Exhibit(d)(3)
SUB-ADVISORY AGREEMENT
This Agreement is made as of the third day of April, 2002 by and between OHIO
NATIONAL INVESTMENTS, INC., an Ohio corporation (the "Adviser"), and JANUS
CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the
"Sub-Adviser").
WHEREAS, OHIO NATIONAL FUND, INC. (the "Fund"), is a Maryland corporation that
is registered under the Investment Company Act of 1940, as amended, (together
with the regulations promulgated pursuant thereto, the "1940 Act"); and
WHEREAS, the Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended, (together with the regulations promulgated
pursuant thereto, the "Advisers Act"); and
WHEREAS, the Adviser has been appointed as investment adviser to the Fund in
accordance with the 1940 Act and the Advisers Act; and
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act and engages in the business of providing investment advisory
services; and
WHEREAS, the Fund has authorized the Adviser to appoint the Sub-Adviser, subject
to the requirements of the 1940 Act and the Advisers Act, as a sub-adviser with
respect to that portion of the assets of the Fund designated as the AGGRESSIVE
GROWTH PORTFOLIO ("Portfolio") of the Fund on the terms and conditions set forth
below;
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
SECTION 1. Investment Advisory Services
----------------------------
(a) The Adviser hereby retains the Sub-Adviser, and the Sub-Adviser hereby
accepts engagement by the Adviser, to supervise and manage on a
fully-discretionary and exclusive basis the cash, securities and other assets of
the Portfolio. The Fund is the owner of all cash, securities and other assets in
the Portfolio, and there are no restrictions on the pledge, hypothecation,
transfer or sale of such cash, securities or assets. To enable the Sub-Adviser
to exercise fully its discretion hereunder, the Adviser hereby appoints the
Sub-Adviser as agent and attorney-in-fact for the Portfolio with full authority
to buy, sell and otherwise deal in securities and other intangible investments
and contracts relating to the same for the Portfolio.
(b) All activities by the Sub-Adviser on behalf of the Adviser and the Portfolio
shall be in accordance with the investment objectives, policies and restrictions
set forth in the 1940 Act and in the Fund's prospectus and statement of
additional information, as amended from time to time (together, the
"Prospectus"). All activities of the Sub-Adviser on behalf of the Adviser and
the Portfolio shall also be subject to the due diligence oversight and direction
of the Adviser.
(c) Subject to the supervision of the Adviser, the Sub-Adviser shall have the
sole and exclusive responsibility to select members of securities exchanges,
brokers, dealers and futures commission merchants for the execution of
transactions of the Portfolio and, when applicable, shall negotiate commissions
in connection therewith. The Sub-Adviser is authorized, subject to the
supervision of the Adviser and the Board of Directors of the Fund, to place
orders for the purchase and sale of the Portfolio's investments with or through
such persons, brokers or dealers, including the Sub-Adviser or affiliates
thereof, and to negotiate commissions to be paid on such transactions in
accordance with the Fund's policy with respect to brokerage as set forth in the
Statement of Additional Information. The Sub-Adviser may, on behalf of the
Portfolio, pay brokerage commissions to a broker which provides brokerage and
research services to the Sub-Adviser in excess of the amount another broker
would have charged for effecting the transaction, provided (i) the Sub-Adviser
determines in good faith that the amount is reasonable in relation to the value
of the brokerage and research services provided by the executing broker in terms
of the particular transaction
or in terms of the Sub-Adviser's overall responsibilities with respect to the
Portfolio and the accounts as to which the Sub-Adviser exercises investment
discretion, (ii) such payment is made in compliance with Section 28(e) of the
Securities Exchange Act of 1934, as amended, and any other applicable laws and
regulations, and (iii) in the opinion of the Sub-Adviser, the total commissions
paid by the Portfolio will be reasonable in relation to the benefits to the
Portfolio over the long term. It is recognized that the services provided by
such brokers may be useful to the Sub-Adviser in connection with the
Sub-Adviser's services to other clients. The Adviser shall provide such
assistance in setting up brokerage or other accounts as the Sub-Adviser may
reasonably request.
