Form of Exhibit (d)(238)
| Form of | Exhibit (d)(238) |
INTECH EMERGING MARKETS MANAGED VOLATILITY 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 the
17th day of December 2014, by and between JANUS CAPITAL MANAGEMENT LLC, a Delaware
limited liability company (“Janus”) and INTECH INVESTMENT MANAGEMENT LLC, a Delaware limited
liability company (“INTECH”).
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 INTECH Emerging Markets Managed Volatility 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, INTECH 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 INTECH to furnish investment advisory services with respect
to the Fund, and INTECH 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 INTECH. Janus hereby engages the services of INTECH as subadviser in
furtherance of the Advisory Agreement. INTECH 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) INTECH shall manage the investment operations of the Fund and the composition of its
investment portfolio entrusted to it hereunder, 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 place orders, or direct Janus to place orders, for the purchase or sale of such
securities or other assets with brokers, dealers or others, all 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) INTECH 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 portfolio of the Fund,
the investment decisions of INTECH, and the investment considerations which have given rise to
those decisions;
(c) INTECH shall maintain all books and records required to be maintained by INTECH 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. INTECH 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) INTECH 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) INTECH shall exercise, and/or 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, exercise 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, 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, INTECH 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 INTECH; and
(g) INTECH will provide to Janus for regulatory filings and other appropriate uses materially
accurate and complete information relating to INTECH as may be reasonably requested by Janus from
time to time and, notwithstanding anything herein to the contrary, INTECH 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 INTECH to Janus, provided, however, that
INTECH shall not be liable to the extent that any Damages are based upon inaccuracies or omissions
made in reliance upon information furnished to INTECH by Janus.
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2. Further Obligations. In all matters relating to the performance of this Agreement,
INTECH shall act in conformity with the Trust’s Trust Instrument, bylaws and currently 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 INTECH 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 INTECH continuously and fully informed (or cause the custodian of the Fund’s
assets to keep INTECH 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 INTECH 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 INTECH with any further materials or information which INTECH may reasonably
request to enable it to perform its function under this Agreement; and
(d) To compensate INTECH for its services in accordance with the provisions of Section 4
hereof.
4. Compensation. Janus shall pay to INTECH for its services under this Agreement a
fee calculated and payable for each day that this Agreement is in effect, of 1/365 of 0.475% of the
first $2,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of 0.46%
of the next $1,000,000,000 of the average daily closing net asset value of the Fund, plus 1/365 of
0.45% of the average daily closing net asset value of the Fund in excess of $3,000,000,000 (1/366
of 0.475% of the first $2,000,000,000 of the average daily closing net asset value of the Fund,
plus 1/366 of 0.46% of the next $1,000,000,000 of the average daily closing net asset value of the
Fund, plus 1/366 of 0.45% of the average daily closing net asset value of the Fund in excess of
$3,000,000,000 in a leap year), net of any reimbursement of expenses incurred, fees waived by
Janus, or any recoupment of such reimbursement or fee reduction, each of which are shared equally
between Janus and INTECH). Fees paid to INTECH 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.
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5. Expenses. INTECH shall pay all its own costs and expenses incurred in rendering its
service under this Agreement.
6. Representations of INTECH. INTECH hereby represents, warrants and covenants to
Janus as follows:
(a) INTECH: (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 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 INTECH 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 INTECH that could have a material
adverse effect upon INTECH’s ability to fulfill its obligations under this Agreement.
(b) INTECH 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, the president or a vice president of INTECH shall certify to
Janus that INTECH has complied with the requirements of Rule 17j-1 during the previous year and
that there has been no violation of INTECH’s 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,
INTECH shall permit Janus, its employees or its agents to examine the reports required to be made
to INTECH by Rule 17j-1(c)(1) and all other records relevant to INTECH’s code of ethics.
(c) INTECH 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. Representations of Janus. Janus hereby represents, warrants and covenants to
INTECH as follows:
(a) Janus (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 fulfilling its obligations under 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 fulfill its
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obligations under this
Agreement; (iv) has the legal and corporate authority to enter into and perform this Agreement; and
(v) will immediately notify INTECH of the occurrence of any event that would disqualify Janus 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 that could have a material adverse effect upon Janus’ ability to fulfill its
obligations under this Agreement.
(b) Janus has adopted a written code of ethics complying with the requirements of Rule 17j-1
under the 1940 Act and will provide INTECH with a copy of such code of ethics, together with
evidence of its adoption.
(c) Janus has provided INTECH 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 INTECH.
8. Term. This Agreement shall become effective as of the date first set forth above
and shall continue in effect until February 1, 2016 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 INTECH, 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.
9. 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 INTECH at its principal place of business. This Agreement may be
terminated (i) by Janus or by INTECH at any time, without penalty by giving 60 days’ advance
written notice of termination to the other party, or (ii) by Janus or the Trust without advance
notice if INTECH becomes unable to discharge its duties and obligations under this Agreement. In
addition, this Agreement shall terminate, without penalty, upon termination of the Advisory
Agreement.
10. Assignment. This Agreement shall automatically terminate in the event of its
assignment.
11. 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
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Janus, INTECH 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).
12. 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.
13. Limitation of Liability of INTECH. Janus will not seek to hold INTECH, and INTECH
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, “INTECH” shall include any affiliate of INTECH
performing services for the Fund contemplated hereunder and directors, officers and employees of
INTECH and such affiliates.
14. Activities of INTECH. The services of INTECH hereunder are not to be deemed to be
exclusive, and INTECH 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 INTECH 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
INTECH as directors, officers and shareholders of INTECH, that directors, officers, employees and
shareholders of INTECH are or may become similarly interested in the Trust, and that INTECH may
become interested in the Trust as a shareholder or otherwise.
15. 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 INTECH by Janus, the Trust or
the Fund shall not diminish or relieve in any way the liability of INTECH for any of its duties and
responsibilities under this Agreement.
16. 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.
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| (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 |
|||
| (b) | To INTECH at: | ||
| INTECH Investment Management LLC 000 Xxxxxxxxxx Xxxx, Xxxxx 0000 Xxxx Xxxx Xxxxx, Xxxxxxx 00000 Attention: General Counsel Phone: (000) 000-0000 Fax: (000) 000-0000 |
|||
| (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 |
17. 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.
18. 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized officers designated below as of the first date written above.
| JANUS CAPITAL MANAGEMENT LLC |
||||
| By: | ||||
| Name: Xxxxxxxxx Xxxxxxxxxx | ||||
| Title: Vice President and Assistant General Counsel | ||||
| INTECH INVESTMENT MANAGEMENT LLC |
||||
| By: | ||||
| Name: Xxxxxx X. Xxxxxx | ||||
| Title: Senior Vice President and General Counsel | ||||
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