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Money Market.doc PAGE 1
JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
JANUS TAX-EXEMPT MONEY MARKET FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this
3rd day of April, 2002, between JANUS INVESTMENT FUND, a Massachusetts
business trust (the "Trust"), and JANUS CAPITAL MANAGEMENT LLC, a Delaware
limited liability company ("JCM").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), and has registered its shares for public offering under
the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Trust is authorized to create separate funds,
each with its own separate investment portfolio of which the beneficial
interests are represented by a separate series of shares of the Trust; one of
such funds created by the Trust being designated as the Janus Tax-Exempt Money
Market Fund (the "Fund"); and
WHEREAS, the Trust and JCM have entered into a separate agreement
for the provision of administrative services; and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM
should assist the Trustees and officers of the Trust in the management of
the securities portfolio of the Fund as described below.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services. JCM shall furnish continuous
advice and recommendations to the Fund as to the acquisition, holding, or
disposition of any or all of the securities or other assets which the Fund may
own or contemplate acquiring from time to time. JCM shall give due
consideration to the investment policies and restrictions and the other
statements concerning the Fund in the Trust's Declaration of Trust, bylaws,
and registration statements under the 1940 Act and the 1933 Act (as they may be
supplemented from time to time and as authorized by the Trustees), to
policies and directives affecting the Fund adopted by the Trustees and to the
provisions of the Internal Revenue Code, as amended from time to time,
applicable to the Fund as a regulated investment company. In addition,
JCM shall cause its officers to attend meetings and furnish oral or written
reports, as the Trust may reasonably require, in order to keep the Trustees
and appropriate officers of the Trust fully informed as to the condition
of the investment portfolio of the Fund, the investment recommendations
of JCM, and the investment considerations which have given rise to those
recommendations. JCM shall supervise the purchase and sale of securities
and other obligations and related brokerage and dealer relationships as
directed by the appropriate Officers of the Trust.
2. Other Services. JCM is hereby authorized, subject to
review by the Trustees, to furnish or arrange for such other services as
JCM shall from time to time determine to be necessary or useful to perform the
services specifically contemplated by this Agreement.
3. Obligations of Trust. The Trust shall have the following
obligations under this Agreement:
(a) to keep JCM continuously and fully informed as to
the composition of its investment portfolio and the
nature of all of its assets and liabilities from time
to time;
(b) to furnish JCM with a certified copy of any financial
statement or report prepared for it by certified or
independent public accountants and with copies of
any financial statements or reports made to its
shareholders or to any governmental body or
securities exchange;
(c) to furnish JCM with any further materials or
information which JCM may reasonably request to
enable it to perform its functions under this
Agreement; and
(d) to compensate JCM for its services and reimburse
JCM for its expenses incurred hereunder in
accordance with the provisions hereof.
4. Compensation. The Trust shall pay to JCM for its investment
advisory services a fee, payable in arrears on the last day of each month
during which or part of which this Agreement is in effect, at the rate of
1/365 of 0.20% of the aggregate closing net asset value of the shares
of the Fund for each day of such month. For the month during which this
Agreement becomes effective and the month during which it terminates,
however, there shall be an appropriate proration of the fee payable
for such month based on the number of calendar days of such month during
which this Agreement is effective.
5. Expenses Borne by the Trust. The Trust shall bear all
expense incidental to the operation of the Fund.
6. Treatment of Investment Advice. The Trust shall
treat the investment advice and recommendations of JCM as being advisory
only, and shall retain full control over its own investment policies. However,
the Trustees may delegate to the appropriate officers of the Trust, or to a
committee of the Trustees, the power to authorize purchases, sales or other
actions affecting the portfolio of the Fund.
7. Termination. This Agreement may be terminated at any time,
without penalty, by the Trustees of the Trust, or by the shareholders of the
Fund acting by vote of at least a majority of its outstanding voting
securities, provided in either case that sixty (60) days advance written
notice of termination be given to JCM at its principal place of business. This
Agreement may be terminated by JCM at any time, without penalty, by giving
sixty (60) days advance written notice of termination to the Trust,
addressed to its principal place of business. The Trust agrees that,
consistent with the terms of the Trust's Declaration of Trust, the Trust shall
cease to use the name "Janus" in connection with the Fund as soon as
reasonably practicable following any termination of this Agreement if JCM
does not continue to provide investment advice to the Fund after such
termination.
8. Assignment. This Agreement shall terminate automatically
in the event of any assignment of this Agreement.
9. Term. This Agreement shall continue in effect until July 1,
2002, unless sooner terminated in accordance with its terms, and shall
continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a
majority of the Trustees of the Trust, including a majority of those Trustees
who are not parties hereto or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, or by the affirmative vote of a majority of the
outstanding voting securities of the Fund. The annual approvals provided
for herein shall be effective to continue this Agreement from year to year if
given within a period beginning not more than ninety (90) days prior to July 1
of each applicable year, notwithstanding the fact that more than three
hundred sixty-five (365) days may have elapsed since the date on which such
approval was last given.
10. Amendments. This Agreement may be amended by the
parties only if such amendment is specifically approved (a) by a
majority of the Trustees, including a majority of the Trustees who are
not interested persons of JCM and, (b) if required by applicable law, by the
affirmative vote of a majority of the outstanding voting securities of the Fund.
11. Limitation of Personal Liability. All the parties hereto
acknowledge and agree that all liabilities of the Trust arising, directly
or indirectly, under this Agreement, of any and every nature whatsoever,
shall be satisfied solely out of the assets of the Fund and that no Trustee,
officer or holder of shares of beneficial interest of the Trust shall be
personally liable for any of the foregoing liabilities. The Trust's
Declaration of Trust, as amended from time to time, is on file in the Office of
the Secretary of State of the Commonwealth of Massachusetts. Such Declaration
of Trust describes in detail the respective responsibilities and limitations on
liability of the Trustees, officers and holders of shares of beneficial interest
of the Trust.
12. Limitation of Liability of JCM. JCM shall not be liable
for any error of judgment or mistake of law, for any loss arising out of any
investment, or for any act or omission taken with respect to the Trust,
except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder and except to the extent otherwise provided
by law. As used in this Section 12, "JCM" shall include any affiliate
of JCM performing services for the Trust contemplated hereunder and
directors, officers and employees of JCM and such affiliates.
13. Activities of JCM. The services of JCM to the Trust
hereunder are not to be deemed to be exclusive, and JCM and its affiliates
are free to render services to other parties. It is understood that
trustees, officers and shareholders of the Trust are or may become interested
in JCM as directors, officers and shareholders of JCM, that directors,
officers, employees and shareholders of JCM are or may become similarly
interested in the Trust, and that JCM may become interested in the Trust as a
shareholder or otherwise.
14. Certain Definitions. The terms "vote of a majority of the
outstanding voting securities," "assignment" and "interested persons" when
used herein, shall have the respective meanings specified in the 1940 Act, as
now in effect or hereafter amended, and the rules and regulations thereunder,
subject to such orders, exemptions and interpretations as may be issued by the
Securities and Exchange Commission under said Act and as may be then in effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Investment Advisory Agreement as of the date and year
first above written.
JANUS CAPITAL MANAGEMENT LLC
By: Xxxxxx X. Early, Vice President
JANUS INVESTMENT FUND
By: Xxxxxx Xxxxxx Xxxxx, Vice President