(d) In carrying out its obligations to manage the investments and reinvestments
of the assets of the Portfolio, the Sub-Adviser shall: (1) obtain and evaluate
pertinent economic, statistical, financial and other information affecting the
economy generally and individual companies or industries the securities of which
are included in the Portfolio or are under consideration for inclusion therein;
(2) formulate and implement a continuous investment program for the Portfolio
consistent with the investment objectives and related investment policies and
restrictions for such Portfolio as set forth in the Prospectus; and (3) take
such steps as are necessary to implement the aforementioned investment program
by placing orders for the purchase and sale of securities.
(e) In connection with the purchase and sale of securities of the Portfolio, the
Sub-Adviser shall arrange for the transmission to the Adviser and the
Portfolio's custodian on a daily basis such confirmation, trade tickets and
other documents as may be necessary to enable them to perform their
administrative responsibilities with respect to the Portfolio. With respect to
Portfolio securities to be purchased or sold through the Depository Trust
Company, the Sub-Adviser shall arrange for the automatic transmission of the
I.D. confirmation of the trade to the Portfolio's custodian.
(f) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to the Investment Company Act and the rules and regulations
promulgated thereunder with respect to transactions made by it on behalf of the
Portfolio including, without limitation, the books and records required by
Subsections (b)(1), (5), (6), (7), (9), (10) and (11) and Subsection (f) of Rule
31a-1 under the 1940 Act and shall timely furnish to the Adviser all information
relating to the Sub-Adviser's services hereunder needed by the Adviser to keep
such other books and records of the Portfolio required by Rule 31a-1 under the
1940 Act. The Sub-Adviser will also preserve all such books and records for the
periods prescribed in Rule 31a-2 under the 1940 Act, and agrees that such books
and records shall remain the sole property of the Fund and shall be immediately
surrendered to the Fund upon request. The Sub-Adviser further agrees that all
books and records maintained hereunder shall be made available to the Fund or
the Adviser at any time upon reasonable request, including telecopy at the
Adviser's expense without unreasonable delay, during any business day.
(g) The Sub-Adviser shall render such reports to the Adviser and/or to the Board
of Directors of the Fund concerning the investment activity and composition of
the Portfolio in such form and at such intervals as the Adviser or the Board may
from time to time reasonably require, other than proprietary information and
provided that the Sub-Adviser shall not be responsible for portfolio accounting
nor shall it be required to generate information derived from Portfolio
accounting data.
(h) The Sub-Adviser shall be responsible for the preparation and filing of
Schedule 13G and Form 13F on behalf of the Portfolio. The Sub-Adviser shall not
be responsible for the preparation or filing of any reports required of the
Portfolio by any governmental or regulatory agency, except as expressly agreed
to in writing.
(i) The Sub-Adviser shall have no responsibility to monitor certain limitations
or restrictions, including without limitation, the 90%-source test, for which
the Sub-Adviser determines it has not been provided sufficient information in
accordance with Section 8 of this Agreement or otherwise. All such monitoring
shall be the responsibility of the Adviser.
(j) The Portfolio assets shall be maintained in the custody of its custodian.
Any assets added to the Portfolio shall be delivered directly to such custodian.
The Sub-Adviser shall have no liability for the acts or omissions of
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any custodian of the Portfolio's assets. The Sub-Adviser shall have no
responsibility for the segregation requirement of the 1940 Act or other
applicable law.
SECTION 2. Expenses
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(a) Except as otherwise stated in this Agreement, the Sub-Adviser shall assume
and pay all of its own costs and expenses, including those for furnishing such
office space, office equipment, office personnel and office services as the
Sub-Adviser may require in the performance of its duties under this Agreement.
