EXHIBIT (d)(2)(I)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (this "Agreement") made as of ___________, 2001
by and between LSA Asset Management LLC, a Delaware limited liability company
(the "Manager"), and Janus Capital Corporation, a Colorado corporation (the
"Adviser").
WHEREAS, the Manager is registered with the Securities and Exchange
Commission (the "SEC") as an investment adviser under the Investment Advisers
Act of 1940, and the rules and regulations thereunder, as amended from time to
time (the "Advisers Act"); and
WHEREAS, LSA Variable Series Trust is a Delaware business trust (the
"Trust") registered with the SEC as an open-end management investment company
under the Investment Company Act of 1940, and the rules and regulations
thereunder, as amended from time to time (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
in one or more investment portfolios, which are offered for sale exclusively to
separate accounts of life insurance companies as funding options under variable
life insurance and variable annuity contracts, and
WHEREAS, the Trust has appointed the Manager to serve as the investment
manager for one or more of the Trust's investment portfolios pursuant to a
Management Agreement, dated October 1, 1999, (the "Management Agreement") and
annually approved by the Board of Trustees of the Trust (the "Trustees") ; and
WHEREAS, the Trust and the Manager have obtained, among other relief,
an exemption from Section 15(a) of the 1940 Act, pursuant to an order, dated
October 4, 1999, of the SEC, permitting the Manager, subject to certain
conditions, to enter into and materially amend sub-advisory agreements without
shareholder approval; and
WHEREAS, the Management Agreement authorizes the Manager to select and
contract with other investment advisers to manage the investments and determine
the composition of the assets of, LSA Capital Appreciation, an investment
portfolio of the Trust (the "Fund") in the manner and on the terms and
conditions set forth in the Management Agreement, subject to the general
supervision of the Trustees; and
WHEREAS, the Adviser is registered with the SEC as an investment
adviser under the Advisers Act; and
WHEREAS, the Manager desires to retain the Adviser to furnish
investment management services with respect to the Fund, and the Adviser desires
to furnish such services in the manner and on the terms and conditions set forth
in this Agreement.
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, the Manager and the Adviser agree as follows:
1. APPOINTMENT. The Manager hereby appoints the Adviser to serve as an
investment adviser for the Fund, in the manner and on the terms and conditions
set forth in this Agreement. The Adviser accepts its appointment as investment
adviser and agrees to furnish the services herein set forth for the compensation
herein provided.
2. SUB-ADVISORY SERVICES.
(a) The Adviser shall, subject to the supervision of the Manager and
the Trustees, and in cooperation with the custodian and administrator appointed
by the Manager performing the duties of a custodian (the "Custodian"), and
administrator (the "Administrator") manage the investment and reinvestment of
the assets of the Fund. The Adviser shall manage the Fund in conformity with:
i) The investment objective, policies and restrictions of the
Fund as provided for Adviser's prior review and comment not less than
ten (10) business days in advance or as otherwise agreed to by the
parties, and as set forth the Fund's then-current registration
statement, as filed with the SEC from time to time; and
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ii) Any procedures, policies or guidelines established by the
Manager or the Trustees and furnished in writing to the Adviser for
its prior approval not less than ten (10) business days in advance,
which approval shall not be unreasonably withheld; and
iii) The provisions of Subchapter M of the Internal Revenue Code
of 1986, and the rules and regulations thereunder, as amended from
time to time (the "Code"), and
iv) Other applicable provisions of the Code, including, without
limitation, the diversification requirements under Section 817(h) of
the Code; and
v) The provisions of the 1940 Act and all other applicable
federal and state laws and regulations (collectively, the "Investment
Guidelines").
Subject to the foregoing, the Adviser is authorized, in its discretion
and without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund, without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover or any
tax considerations, and the majority or the whole of the Fund may be invested in
such proportions of stocks, bonds, other securities or investment instruments,
or cash, as the Adviser shall, in its best judgment, determine. Notwithstanding
any provisions of this Section 2(a) to the contrary, the Adviser shall, upon
written instructions from the Manager, effect such portfolio transactions for
the Fund as the Manager shall determine are necessary in order for the Fund to
comply with the above enumerated requirements. Adviser makes no representation
or warranty, express or implied, that any level of performance or investment
results will be achieved by the Fund or that the Fund will perform comparably
with any standard or index, including other clients of Adviser, whether public
or private.
