Exhibit 23.(d)(72)
INTERIM
SUB-INVESTMENT MANAGEMENT AGREEMENT
AMONG
XXXX XXXXXXX VARIABLE SERIES TRUST I
JANUS CAPITAL MANAGEMENT LLC
AND
XXXX XXXXXXX LIFE INSURANCE COMPANY
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the first day of May, 2003 by and among Xxxx Xxxxxxx
Variable Series Trust I, a Massachusetts business trust (the "Series Fund"),
Janus Capital Management LLC, a Delaware limited liability company ("Advisers"),
and Xxxx Xxxxxxx Life Insurance Company, a Massachusetts corporation ("JHLICO").
WHEREAS, the Series Fund is organized and is engaged in business as an
open-end management investment company and is so registered under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, JHLICO and Advisers are each engaged in the business of rendering
investment advice under the Investment Advisers Act of 1940; and
WHEREAS, the Series Fund is authorized to issue shares of capital stock in
separate classes with each such class representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Series Fund offers shares in several classes, one of which is
designated as the Large Cap Aggressive Growth Fund, (together with all other
classes established by the Series Fund, collectively referred to as the
"Funds"), each of which pursues its investment objectives through separate
investment policies; and
WHEREAS, the Series Fund has retained JHLICO to render investment
management services to the Series Fund pursuant to an Investment Management
Agreement dated as of July 28, 1999, as amended (the "Investment Management
Agreement"), pursuant to which it may contract with Advisers as a sub-manager as
provided for herein;
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF SUB-MANAGER
(a) Designated Fund. Advisers is hereby appointed and Advisers hereby
accepts the appointment to act as investment adviser and manager to the Large
Cap Aggressive Growth Fund (the "Designated Fund") for the period and on the
terms herein set forth, for the compensation herein provided.
(b) Additional Designated Funds. In the event that the Series Fund and
JHLICO desire to retain Advisers to render investment advisory services
hereunder for any other Fund, they shall so notify Advisers in writing. If it is
willing to render such services, Advisers shall notify the Series Fund in
writing, whereupon such Fund shall become a Designated Fund hereunder.
(c) Incumbency Certificates. Advisers shall furnish to JHLICO, immediately
upon execution of this Agreement, a certificate of a senior officer of Advisers
setting forth (by name and title, and including specimen signatures) those
officers of Advisers who are
authorized to make investment decisions for the Designated Fund pursuant to the
provisions of this Agreement. Advisers shall promptly provide supplemental
certificates in connection with each additional Designated Fund (if any) and
further supplemental certificates, as needed, to reflect all changes with
respect to such authorized officers for any Designated Fund. On behalf of the
Series Fund, JHLICO shall instruct the custodian for the Designated Fund to
accept instructions with respect to the Designated Fund from the officers of
Advisers so named.
(d) Independent Contractor. Advisers shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or be deemed an agent of
the Series Fund.
(e) Advisers' Representations. Advisers represents, warrants and agrees (i)
that it is registered as an investment adviser under the Investment Advisers Act
of 1940, and that it will remain so registered and will comply with the
requirements of said Act, and the rules and regulations thereunder, at all times
while this Agreement remains in effect, (ii) that it will promptly notify JHLICO
if the foregoing representation and agreement shall cease to be true (in any
material respect) at any time during the term of this Agreement, (iii) that it
will promptly notify JHLICO of any material change in the senior management or
ownership of Advisers, or of any change in the identity of the personnel who
manage the Designated Fund, iv) that it has adopted a code of ethics complying
with the requirements of Section 17(j) and Rule 17j-1 under the 1940 Act and
will amend such code, or adopt a supplementary code of ethics, to the extent
required under Section 406 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules
promulgated thereunder, and has and will provide true and complete copies of
each such code to the Series Fund and to JHLICO, and has and will adopt
procedures designed to prevent violations of any such codes, (v) that it has
furnished the Series Fund and JHLICO each with a copy of Sub-Advisers' Form ADV,
Part II, as most recently filed with the Securities and Exchange Commission
("SEC"), and will promptly furnish copies of each future amendment thereto; and
(vi) that it presently maintains, and shall continue to maintain as long as this
Agreement is in effect, sufficient Directors & Officers, Errors & Omissions and
fidelity bond insurance coverages to provide coverage to JHLICO, the Series Fund
and the Designated Fund for any claims or losses arising from, or in connection
with, the activities of Advisers and its officers and employees with respect to
the Subject Fund.