(b) The Fund shall bear all expenses of the Portfolio's organization and
registration, and the Fund and Adviser shall bear all of their respective
expenses of their operations and businesses not expressly assumed or agreed to
be paid by the Sub-Adviser under this Agreement. In particular, but without
limiting the generality of the foregoing, the Fund shall pay any fees due to the
Adviser, all interest, taxes, governmental charges or duties, fees, brokerage
and commissions of every kind arising hereunder or in connection herewith,
expenses of transactions with shareholders of the Portfolio, expenses of
offering interests in the Portfolio for sale, insurance, association membership
dues, all charges of custodians (including fees as custodian and for keeping
books, performing portfolio valuations and rendering other services to the
Fund), independent auditors and legal counsel, expenses of preparing, printing
and distributing all prospectuses, proxy material, reports and notices to
shareholders of the Fund, and all other costs incident to the Portfolio's
existence.
SECTION 3. Use of Services of Others
-------------------------
The Sub-Adviser may (at its expense except as set forth in Sections 1(c) and 2
hereof) employ, retain or otherwise avail itself of the services or facilities
of other persons or organizations for the purpose of providing the Sub-Adviser
with such statistical or factual information, such advice regarding economic
factors and trends or such other information, advice or assistance as the
Sub-Adviser may deem necessary, appropriate or convenient for the discharge of
the Sub-Adviser's obligations hereunder or otherwise helpful to the Fund and the
Portfolio.
SECTION 4. Sub-Advisory Fees
-----------------
In consideration of the Sub-Adviser's services to the Fund hereunder, the
Sub-Adviser shall be entitled to a sub-advisory fee, payable monthly, at the
annual rate of 0.55% of the first one hundred million dollars ($100,000,000) of
the average daily net assets of the Portfolio during the month preceding each
payment, 0.50% of the next four hundred million dollars ($400,000,000), and
0.45% of the average daily net assets of the Portfolio in excess of five hundred
million dollars ($500,000,000) (the "Sub-Advisory Fee") during such period. The
Sub-Advisory Fee shall be accrued for each calendar day and the sum of the daily
Sub-Advisory Fee accruals shall be paid monthly to the Sub-Adviser on or before
the fifth business day of the next succeeding month. The daily fee accruals will
be computed on the basis of the valuations of the total net assets of the
Portfolio as of the close of business each day. The Sub-Advisory Fee shall be
payable solely by the Adviser, and the Fund shall not be liable to the
Sub-Adviser for any unpaid Sub-Advisory Fee.
SECTION 5. Limitation of Liability of Sub-Adviser
--------------------------------------
(a) In the absence of willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or its reckless disregard of its duties
under this Agreement, the Sub-Adviser shall not be subject to any liability to
the Fund, the shareholders of the Fund or to the Adviser. The Sub-Adviser shall
not be liable to the Fund or to any shareholder of the Fund or to the Adviser
for any claim or loss arising out of any investment or other act or omission in
the performance of the Sub-Adviser's duties under this Agreement, or for any
loss or damage resulting from the imposition by any government of exchange
control restrictions which might affect the liquidity of the Fund's assets
maintained with custodians or securities depositories in foreign countries, or
from any political acts of any foreign governments to which such assets might be
exposed, or for any tax of any kind, including without limitation any statutory,
governmental, state, provincial, regional, local or municipal imposition, duty,
contribution or levy imposed by any government or governmental agency upon or
with respect to such assets or income earned with respect thereto (collectively
"Taxation").
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(b) In the event the Sub-Adviser is assessed any taxation in respect of the
assets, income or activities of the Portfolio, the Adviser and the Fund jointly
and severally will indemnify the Sub-Adviser for all such amounts wherever
imposed, together with all penalties, charges, costs and interest relating
thereto and all expenditures, including reasonable attorney's fees, incurred by
the Sub-Adviser in connection with the defense or settlement of any such
assessment. The Sub-Adviser shall undertake and control the defense or
settlement of any such assessment, including the selection of counsel or other
professional advisers, provided that the selection of such counsel and advisers
and the settlement of any assessment shall be subject to the approval of the
Adviser and the Fund, which approvals shall not be unreasonably withheld. The
Adviser and the Fund shall have the right to retain separate counsel and assume
the defense or settlement on behalf of the Adviser and the Fund, as the case may
be, of any such assessment if representation of the Adviser and the Fund by
counsel selected by the Sub-Adviser would be inappropriate due to actual or
potential conflicts of interest.