The Adviser shall furnish the Manager, the Custodian and the
Administrator, as appropriate, with monthly, quarterly and annual reports
concerning transactions, performance, and management of the Fund in such form as
the Manager may reasonably request to assure comparability with other
information provided to the Board of Trustees, provided, however that Adviser
shall not be responsible for Fund accounting and shall not be required to
generate information derived from Fund accounting data, and agrees to review the
Fund and discuss the management of the Fund with representatives or agents of
the Manager, or the Administrator, at their reasonable request. The Adviser
shall permit access to all books and records with respect to the Fund during
normal business hours, on reasonable notice. The Adviser shall also provide the
Manager, or the Administrator, with such other information and reports as the
Manager or the Administrator may reasonably request from time to time. The
Adviser shall use commercially reasonable efforts to make senior portfolio
manager(s) or other appropriate Janus representatives
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available for presentations to the Trustees at a meeting of the Board of
Trustees at least annually, as well as other meetings as may be reasonably
requested.
(b) The Adviser shall make available to the Manager, promptly upon
request, any of the Fund's investment records and ledgers as are necessary to
assist the Manager to comply with the requirements of the 1940 Act and the
Advisers Act, as well as other applicable laws and regulations, and will furnish
to regulatory authorities having the requisite authority any information or
reports relating to its services under this Agreement that may be requested in
order to ascertain whether the Fund is being managed in a manner consistent with
applicable laws and regulations.
(c) The Adviser shall, in connection with the purchase and sale of
securities for the Fund, arrange for the transmission to the Custodian on a
daily basis, such confirmations, trade tickets, and other documents and
information, including, but not limited to, Cusip, Sedol, or other numbers that
identify securities to be purchased or sold on behalf of the Fund, as may be
reasonably necessary to enable the Custodian to perform its responsibilities
with respect to the Fund, and, with respect to portfolio securities to be
purchased or sold through the Depository Trust Company, and will arrange for the
transmission of the confirmation of such trades to the Custodian.
(d) The Adviser shall prepare and file any schedule or notification
required by Regulation 13D-G under the Securities Exchange Act of 1934, as
amended and shall use reasonable commercial efforts to inform Manager with
regard to passive foreign investment credits held by the Fund. However, Adviser
shall not be responsible for the preparation or filing of any other reports
required of the Manager or the Fund by any governmental or regulatory agency,
except as expressly agreed to in writing.
(e) The Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the securities
held by the Fund. The Adviser shall instruct the Custodian, the Administrator,
and other parties providing services to the Fund to promptly forward misdirected
proxy materials to the Adviser.
(f) The Manager shall perform quarterly and annual tax compliance tests
to ensure that the Fund is in compliance with Subchapter M of the Code and
Section 817(h) of the Code. In connection with such compliance tests, the
Manager shall prepare and provide reports to the Adviser within ten (10)
business days of a calendar quarter end relating to the diversification of the
Fund under Subchapter M and Section 817(h) of the Code. The Adviser shall review
such reports for purposes of determining compliance with such diversification
requirements. If it is determined that the Fund is not in compliance with the
requirements noted above, the Adviser, in
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consultation with the Manager, will take prompt action to bring the Fund back
into compliance within the time permitted under the Code.
(g) Adviser shall have no responsibility to monitor the 90%-source test
or perform other such testing or monitoring for which Adviser determines it has
not been provided sufficient information. . All such testing or monitoring shall
be the responsibility of Manager.
