption, and any material changes thereto. Within 45 days after the end of the last calendar
quarter of each year that this Agreement is in effect, a director of Janus Singapore shall certify
to Janus that Janus Singapore has complied with the requirements of Rule 17j-1 during the previous
year and that there has been no violation of Janus Singapore’ code of ethics or, if such a
violation has occurred, that appropriate action was taken in response to such violation. Upon the
written request of Janus, Janus Singapore shall permit Janus, its employees or its agents to
examine the reports required to be made to Janus Singapore by Rule 17j-1(c)(1) and all other
records relevant to Janus Singapore’ code of ethics.
(c) Janus Singapore has provided Janus with a copy of its Form ADV as most recently filed with
the U.S. Securities and Exchange Commission (“SEC”) and will, promptly after filing any amendment
to its Form ADV with the SEC, furnish a copy of such amendment to Janus.
7. Term. This Agreement shall become effective as of the date first set forth above
and shall continue in effect until February 1, 2013, unless sooner terminated in accordance with
its terms, and shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by (a) the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of the Trust, Janus or Janus
Singapore, cast in person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and (b) either the Trustees of the Trust or the affirmative vote of a
majority of the outstanding voting securities of the Fund. The annual approvals provided for
herein shall be effective to continue this Agreement from year to year if given within a period
beginning not more than ninety (90) days prior to February 1 of each applicable year,
notwithstanding the fact that more than three hundred sixty-five (365) days may have elapsed since
the date on which such approval was last given.
8. Termination. This Agreement may be terminated at any time, without penalty, by the
Trustees or by the shareholders of the Fund acting by vote of at least a majority of its
outstanding voting securities, provided in any such case that 60 days’ advance written notice of
termination be given to Janus Singapore at its principal place of business. This Agreement may be
terminated (i) by Janus at any time, without penalty by giving 60 days’ advance written notice of
termination to Janus Singapore; (ii) by Janus Singapore at any time, without penalty by giving
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90 days’ advance notice to Janus and the Trust, unless Janus or the Trust requests additional
time to find a replacement for Janus Singapore, in which case Janus Singapore shall allow the
additional time requested by Janus or the Trust not to exceed 90 days’ beyond the initial 90 days’
notice period unless otherwise agreed to by Janus, the Trust and Janus Singapore; or (iii) by Janus
or the Trust without advance notice if Janus Singapore becomes unable to discharge its duties and
obligations under this Agreement. In addition, this Agreement shall terminate, without penalty,
upon the termination of the Advisory Agreement.
9. Assignment. This Agreement shall automatically terminate in the event of its
assignment.
10. Amendments. This Agreement may be amended by the parties only in a written
instrument signed by the parties to this Agreement and only if such amendment is specifically
approved (i) by a majority of the Trustees, including a majority of the Trustees who are not
interested persons (as that phrase is defined in Section 2(a)(19) of the 0000 Xxx) of the Trust or
Janus, Janus Singapore or their affiliates, and (ii) if required by applicable law, by the
affirmative vote of a majority of the outstanding voting securities of the Fund (as that phrase is
defined in Section 2(a)(42) of the 1940 Act).
11. Limitation on Personal Liability. All parties to this Agreement acknowledge and
agree that the Trust is a series trust and all debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular series shall be
enforceable against the assets held with respect to such series only, and not against the assets of
the Trust generally or against the assets held with respect to any other series and further that no
Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable
for any of the foregoing.
12. Limitation of Liability of Janus Singapore. Janus will not seek to hold Janus
Singapore, and Janus Singapore shall not be, liable for any error of judgment or mistake of law or
for any loss arising out of any investment or for any act or omission taken with respect to the
Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties hereunder and except to
the extent otherwise provided by law. As used in this section, “Janus Singapore” shall include any
affiliate of Janus Singapore performing services for the Fund contemplated hereunder and directors,
officers and employees of Janus Singapore and such affiliates.
13. Activities of Janus Singapore. The services of Janus Singapore hereunder are not
to be deemed to be exclusive, and Janus Singapore is free to render services to other parties, so
long as its services under this Agreement are not materially adversely affected or otherwise
impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director,
officer or employee of Janus Singapore to engage in any other business or to devote his or her time
and attention in part to the management or other aspects of any other business, whether of a
similar or a dissimilar nature. It is understood that Trustees, officers and shareholders of the
Trust are or may become interested in Janus Singapore as directors, officers and shareholders of
Janus Singapore, that directors, officers, employees and shareholders of Janus Singapore are or may
become similarly interested in the Trust, and that Janus Singapore may become interested in the
Trust as a shareholder or otherwise.
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14. Third Party Beneficiary. The parties expressly acknowledge and agree that the
Trust is a third party beneficiary of this Agreement and that the Trust shall have the full right
to xxx upon and enforce this Agreement in accordance with its terms as if it were a signatory
hereto. Any oversight, monitoring or evaluation of the activities of Janus Singapore by Janus, the
Trust or the Fund shall not diminish or relieve in any way the liability of Janus Singapore for any
of its duties and responsibilities under this Agreement.
15. Notices. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered personally or by overnight delivery service or
mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by
facsimile addressed to the parties at their respective addresses set forth below, or at such other
address as shall be designated by any party in a written notice to the other party.
| (a) | To Janus at: | ||
| Janus Capital Management LLC 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: General Counsel Phone: (000) 000-0000 Fax: (000) 000-0000 |
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| (b) | To Janus Singapore at: | ||
| Janus Capital Singapore Pte. Limited 0 Xxxxxxx Xxx #00-00 XXX Xxxxx Xxxxxxxxx 000000 Attention: Legal Departement Phone: x00.0000.0000 Fax: x00.0000.0000 |
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| (c) | To the Trust at: | ||
| Janus Investment Fund 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Chief Legal Counsel Phone: (000) 000-0000 Fax: (000) 000-0000 |
16. Certain Definitions. The terms “vote of a majority of the outstanding voting
securities,” “assignment,” “approved at least annually,” and “interested persons” shall have the
respective meanings specified in the 1940 Act, as now in effect or hereafter amended, and the rules
and regulations thereunder, subject to such orders, exemptions and interpretations as may be issued
by the SEC under the 1940 Act and as may be then in effect.
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17. Governing Law. This Agreement shall be construed in accordance with the laws of
the State of Colorado (without giving effect to the conflicts of laws principles thereof) and the
1940 Act. To the extent that the applicable laws of the State of Colorado conflict with the
applicable provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers designated below as of the day and year first above written.
| JANUS CAPITAL MANAGEMENT LLC |
||||
| By: | ||||
| Xxxxxxxxx Xxxxxxxxxx-Xxxxxx | ||||
| Vice President | ||||
| JANUS CAPITAL SINGAPORE PTE. LIMITED |
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| By: | ||||
| Xxxxxxx Xxxxxx | ||||
| Director | ||||
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