SECTION 6. Services to Other Clients and the Fund
--------------------------------------
(a) Subject to compliance with the 1940 Act, nothing contained in this Agreement
shall be deemed to prohibit the Sub-Adviser or any of its affiliated persons
from acting, and being separately compensated for acting, in one or more
capacities on behalf of the Fund. The Adviser and the Fund understand that the
Sub-Adviser may act as investment manager or in other capacities on behalf of
other customers including entities registered under the 1940 Act. While
information, recommendations and actions which the Sub-Adviser supplies to and
does on behalf of the Portfolio shall in the Sub-Adviser's judgment be
appropriate under the circumstances in light of the investment objectives and
policies of the Fund, as set forth in the Prospectus delivered to the
Sub-Adviser from time to time, it is understood and agreed that they may be
different from the information, recommendations and actions the Sub-Adviser or
its affiliated persons supply to or do on behalf of other clients. The
Sub-Adviser and its affiliated persons shall supply information, recommendations
and any other services to the Portfolio and to any other client in an impartial
and fair manner in order to seek good results for all clients involved. As used
herein, the term "affiliated person" shall have the meaning assigned to it in
the 1940 Act.
(b) On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Sub-Adviser, the Sub-Adviser may, but shall be under no obligation, to the
extent permitted by applicable law, aggregate the securities to be so sold or
purchased in order to obtain the best execution or lower brokerage commissions,
if any. The Sub-Adviser may also on occasion purchase or sell a particular
security for one or more customers in different amounts. On either occasion, and
to the extent permitted by applicable law and regulations, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the Fund and
to such other clients.
(c) The Sub-Adviser agrees to use the same skill and care in providing services
to the Fund as it uses in providing services to fiduciary accounts for which it
has investment responsibility. The Sub-Adviser will comply with all applicable
rules and regulations of the Securities and Exchange Commission.
SECTION 7. Proxies
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Unless the Adviser instructs the Sub-Adviser otherwise in writing, the
Sub-Adviser will vote proxies for securities held by the Fund in accordance with
the Sub-Adviser's policies for proxy voting. The Sub-Adviser is authorized to
instruct the custodian to forward to the Sub-Adviser copies of all proxies and
shareholder communications relating to securities held by the Portfolio (other
than materials relating to legal proceedings). The Adviser agrees that the
Sub-Adviser will not be liable for failing to vote any proxies where it has not
received such proxies or related shareholder communications on a timely basis.
SECTION 8. Reports to the Sub-Adviser
--------------------------
(a) The Adviser shall furnish to the Sub-Adviser the Prospectus, proxy
statements, reports and other information relating to the business and affairs
of the Fund as the Sub-Adviser may, at any time or from time to
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time, reasonably require in order to discharge the Sub-Adviser's duties under
this Agreement. The Adviser shall forward to the Sub-Adviser drafts of all
amendments to the Fund's registration statement that are related to the
Portfolio, and the Adviser shall afford the Sub-Adviser an opportunity to
comment thereon prior to filing with the Securities and Exchange Commission.
SECTION 9. Term of Agreement
-----------------
Provided that this Agreement shall have first been approved by the Board of
Directors of the Fund, including a majority of the members thereof who are not
interested persons (as defined in the 0000 Xxx) of either party, by a vote cast
in person at a meeting called for the purpose of voting such approval, then this
Agreement shall be effective on the date hereof. Unless earlier terminated as
hereinafter provided, this Agreement shall continue in effect until approved by
a majority vote of the voting securities of the Portfolio, at a meeting to take
place not more than one year after the effective date of the Fund's registration
statement relating to the Portfolio. Thereafter, this Agreement shall continue
in effect from year to year, subject to approval annually by the Board of
Directors of the Fund or by vote of a majority of the voting securities of the
Portfolio and also, in either event, by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the
Directors of the Fund who are not parties to this Agreement or interested
persons (as defined in the 0000 Xxx) of any such person.