3. FUND TRANSACTIONS. In connection with purchases or sales of portfolio
securities for the account of the Fund, neither the Adviser nor any of its
partners, officers, employees or affiliates will act as a principal, except as
otherwise permitted by law. The Adviser or its agents will arrange for the
placing of orders for the purchase and sale of portfolio securities for the
account of the Fund with brokers or dealers selected by Adviser. In the
selection of such brokers or dealers and the placing of such orders the Adviser
is directed at all times to seek for the Fund the most favorable execution and
net price available, in compliance of Section 28(e) of the Securities Exchange
Act of 1934 under that Act. It is also understood that it is desirable for the
Fund that the Adviser have access to supplemental investment and market research
and security and economic analyses provided by brokers who may execute brokerage
transactions at a higher cost to the Fund than may result when allocating
brokerage to other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Adviser is authorized to consider such
services provided to the Fund and other accounts over which the Adviser or any
of its affiliates exercises investment discretion and to place orders for the
purchase and sale of securities for the Fund with such brokers, subject to
review by the Manager from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Adviser in connection with its services to
other clients. The Adviser may, on occasions when it deems the purchase or sale
of a security to be in the best interests of the Fund as well as its other
clients, aggregate, to the extent permitted by applicable laws and rules, the
securities to be sold or purchased in order to obtain the most favorable
execution and net price. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction will be
made by the Adviser in the manner it considers to be the most equitable and
consistent with, its obligations to the Fund and to such other clients. The
Adviser is not, however, required to aggregate securities orders.
4. BOOKS AND RECORDS.
(a) The Adviser shall, on behalf of the Trust, maintain and keep
current, and preserve in the form and for the periods required by Rule 31a-2
under the 1940 Act, all books, accounts, and other documents relating to the
assets and investments of the Fund for which the Adviser has responsibility, and
that the Trust is required by Rule 31a-1 under the 1940 Act to so maintain and
keep. In accordance with Rule 31a-3 under the 1940 Act, the Adviser agrees that
such records
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are the property of the Trust, and the Adviser shall promptly surrender such
records to the Manager upon the Manager's or Trust's request; provided, however,
that the Adviser may, at its own expense, make and retain a copy of such
records, subject to the provisions of Section 18 of this Agreement.
(b) The Adviser shall maintain, and preserve in the form and for the
periods required by Rule 204-2 under the Advisers Act, such accounts, books and
other documents relating to the Adviser's services under this Agreement as are
required to be maintained by that rule.
5. ADVISER'S DISCLOSURE. The Manager has received a current copy of the
Adviser's Investment Adviser Registration on Form ADV, as filed with the SEC.
The Adviser agrees to provide the Manager with current copies of the Adviser's
Form ADV, and any supplements or amendments thereto, as filed with the SEC, and
such other current documents as may reasonably be requested by the Manager.
6. COMPLIANCE. The Adviser agrees that it shall promptly notify the
Manager in the event that the SEC has censured the Adviser; placed limitations
upon its activities, functions or operations; or suspended or revoked its
registration as an investment adviser.
7. CHANGE IN ADVISORY PERSONNEL. The Adviser shall promptly notify the
Manager of any change in the personnel of the Adviser with responsibility for
making investment decisions in relation to the Fund or who have been authorized
to give instructions to the Custodian or the Administrator.
8. USE OF CERTAIN INFORMATION. The Adviser shall not publicly use any
information relating to the Manager, the Trust or any Fund, or to any life
insurance company or separate account thereof that is a shareholder of the
Trust, other than as expressly permitted under this Agreement, unless such
information and its proposed use have been submitted to the Manager for approval
prior to use and the Manager does not reasonably object in writing to such use
within ten (10) business days after receiving such materials.
9. COMPENSATION. For the services provided, the Manager will pay the
Adviser a fee accrued and computed daily and payable monthly in arrears, based
on the aggregate average daily net assets of the Fund at the following annual
rate: .55% on the first $100 million, .50% on the next $400 million, and .45% on
amounts in excess of $500 million. For the purpose of accruing compensation, the
net assets of the Fund will be determined in the manner provided for in the
then-current prospectus of the Fund. The Adviser shall not be entitled to
receive any
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payment for the performance of its services hereunder from the Trust or the Fund
and shall look solely and exclusively to the Manager for payment of all fees for
such services.
10. EXPENSES. Except for expenses specifically assumed or agreed to be paid
by the Adviser pursuant hereto, the Adviser shall not be liable for any expenses
of the Manager, the Trust or any Fund, including, without limitation, (i)
interest and taxes, (ii) brokerage commissions and other costs in connection
with the purchase or sale of securities or other investment instruments with
respect to the Fund, and (iii) Custodian and Administrator fees and expenses.