2. PROVISION OF INVESTMENT MANAGEMENT SERVICES.
Advisers will provide for the Designated Fund a continuing and suitable
investment program consistent with the investment policies, objectives and
restrictions of said Fund, as established by the Series Fund and JHLICO. From
time to time, JHLICO or the Series Fund may provide Advisers with additional or
amended investment policies, guidelines and restrictions. Advisers, as
sub-manager, will have exclusive authority to manage the investment and
reinvestment of the assets in the Designated Fund, and perform the functions set
forth below, (i) subject to the overall supervision, direction, control and
review of JHLICO and the Board of Trustees of the Series Fund, and (ii)
consistent with the applicable investment policies, guidelines and restrictions,
the provisions of the Series Fund's Declaration of Trust, Bylaws, registration
statement, prospectus, statement of
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additional information (each as in effect from time to time and as delivered to
Advisers by JHLICO or the Series Fund), the 1940 Act and all other applicable
laws and regulations (including any applicable investment restrictions imposed
by state insurance laws and regulations or any directions or instructions
delivered to Advisers in writing by JHLICO or the Series Fund from time to time
and as delivered to Advisers by JHLICO or the Series Fund). By its signature
below, Advisers acknowledges receipt of a copy of the Series Fund's Declaration
of Trust, Bylaws, prospectus, and statement of additional information, each as
in effect on the date of this Agreement.
Advisers will, at its own expense:
(a) advise the Series Fund in connection with investment policy decisions
to be made by its Board of Trustees or any committee thereof regarding the
Designated Fund and, upon request, furnish the Series Fund with research,
economic and statistical data in connection with said Fund's investments and
investment policies;
(b) submit such reports and information as JHLICO or the Series Fund's
Board of Trustees may reasonably request, to assist the custodian in its
determination of the market value of securities held in the Designated Fund;
however, Advisers shall not be required to ascertain the market value of Fund
securities;
(c) place orders for purchases and sales of portfolio investments for the
Designated Fund (and shall have the authority to do so every day that the market
is open) and, in connection therewith, execute any and all documents as
attorney-in-fact for the Designated Fund as may reasonably be necessary,
desirable, or convenient and consistent with the investment objectives,
policies, guidelines and restrictions of said Fund;
(d) give instructions to the Designated Fund's custodian concerning the
delivery of securities and transfer of cash for the Designated Fund (however,
Advisers shall not be responsible for the segregation of assets belonging to the
Designated Fund);
(e) maintain and preserve the records relating to its activities hereunder
required by the 1940 Act to be maintained and preserved by the Series Fund, to
the extent not maintained by the custodian, transfer agent or JHLICO;
(f) at the close of business each day, provide JHLICO and the custodian
with copies of trade tickets for each transaction effected for the Designated
Fund, and promptly forward to the custodian copies of all brokerage or dealer
confirmations;
(g) as soon as practicable following the end of each calendar month,
provide JHLICO with written statements showing all transactions effected for the
Designated Fund during the month, a summary listing all investments held in such
Fund as of the last day of the month, and such other information as JHLICO may
reasonably request in connection with the accounting services that it provides
for the Designated Fund (it being understood that JHLICO, and not Advisers,
shall be responsible for all Fund accounting services and the costs associated
with such services, provided that the foregoing shall not alter the allocation
of costs agreed upon between the Series Fund and JHLICO in the Investment
Management Agreement or any other agreement to which they are parties); and
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(h) absent specific instructions to the contrary provided to it by JHLICO,
subject to its receipt of all necessary voting materials, vote all proxies with
respect to investments of the Designated Fund in accordance with Advisers' proxy
voting policy as most recently supplied, from time to time, to JHLICO and the
Series Fund.
On its own initiative, Advisers will apprise JHLICO and the Series Fund of
important economic developments materially affecting the Designated Fund, and
will furnish JHLICO and the Series Fund's Board of Trustees from time to time
such information as is appropriate for this purpose. Advisers will also make its
personnel available in Boston or other reasonable locations as often as
quarterly to discuss the Designated Fund and Advisers' management thereof, to
educate JHLICO sales personnel with respect thereto, and for such other purposes
as the Series Fund or JHLICO may reasonably request. Except for 13F and 13G
filings, Advisers shall not be responsible for the preparation or filing of any
report required of the Designated Fund by any governmental body.
