Exhibit 4(zzzz)
AMENDMENT TO
JANUS ADVISER SERIES
INVESTMENT ADVISORY AGREEMENT
JANUS ADVISER SMALL-MID GROWTH FUND
THIS AMENDMENT is made this 14th day of June, 2006, between JANUS
ADVISER SERIES, a Delaware statutory trust (the "Trust"), and JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company ("JCM").
WITNESSETH
WHEREAS, the Trust and JCM are parties to an Investment Advisory
Agreement on behalf of Janus Adviser Small-Mid Growth Fund (the "Fund"), dated
March 22, 2005, amended February 1, 2006 (the "Agreement");
WHEREAS, the parties desire to amend the Agreement as set forth in
greater detail below;
WHEREAS, pursuant to Section 11 of the Agreement, any amendment to the
Agreement is subject to approval (i) by a majority of the Trustees, including a
majority of the Trustees who are not interested persons (as that phrase is
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "1940 Act")) of any party to the Agreement, and (ii) if required by
applicable law, by the affirmative vote of a majority of the outstanding voting
securities of the Fund (as that phrase is defined in Section 2(a)(42) of the
1940 Act);
WHEREAS, the parties have obtained Trustee approval as set forth above,
and the parties agree that a shareholder vote is not required to amend the
Agreement; and
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements set forth below, the parties agree to amend the Agreement as follows:
1. Sections 5, 6 and 7 of the Agreement shall be deleted in their
entirety and replaced with the following:
"5. Compensation. The Trust shall pay to JCM for its services
pursuant to this Agreement a fee, calculated and payable for each day
that this Agreement is in effect, of 1/365 of 0.64% of the daily
closing net asset value of the Fund (1/366 of 0.64% of the daily
closing net asset value of the Fund in a leap year). The fee shall be
paid monthly.
6. Expenses Borne by JCM. In addition to the expenses which
JCM may incur in the performance of its investment advisory functions
and other services under
this Agreement, and the expenses which it may expressly undertake to
incur and pay under other agreements with the Trust or otherwise, JCM
shall incur and pay the following expenses relating to the Fund's
operations without reimbursement from the Fund:
(a) Reasonable compensation, fees and related
expenses of the Trust's officers and its
Trustees, except for such Trustees who are
not "interested persons," as defined in the
1940 Act, of JCM, and except as otherwise
provided in Section 7; and
(b) Rental of offices of the Trust.
7. Expenses Borne by the Trust. The Trust assumes and shall
pay all expenses incidental to its organization, operations and
business not specifically assumed or agreed to be paid by JCM pursuant
to Sections 3 and 6 hereof, including, but not limited to, investment
adviser fees; any compensation, fees, or reimbursements which the Trust
pays to its Trustees who are not "interested persons," as defined in
the 1940 Act, of JCM; compensation and related expenses of the Chief
Compliance Officer of the Trust and compliance staff, as authorized
from time to time by the Trustees of the Trust; compensation of the
Fund's custodian, transfer agent, registrar and dividend disbursing
agent; legal, accounting, audit and printing expenses; administrative,
clerical, recordkeeping and bookkeeping expenses; brokerage commissions
and all other expenses in connection with execution of portfolio
transactions (including any appropriate commissions paid to JCM or its
affiliates for effecting exchange listed, over-the-counter or other
securities transactions); interest; all federal, state and local taxes
(including stamp, excise, income and franchise taxes); costs of stock
certificates and expenses of delivering such certificates to purchasers
thereof; expenses of local representation in Delaware; expenses of
shareholders' meetings and of preparing, printing and distributing
proxy statements, notices, and reports to shareholders; expenses of
preparing and filing reports and tax returns with federal and state
regulatory authorities; all expenses incurred in complying with all
federal and state laws and the laws of any foreign country applicable
to the issue, offer, or sale of shares of the Fund, including, but not
limited to, all costs involved in the registration or qualification of
shares of the Fund for sale in any jurisdiction, the costs of portfolio
pricing services and compliance systems, and all costs involved in
preparing, printing and mailing prospectuses and statements of
additional information to Fund shareholders; and all fees, dues and
other expenses incurred by the Trust in connection with the membership
of the Trust in any trade association or other investment company
organization."
2. The parties acknowledge that the Agreement, as amended, remains in
full force and effect as of the date of this Amendment, and that this Amendment,
together with the Agreement and any prior amendments, contains the entire
understanding and the full and complete agreement of the parties and supercedes
and replaces any prior understandings and agreements among the parties
respecting the subject matter hereof.
3. This Amendment may be contemporaneously executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date first above written.
JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chief Financial Officer and
Executive Vice President
JANUS ADVISER SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