The Adviser will pay its own expenses incurred in furnishing the services to be
provided by it pursuant to this Agreement.
11. SERVICES NOT EXCLUSIVE. It is understood that the services of the
Adviser are not exclusive, and nothing in this Agreement shall prevent the
Adviser (or its affiliates) from providing similar services to other clients, or
from engaging in other activities.
12. INDEPENDENT CONTRACTOR. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Manager from time to time, have no
authority to act for or represent the Manager in any way or otherwise be deemed
its agent.
13. COOPERATION. Each party to this Agreement agrees to cooperate with each
other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC and state
regulatory authorities) in connection with any investigation or inquiry relating
to this Agreement.
14. REPRESENTATIONS AND WARRANTIES. Each party hereto represents and
warrants to the other parties hereto that it:
(a) is a duly registered investment adviser under the Advisers Act and
a duly registered investment adviser in all jurisdictions in which it is
required to be so registered, and will continue to be so registered for so long
as this Agreement remains in effect; and
(b) has the authority to enter into this Agreement and to perform its
obligations under this Agreement.
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15. LIABILITY. Except as provided in Section 16 and as may otherwise be
required by applicable law, the Manager agrees that the Adviser, any affiliated
person of the Adviser, and each person, if any, who controls the Adviser within
the meaning of Section 15 of the Securities Act, shall not be liable for, or
subject to any losses, claims, damages, liabilities or expenses in connection
with any act or omission connected with or arising out of any services rendered
under this Agreement, except by reason of wilful misconduct, bad faith, or gross
negligence in the performance of the Adviser's duties, or by reason of reckless
disregard of the Adviser's obligations and duties under this Agreement.
16. INDEMNIFICATION.
(a) The Adviser shall indemnify and hold harmless the Manager and the
Trust, and each trustee, director, manager, officer, employee or agent of the
Manager and the Trust, and each person, if any, who controls the Manager and the
Trust within the meaning of Section 15 of the Securities Act (collectively, the
"Indemnified Parties" for purposes of this Section 16(a)) against any and all
losses, claims, damages, liabilities or expenses (including reasonably
attorneys' fees and amounts paid in settlement with the written consent of the
Adviser) to which the Indemnified Parties may become subject under any statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon:
i) Any wilful misconduct, bad faith, or gross negligence by the
Adviser in the performance of its obligations or services under this
Agreement or the Adviser's reckless disregard of its obligations or
services under this Agreement; or
ii) Any untrue statement or alleged untrue statement of a
material fact contained in any information furnished by Adviser for
use in any registration statement, prospectus, statement of additional
information, proxy statement, advertisement, sales literature, or
other material relating to the Fund, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statement or statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished to the Manager or the Trust by or on behalf of
the Adviser; or
iii) Any failure, regardless of cause, by the Adviser to manage
the Fund in full compliance with Subchapter M of the Code; or
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iv) Any failure, regardless of cause, by the Adviser to manage
the Fund in full compliance with the diversification requirements of
Section 817(h) of the Code, and the rules and regulations thereunder,
as amended from time to time; or
v) Any material breach of any representation, warranty, or
agreement made by the Adviser under this Agreement;
Provided, however, that in no case is the Adviser's indemnity in favor of the
Indemnified Parties to be deemed to protect such persons against any liability
to which any such persons would otherwise be subject by reason of wilful
misconduct, bad faith or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
(b) The Manager shall indemnify and hold harmless the Adviser, and
each trustee, director, manager, officer, employee or agent of the Adviser, and
each person, if any, who controls the Adviser within the meaning of Section 15
of the Securities Act (collectively, the "Indemnified Parties" for purposes of
this Section 16(b)) against any and all losses, claims, damages, liabilities or
expenses (including reasonably attorneys' fees and amounts paid in settlement
with the written consent of the Adviser) to which the Indemnified Parties may
become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses arise out of or
are based upon:
i) Any wilful misconduct, bad faith, or gross negligence by the
Manager in the performance of its obligations or services under this
Agreement, or the Manager's reckless disregard of its obligations or
services under this Agreement; or
ii) Any material breach of any representation, warranty, or
agreement made by the Manager under this Agreement;
iii) Any untrue statement or alleged untrue statement of a
material fact contained in any information which has been prepared by
Managerl relating to the Fund, or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statement or statements therein not misleading,
if such statement or omission was made in reliance upon information
furnished to the Adviser by or on behalf of the Manager.
