Exhibit (d)(2)(I)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (this "Agreement"), made effective as of
March 28, 2002, 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
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
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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 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
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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 and Exchange
Act of 1934, as amended. The Adviser shall also use reasonable commercial
efforts to notify the Manager of those portfolio investments held by the Fund
which constitute "passive foreign investment companies" within the meaning of
Section 1297 of the Internal Revenue Code of 1986, as amended (each a
"PFIC"). Any investments so identified shall be reported to the Manager;
provided, however that the Adviser does not, and shall not be required to,
warrant the accuracy or completeness of such information. The Adviser agrees
to comply with requests by the Manager (or its auditor) for information
regarding particular Fund investments to assist the Adviser in a definitive
determination of the PFIC status of such investments, provided that such
information is within the Adviser's control or is obtainable with reasonable
effort. The Adviser shall not be responsible for the preparation of 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 consultation with the Manager, will take prompt action to bring the Fund
back into compliance within the time permitted under the Code.
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(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 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.
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(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
confidential 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, or unless required by applicable law or governmental
authority.
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 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
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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.
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.
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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
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
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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;
ii) Any material breach of any representation, warranty,
or agreement made by the Manager under this Agreement; or
iii) Any untrue statement or alleged untrue statement of a
material fact contained in any information which has been prepared
by Manager 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.
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 beyond October 1, 2002 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
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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 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
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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 iv) 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 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
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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; or (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:
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
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000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
20. MISCELLANEOUS.
(a) Any amendments to this Agreement shall 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: /s/ Xxxx X. Xxxxxx
----------------------------
Print Name: Xxxx X. Xxxxxx
Title: President
The Adviser:
JANUS CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxx
----------------------------
Print Name: Xxxxxx X. Xxxx
Title: Vice President
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