SECTION 10. Termination of Agreement; Assignment
------------------------------------
(a) This Agreement may be terminated by either party hereto without the payment
of any penalty, 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;
provided, that in the case of termination by the Fund such action shall have
been authorized by resolution of a majority of the Board of Directors of the
Fund or by vote of a majority of the voting securities of the Portfolio. In
addition, this Agreement shall terminate upon the later of (1) the termination
of the Adviser's agreement to provide investment advisory services to the Fund
or (2) notice to the Sub-Adviser that the Adviser's agreement to provide
investment advisory services to the Fund has terminated.
(b) This Agreement shall automatically terminate in the event of its assignment
(as defined in the 1940 Act).
(c) Termination of this Agreement for any reason shall not affect rights of the
parties that have accrued prior thereto.
SECTION 11. Notices
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(a) The Sub-Adviser agrees to promptly notify the Adviser of the occurrence of
any of the following events: (1) any change in the portfolio manager of the
Janus Olympus Fund or the Portfolio; (2) the Sub-Adviser fails to be registered
as an investment adviser under the Advisers Act or under the laws of any
jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement; or
(3) the Sub-Adviser is the subject of any action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body,
involving the affairs of the Portfolio.
(b) Any notice given hereunder shall be in writing and may be served by being
sent by telex, facsimile or other electronic transmission or sent by registered
mail or by courier to the address set forth below for the party for which it is
intended. A notice served by mail shall be deemed to have been served seven days
after mailing and in the case of telex, facsimile or other electronic
transmission twelve hours after dispatch thereof. Addresses for notice may be
changed by written notice to the other party.
If to the Adviser:
Ohio National Investments, Inc.
X.X. Xxx 000
Xxxxxxxxxx, Xxxx 00000
Fax No. (000) 000-0000
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With a copy to:
Xxxxxx X. Xxxxxxxx, Secretary
Ohio National Investments, Inc.
X.X. Xxx 000
Xxxxxxxxxx, Xxxx 00000
If to the Sub-Adviser:
Janus Capital Management LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Fax No. (000) 000-0000
SECTION 12. Governing Law
-------------
This Agreement shall be governed by and subject to the requirements of the laws
of the State of Ohio without reference to the choice of law provisions thereof.
SECTION 13. Applicable Provisions of Law
----------------------------
The Agreement shall be subject to all applicable provisions of law, including,
without limitation, the applicable provisions of the 1940 Act, and to the extent
that any provisions herein contained conflict with any such applicable
provisions of law, the latter shall control.
SECTION 14. Counterparts
------------
This Agreement may be entered into in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
SECTION 15. Representations and Warranties of Sub-Adviser
---------------------------------------------
The Sub-Adviser represents and warrants to the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Advisers
Act;
(b) The Sub-Adviser is a corporation duly organized and validly existing under
the laws of the State of Colorado with the power to own and possess its assets
and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement
are within the Sub-Adviser's powers and have been duly authorized, and no action
by or in respect of, or filing with, any governmental body, agency or official
is required on the part of the Sub-Adviser for the execution, delivery and
performance by the Sub-Adviser of this Agreement, and the execution, delivery
and performance by the Sub-Adviser of this Agreement do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Sub-Adviser's governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Sub-Adviser;
(d) This Agreement is a valid and binding agreement of the Sub-Adviser;
(e) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to
the date hereof and filed with the Commission has been furnished to the Adviser,
and the information contained therein is accurate and
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complete in all material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
(f) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940
Act and the Sub-Adviser's Code of Ethics, as may be amended from time to time.
The Sub-Adviser shall not be subject to any other code of ethics, including that
of the Adviser, unless specifically adopted by the Sub-Adviser.