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Provided, however, that in no case is the Manager's indemnity in favor of the
Indemnified Parties to be deemed to protect such persons against any liability
to which any such persons would otherwise be subject by reason of wilful
misconduct, bad faith or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
17. TERM AND TERMINATION.
(a) This Agreement shall take effect as of the date hereof, and shall
continue in effect for a period more than two years from the date of its
execution only so long as such continuance is specifically approved at least
annually by the Trustees; provided, however, that in addition to the foregoing,
this Agreement shall not take effect or be renewed or performed unless the terms
of this Agreement and any renewal of this Agreement have been approved by the
vote of a majority of Trustees, who are not parties to this Agreement or
"interested persons" (as defined in Section 2(a)(19) of the 0000 Xxx) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. The Adviser shall be without the protection accorded by shareholder
approval of an investment adviser's receipt of compensation under Section 36(b)
of the Act.
(b) This Agreement may be terminated at any time, without payment of
any penalty, by the Manager with the approval of the Trustees immediately upon
written notice to the Adviser or, in the Manager's sole discretion, on not more
than 60-days' written notice to the Adviser.
(c) This Agreement may be terminated at any time, without payment of
any penalty, by the Adviser upon 60-days' written notice to the Manager.
(d) The Agreement shall terminate automatically in the event of its
"assignment" (as defined in Section 2(a)(4) of the 0000 Xxx) or the termination
of the Management Agreement.
18. CONFIDENTIAL TREATMENT.
(a) The parties acknowledge that during the course of this Agreement,
each party may make Confidential Data available to the other party or may
otherwise learn of trade secret or confidential information of the other party
(collectively, hereinafter "Confidential Data"). Confidential Data includes all
information not generally known or used by others and which gives, or may give,
a party an advantage over its competitors or which could cause injury,
embarrassment, or loss of reputation or goodwill if disclosed. Such information
includes, but is
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not necessarily limited to, data which identify or concern past, current or
potential customers, information about business practices, financial results,
research, development, systems and plans; and/or certain information and
material identified by a party as "Confidential"; and/or data one party
furnishes to the other party from its database or third party vendors; and/or
data received from one party and enhanced by the other party. Confidential Data
may be written, oral, recorded, or on tapes, disks or other electronic media.
Because of the sensitive nature of the information that the parties and their
respective personnel may become aware of as a result of this Agreement, the
intent of the parties is that these provisions be interpreted as broadly as
possible to protect Confidential Data.
(b) Each party acknowledges that all Confidential Data furnished by
the other party is considered proprietary and is a matter of strict
confidentiality. Each party also acknowledges that the unauthorized use or
disclosure of any Confidential Data will cause irreparable harm to the other
party. Accordingly, each party agrees that the other party shall be entitled to
equitable relief, including injunction, without the necessity of posting a bond,
and specific performance, in addition to all other remedies available at law or
in equity for any threatened or actual breach of this Agreement or for any
threatened or actual unauthorized use or disclosure of Confidential Data.
(c) Each party agrees that it will employ the same security measures
to Confidential Data received from the other party that it would apply to its
own comparable confidential information (but in no event less than a reasonable
degree of care in handling Confidential Data). Without limiting the generality
of the foregoing, each party further agrees that it will not distribute,
disclose, or convey to third parties any Confidential Data, except as
specifically permitted in this Agreement.
(d) Each party further agrees that: i) only its employees with a
defined need to know shall be granted access to Confidential Data and only after
they have been informed of the confidential nature of the Confidential Data; ii)
Confidential Data shall not be distributed, disclosed or conveyed to any
consultant or subcontractor retained by it except upon the other party's prior
written approval, which shall be conditioned on such consultant or
subcontractors agreeing to be bound by the terms of this Agreement; iii) no
copies or reproductions shall be made of any Confidential Data of the other
party except to effectuate the purpose of this Agreement or with the written
consent of the other party; and d) it shall not make use of any Confidential
Data for its own benefit or for the benefit of any third party.