The Series Fund and JHLICO will provide timely information to Advisers
regarding such matters as purchases and redemptions of shares in the Designated
Fund and the cash requirements of, and cash available for investment in, the
Fund. JHLICO will timely provide Advisers with: copies of monthly accounting
statements for the Designated Fund, and such other information as may be
reasonably necessary or appropriate or otherwise requested by Advisers in order
for Advisers to perform its responsibilities hereunder; including, without
limitation, the Series Fund's Declaration of Trust, Bylaws, registration
statement, prospectus, and statement of additional information (each as updated,
supplemented or amended from time to time); copies of any resolution passed by
the Board of Trustees of the Series Fund which affects the responsibilities of
Advisers under this Agreement; periodic reports concerning the classification of
Fund securities for purposes of Subchapter M of the Internal Revenue Code and
Treasury Regulations Section 1.817; periodic notices identifying the Designated
Fund's custodian (and its foreign sub-custodians, as approved by the Series
Fund's trustees in accordance with Rule 17f-5) and any changes therein; copies
of financial statements or reports with respect to the Designated Fund that are
provided to any investor or to any governmental body; a Form W-9 certifying the
Designated Fund's taxpayer identification number; copies of liquidity,
cross-trade and other procedures, if any, applicable to the Designated Fund;
"free-riding" and withholding questionnaires; a list of the Designated Fund's
"affiliated persons" (as defined in Section 2(a)(3) of the 0000 Xxx) who are
registered broker-dealers, and a list of persons authorized to act on behalf of
JHLICO with respect to this Agreement, each of which list shall be updated from
time to time, as necessary. JHLICO represents and warrants that: (i) it is duly
incorporated and validly existing and in good standing as a corporation under
the laws of The Commonwealth of Massachusetts; (ii) it has all requisite
corporate power and authority under the laws of Massachusetts and Federal
securities laws, and has taken all necessary corporate action to authorize
JHLICO, to execute, deliver and perform this Agreement; (iii) it is a registered
investment adviser under the Investment Advisers Act of 1940, and is in
compliance, in all material respects, with all registrations required by, and
will conform, in all material respects, with all rules and regulations of the
Securities and Exchange Commission; and (iv) it has received a copy of Part II
of Advisers' Form ADV.
3. ALLOCATION OF EXPENSES.
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Each party to this Agreement shall bear the costs and expenses of
performing its obligations hereunder. In this regard, the Series Fund
specifically agrees to assume the expense of:
(a) brokerage commissions for transactions in the portfolio investments of
the Series Fund and similar fees and charges for the acquisition, disposition,
lending or borrowing of such portfolio investments;
(b) custodian fees and expenses;
(c) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Series Fund to federal, state or other governmental
agencies; and
(d) interest payable on the Series Fund's borrowings.
Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Series Fund and JHLICO in the Investment Management
Agreement or any other agreement to which they are parties. Any reimbursement of
advisory fees to the Series Fund that may be required by any expense limitation
and any liability arising out of a violation of Section 36(b) of the 1940 Act
shall be the sole responsibility of JHLICO.
4. SUB-ADVISORY FEES.
For all of the services rendered with respect to the Designated Fund as
herein provided, JHLICO shall pay to Advisers a fee (for the payment of which
the Series Fund shall have no obligation or liability), based on the Current Net
Assets of the Designated Fund, as set forth in Schedule I attached hereto and
made a part hereof. Such fee shall be accrued daily and payable monthly, as soon
as practicable after the last day of each calendar month. In the case of
termination of this Agreement with respect to the Designated Fund during any
calendar month, the fee with respect to such Fund accrued to but excluding the
date of termination shall be paid promptly following such termination. For
purposes of computing the amount of advisory fee accrued for any day, "Current
Net Assets" shall mean the Designated Fund's net assets as of the most recent
preceding day for which the Designated Fund's net assets were computed.
