AMENDMENT TO JANUS INVESTMENT FUND INVESTMENT ADVISORY AGREEMENT JANUS GROWTH AND INCOME FUND
Exhibit (d)(173)
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
JANUS GROWTH AND INCOME FUND
THIS AMENDMENT is made this 24th day of June, 2010, between JANUS INVESTMENT FUND,
a Massachusetts business 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
Growth and Income Fund (the “Fund”), dated July 1, 2004, as amended (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, effective on January 28, 2011 upon
consummation of the merger of Janus Research Core Fund into the Fund:
1. Sections 5 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 0.60% of the daily closing net asset value of the Fund (1/366 of 0.60% of the daily
closing net asset value of the Fund in a leap year). The fee shall be paid monthly.”
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 with effectiveness as noted in this Amendment.
| JANUS CAPITAL MANAGEMENT LLC |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Senior Vice President, Secretary and Assistant General Counsel | ||||
| JANUS INVESTMENT FUND |
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| By: | /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx | |||
| Xxxxxxxxx Xxxxxxxxxx-Xxxxxx | ||||
| Vice President, Legal Counsel and Secretary | ||||