(e) Each party further agrees that, should third parties request the
party or its consultants or subcontractors to submit Confidential Data of the
other party to them pursuant to subpoena, summons, search warrant or other
lawful process, it will notify the other party immediately upon receipt of such
request. The receiving party shall forward notice via overnight courier to the
other
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party no later than five (5) days after receipt by the receiving party. If the
other party objects to the release of the Confidential Data, the party receiving
the request will permit counsel chosen by the other party to represent it in
order to resist release of the Confidential Data. The party resisting the
release of such Confidential Data will indemnify the other party for any
expenses incurred by it in connection with resisting the release of the
Confidential Data.
(f) Each party agrees that all Confidential Data received from the
other party shall at all times remain the sole property of the other party and,
if in tangible form such as (by way of example and not limitation), in writing
or on tape, disk, or other electronic media, and all copies, shall be returned
to the other party immediately upon termination of the business relationship
between the parties or upon demand at any other time. Except as otherwise
provided by this Agreement, no rights or licenses, express or implied, are
granted by one party to the other under any patents, copyrights, trade secrets,
or other proprietary rights as a result of, or related to this Agreement.
Further, Adviser is the sole owner of the name and xxxx "Xxxxx." Manager shall
not, and shall not permit the Fund to, without prior written consent of Adviser,
use the name or xxxx "Janus" or make representations regarding Adviser or its
affiliates. Prior to Manager's use of any marketing materials containing the
"Janus" xxxx, Manager shall submit to Adviser for approval such materials, which
shall be reviewed within ten (10) business days of written submission. Marketing
materials containing the "Janus" xxxx xxx be used by Manager provided that
Adviser does not reasonably object in writing to the proposed use during the
review period. Upon termination of this Agreement for any reason, Manager shall
immediately cease, and Manager shall cause the Fund to immediately cease, all
use of the Janus name or Xxxxx xxxx.
(g) The obligations set forth in paragraphs (a) through (f) above
shall not apply to: (i) any disclosure specifically authorized in
writing by the parties or (ii) Confidential Data which meets one
or more of the following criteria: (1) has become well known in
the trade, (2) was disclosed to either party by a third party not
under an obligation of confidentiality to the other party, (3)
was independently developed by the party not otherwise in
violation or breach of this Agreement or any other obligation of
the party to the other party, (4) was rightfully known to the
party prior to entering into this Agreement, or is required by
applicable law or governmental authority
19. NOTICE. Any notice, instruction or other communication required or
contemplated by this Agreement shall be in writing. All such communications
shall be addressed to the recipient at the address set forth below, provided
that either party may, by notice, designate a different address for such party.
If to Manager:
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Xxxxxxxx X. Xxxxxxx Chief Operations Officer
LSA Asset Management LLC
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, XX 00000
With a copy to:
Xxxxx X. Xxxxxxxx
Assistant General Counsel
LSA Asset Management LLC
0000 Xxxxxxx Xxxx, Xxxxx XX
Xxxxxxxxxx, XX 00000
If to the Adviser:
Janus Capital Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
20. Miscellaneous.
(a) Any amendments to this agreement will be in writing and signed by
the parties hereto.
(b) This Agreement shall be governed by, and construed in accordance
with, the laws of Delaware, provided that nothing herein shall be construed in a
manner inconsistent with the Advisers Act, or rules or regulations thereunder.
(c) If any provisions of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable. To the extent that any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise with regard to any party hereunder, such provisions with respect to
other parties hereto shall not be affected thereby.
(d) This agreement may be executed in one or more counterparts, each
of which shall be deemed an original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed on its behalf by its duly authorized officer as of the
date first written above.
The Manager:
LSA ASSET MANAGEMENT LLC
By:
--------------------------
Name: Xxxx X. Xxxxxx
--------------------------
Title: President
--------------------------
The Adviser:
Janus Capital Corporation
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
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