5. PORTFOLIO TRANSACTIONS.
In connection with the investment and reinvestment of the assets of the
Designated Fund, Advisers is authorized to select the brokers or dealers
(including brokers or dealers affiliated with Advisers, provided orders executed
through such affiliated brokers or dealers are exempt from the provisions of
Section 17(a), (d) and (e) of the 1940 Act.) that will execute purchase and sale
transactions for the Fund and to use its best efforts to obtain the best
available price and most favorable execution with respect to all such purchases
and sales of portfolio securities for said Fund. Advisers shall maintain records
adequate to demonstrate compliance with this requirement. Subject to this
primary requirement, and maintaining as its first consideration the benefits to
the Designated Fund and its shareholders, Advisers shall have the right subject
to the control of the Board of Trustees,
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and to the extent authorized by the Securities Exchange Act of 1934, to follow a
policy of selecting brokers who furnish brokerage and research services or
products to the Designated Fund or to Advisers, and who charge a higher
commission rate to the Designated Fund than may result when allocating brokerage
solely on the basis of seeking the most favorable price and execution. Advisers
shall determine in good faith that such higher cost was reasonable in relation
to the value of the brokerage and research services provided. This
determination, with respect to brokerage and research services or products, may
be viewed in terms of a given transaction or the overall responsibilities of
Advisers and its affiliates with respect to the Designated Fund and other
accounts over which they exercise discretion, and not all such services or
products will necessarily be used by Advisers in managing the Designated Fund.
Advisers will not receive any tender offer solicitation fees or similar
payments in connection with the tender of investments of any Fund.
6. OWNERSHIP OF INFORMATION, RECORDS, AND CONFIDENTIALITY.
The Series Fund shall own and control all records maintained hereunder by
Advisers on the Series Fund's behalf and, in the event of termination of this
Agreement with respect to any Fund for any reason, upon request by the Series
Fund, all records relating to that Fund shall be promptly returned to the Series
Fund, free from any claim or retention of rights by Advisers, provided that
(subject to the last paragraph of this Section 6) Advisers may retain copies of
such records. Advisers also agrees, upon reasonable request of the Series Fund,
promptly to surrender such books and records or, at its expense, copies thereof,
to the Series Fund or make such books and records available during normal
business hours for audit or inspection by representatives of regulatory
authorities or other persons reasonably designated by the Series Fund. Advisers
further agrees to maintain, prepare and preserve such books and records in
accordance with the 1940 Act and rules thereunder, including but not limited to
Rules 31a-1 and 31a-2, and to supply all information requested by any insurance
regulatory authorities to determine whether all insurance laws and regulations
are being complied with. Advisers shall supply the Board of Trustees and
officers of the Trust and JHLICO with all statistical information regarding
investments which is reasonably required by them and reasonably available to
Advisers.
Advisers shall not disclose or use any records or information obtained
pursuant hereto in any manner whatsoever except as expressly authorized herein,
and will keep confidential any information obtained pursuant hereto, and
disclose such information only if the Series Fund has authorized such
disclosure, or if such disclosure is expressly required by applicable federal or
state regulatory authorities.
7. LIABILITY; STANDARD OF CARE.
No provision of this Agreement shall be deemed to protect Advisers or
JHLICO against any liability to the Series Fund or its shareholders to which it
might otherwise be subject by reason of any willful misfeasance, bad faith or
negligence in the performance of its duties or the reckless disregard of its
obligations and duties under this Agreement or the Investment Management
Agreement. Nor shall any provision hereof be deemed to protect any trustee or
officer of the Series Fund against any such liability to which he might
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otherwise be subject by reason of any willful misfeasance, bad faith or
negligence in the performance his duties or the reckless disregard of his
obligations and duties. Except as may be otherwise provided pursuant to Federal
securities laws, neither Advisers nor any of its officers, directors,
shareholders, employees, agents or affiliates shall be liable for any loss,
liability, cost, damage or expense (including reasonable attorneys' fees)
(collectively, "Losses") other than Losses resulting from the willful
misfeasance, bad faith or negligence of such a person, or the reckless disregard
by such a person of its obligations and duties. Advisers shall employ only
qualified personnel to manage the Designated Fund and may perform its services
under this Agreement through any employee, officer or agent; shall comply with
all applicable laws and regulations in the discharge of its duties under this
Agreement; shall (as provided in Section 2 above) comply with the investment
policies, guidelines and restrictions of the Designated Fund and with the
provisions of the Series Fund's Declaration of Trust, Bylaws, prospectus and
statement of additional information; shall manage the Designated Fund (subject
to the receipt of, and based upon the information contained in, periodic reports
from JHLICO or the custodian concerning the classification of Fund securities
for such purposes) as a regulated investment company in accordance with
subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and
Treasury Regulations Section 1.817-5(b); shall act at all times in the best
interests of the Series Fund; and shall discharge its duties with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such matters would
use in the conduct of a similar enterprise. However, Advisers shall not be
obligated to perform any service not described in this Agreement, and shall not
be deemed by virtue of this Agreement to have made any representation or
warranty that any level of investment performance or level of investment results
will be achieved, or that the Designated Fund will perform comparably with any
public or private standard or index (including other clients of Advisers).