SECTION 16. Representations and Warranties of Adviser.
------------------------------------------
The Adviser represents and warrants to the Sub-Adviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Fund has filed a Notice of Eligibility under Rule 4.5 of the CEA, with
the Commodity Futures Trading Commission (the "CFTC") and the National Futures
Association;
(c) The Adviser is a corporation duly organized and validly existing under the
laws of the State of Ohio with the power to own and possess its assets and carry
on its business as it is now being conducted;
(d) The execution, delivery and performance by the Adviser of this Agreement are
within the Adviser's powers and have been duly authorized, and no action by or
in respect of, or filing with, any governmental body, agency or official is
required on the part of the Adviser for the execution, delivery and performance
by the Adviser of this Agreement, and the execution, delivery and performance by
the Adviser of this Agreement do not contravene or constitute a default under
(i) any provision of applicable law, rule or regulation, (ii) the Adviser's
governing instruments, or (iii) any agreement, judgment, injunction, order,
decree or other instrument binding upon the Adviser;
(e) This Agreement is a valid and binding agreement of the Adviser;
(f) A true and complete copy of the Form ADV of the Adviser, as amended to the
date hereof and filed with the Commission has been furnished to the Sub-Adviser,
and the information contained therein is accurate and complete in all material
respects and does not omit to state any material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading;
(g) The Adviser acknowledges that it received a copy of the Sub-Adviser's Form
ADV at least 48 hours prior to the execution of this Agreement.
(h) The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act
and the Adviser's Code of Ethics as may be amended from time to time.
SECTION 17. Survival of Representations and Warranties: Duty to Update
-----------------------------------------------------------
Information.
------------
All representations and warranties made by the Sub-Adviser and the Adviser
pursuant to Sections 15 and 16 hereof shall survive for the duration of this
Agreement and the Parties hereto shall immediately notify, but in no event later
than five (5) business days, each other in writing upon becoming aware that any
of the foregoing representations and warranties are no longer true. In addition,
the Sub-Adviser will deliver to the Adviser and the Fund copies of any
amendments, supplements or updates to any of the information provided to the
Adviser and attached as exhibits hereto within fifteen (15) days after becoming
available.
SECTION 18. Confidentiality
---------------
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Subject to the duties of the Adviser, the Fund and the Sub-Adviser to comply
with applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the parties hereto shall treat as confidential all
information pertaining to the Fund and the actions of the Sub-Adviser, the
Adviser and the Fund in respect thereof.
The Adviser will not, directly or indirectly, and will not permit its
affiliates, employees, officers, directors, agents, contractors, or the
Portfolio to, in any form or by any means, use, disclose, or furnish, to any
person or entity, records or information concerning the business of the
Sub-Adviser, except as necessary for the performance of its duties under this
Agreement or the Investment Advisory Agreement, or as required by law upon prior
written notice to the Sub-Adviser. The Sub-Adviser is the sole owner of the name
and xxxx "Xxxxx." The Adviser shall not, and shall not permit the Portfolio to,
without prior written consent of the Sub-Adviser, use the name or xxxx "Janus"
or make representations regarding the Sub-Adviser or its affiliates. Upon
termination of this Agreement for any reason, the Sub-Adviser shall immediately
cease, and the Adviser shall cause the Portfolio to immediately cease, all use
of the Janus name or any Xxxxx xxxx.
SECTION 19. Non-Exclusivity
---------------
Adviser acknowledges and agrees that this Agreement and the arrangements
described herein are intended to be non-exclusive and that Sub-Adviser is free
to enter into similar agreements and arrangements with other entities.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the day and year first above written.
OHIO NATIONAL INVESTMENTS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxxxxx X. Xxxxxxx
President
JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxx
------------------------------
Xxxxxx X. Xxxx
Vice President
Accepted and Agreed:
OHIO NATIONAL FUND, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------
Xxxx X. Xxxxxx
President
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