Advisers agrees to hold harmless and indemnify JHLICO and the Series Fund,
and their respective directors and officers and each person, if any, who
controls JHLICO or the Series Fund within the meaning of Section 15 of the
Securities Act of 1933, as amended, from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable attorneys' fees and
expenses and costs of investigation) arising out of or based upon Advisers'
willful misfeasance, bad faith, negligence, or reckless disregard of its duties
under this Agreement, or violation of applicable law. JHLICO agrees to hold
harmless and indemnify Advisers, and its directors and officers and each person,
if any, who controls Advisers within the meaning of Section 15 of the Securities
Act of 1933, as amended, from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable attorneys' fees and expenses and
costs of investigation) arising out of or based upon JHLICO's willful
misfeasance, bad faith, negligence, or reckless disregard of its duties under
this Agreement, or violation of applicable law.
JHLICO agrees to hold harmless Advisers, its directors and officers and
each person, if any, who controls Advisers within the meaning of Section 15 of
the Securities Act of 1933, as amended, from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable attorneys' fees
and expenses and costs of investigation) arising out of or based upon (a) the
negligent failure of the Series Fund's Registration Statement, including the
prospectus and statement of additional information, or any amendment or
supplement thereto, any preliminary prospectus, any other written communication
with
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investors or any other submission to governmental bodies or self-regulatory
bodies filed on or subsequent to the date of this Agreement (collectively, the
"Disclosure Documents") to comply with the requirements of applicable federal
and state securities, insurance or other laws; (b) any untrue statement or
alleged untrue statement of a material fact negligently included in any
Disclosure Document; or (c) any negligent omission or alleged omission in any
Disclosure Document to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; except insofar as such
losses, claims, damages, liabilities and expenses arise out of or are based upon
any such statement or omission which is in turn based upon information furnished
in writing to JHLICO or the Series Fund by Advisers and which Advisers was
informed or otherwise knew was to be used in the Disclosure Document.
The obligations in the preceding two paragraphs shall survive termination
of this Agreement.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall become effective on the date hereof and
shall remain in full force and effect until the earlier of (i) 150 days from the
date hereof; (ii) the date a superseding agreement which has been approved by
vote of a majority of the outstanding voting shares of the Designated Fund
becomes effective; or (iii) such other time as may be mutually agreed to by the
parties hereto.
The terms "assignment," "vote of a majority of the outstanding shares" and
"interested person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and rules thereunder.
(b) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of the trustees of the Series Fund, by vote of a
majority of the outstanding shares of the Subject Fund, by Advisers on at least
sixty days' written notice to the Series Fund and JHLICO, or by JHLICO on at
least sixty days' written notice to the Series Fund and Adviser.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment or if the Investment
Management Agreement is terminated.
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9. SERVICES NOT EXCLUSIVE; USE OF ADVISERS' NAME AND LOGO.
The services of Advisers to the Series Fund are not to be deemed exclusive
and it shall be free to render similar services to others so long as its
services hereunder are not impaired thereby. It is specifically understood that
directors, officers and employees of Advisers and of its subsidiaries and
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, and other
investment advisory clients. Where necessary and appropriate, transaction costs
and associated costs will be allocated by Advisers among its several clients,
including the Designated Fund, in a manner that Advisers believes to be
equitable.
JHLICO and the Series Fund acknowledge that Advisers is the sole owner of
the name and xxxx "Xxxxx." During the term of this Agreement, however, JHLICO
and the Series Fund shall have the non-exclusive and non-transferable right to
use Advisers' name and logo in all materials relating to the Designated Fund,
including all prospectuses, proxy statements, reports to shareholders, sales
literature and other written materials prepared for distribution to shareholders
of the Series Fund or the public. Prior to distribution of any materials which
refer to Advisers (other than prospectuses, proxy statements, reports to
shareholders), JHLICO shall consult with Advisers and shall furnish to Advisers
a copy of such materials. Advisers agrees to cooperate with JHLICO and to review
such materials promptly. JHLICO shall not distribute such materials if Advisers
reasonably objects in writing, within ten (10) business days of its receipt of
such copy (or such other time as may be mutually agreed), to the manner in which
its name and logo and other references to Advisers are used. Upon termination of
this Agreement, for any reason, JHLICO and the Series Fund shall immediately
cease all use of the "Janus" name and xxxx. The foregoing shall not be deemed to
authorize JHLICO or the Series Fund to make any representation on behalf of
Advisers or its affiliates.
Advisers will not consult with any other sub-manager to the Designated Fund
or to any other portfolio of the Series Fund concerning transactions of the
Designated Fund in securities or other assets, except as such consultations may
be reasonably necessary in order to ensure compliance with paragraphs (a) and
(b) of Rule 12d3-1 under the 1940 Act.
10. AVOIDANCE OF INCONSISTENT POSITION.
In connection with the purchase and sale of portfolio securities of the
Designated Fund, Advisers and its directors, officers and employees will not act
as principal or agent or receive any commission. Nothing in this Agreement,
however, shall preclude the combination of orders for the sale or purchase of
portfolio securities of the Designated Fund with those for other registered
investment companies managed by Advisers or its affiliates, if orders are
allocated in a manner deemed equitable by Advisers among the accounts and at a
price approximately averaged.
11. AMENDMENT.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing. No amendment of this
Agreement shall be
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effective with respect to any Fund until approved specifically by (a) the Board
of Trustees of the Series Fund, or by vote of a majority of the outstanding
shares of that Fund, and (b) by vote of a majority of those trustees of the
Series Fund who are not interested persons of any party to this Agreement cast
in person at a meeting called for the purpose of voting on such approval.
12. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Series Fund hereunder
shall not be binding upon any of the trustees, shareholders, officers, agents or
employees of Series Fund personally, but only bind the trust property of the
Series Fund, as provided in the Series Fund's Declaration of Trust.
13. NOTICES
Notices and other communications required or permitted under this Agreement
shall be in writing, shall be deemed to be effectively delivered when actually
received, and may be delivered by US mail (first class, postage prepaid), by
facsimile transmission, by hand or by commercial overnight delivery service,
addressed as follows:
ADVISERS: Janus Capital Management LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: General Counsel
Fax #: 000-000-0000
JHLICO: Xxxx Xxxxxxx Life Insurance Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Fax #: 000-000-0000
SERIES FUND: Xxxx Xxxxxxx Variable Series Fund Trust I
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Fax #: 000-000-0000
14. GOVERNING LAW.
This agreement shall be construed in accordance with the laws of the State
of Colorado and the applicable provisions of the 1940 Act and rules thereunder.
15. ASSIGNMENT.
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This Agreement may not be assigned by any party, either in whole or in
part, without the prior written consent of each other party.
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16. ENTIRE AGREEMENT AND SEVERABILITY
This Agreement constitutes the entire agreement of the parties and
supersedes all prior understandings, agreements, contracts and other documents
with respect to its subject matter. If any provision of this Agreement is held
to be invalid or unenforceable to any extent, the remainder of this Agreement
shall nevertheless remain in effect and be enforceable to the maximum extent
permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day first set forth above.
ATTEST: XXXX XXXXXXX VARIABLE SERIES
TRUST I
/s/ Xxxxxxx X. Xxx Xxxx
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxx Xxxx
-----------------------------
Title: Chairman and CEO
ATTEST: XXXX XXXXXXX LIFE
INSURANCE COMPANY
/s/ Xxxxxxx X. Xxx Xxxx
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxx Xxxx
-----------------------------
Title: Senior Vice President
ATTEST: JANUS CAPITAL MANAGEMENT LLC
[Illegible] /s/ Xxxxxx X. Xxxx
By:_______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
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SCHEDULE I
Fees
Large Cap Aggressive Growth Fund:
Current Net Assets Under Management Sub-Advisory Fee
On the first $100 million 55 basis points per annum
On amounts over $100 million but less than 50 basis points per annum
$500 million
On amounts over $500 million 45 basis points per annum