Form of AMENDMENT TO JANUS INVESTMENT FUND SUB-ADVISORY AGREEMENT INTECH RISK- MANAGED GROWTH FUND
Exhibit (d)(204)
Form of
AMENDMENT TO
INTECH RISK-MANAGED GROWTH FUND
THIS AMENDMENT is made this [ ] Day of [ ], between JANUS CAPITAL MANAGEMENT LLC, a Delaware
limited liability company (“Janus”), and INTECH INVESMENT MANGEMENT LLC, a Delaware limited
liability company (“INTECH”).
W I T N E S S E T H
WHEREAS, Janus and INTECH are parties to a Sub-Advisory Agreement on behalf of INTECH
Risk-Managed Growth Fund (the “Fund”), a series of Janus Investment Fund (the “Trust”), dated July
6, 2009 (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 0000 Xxx) of any party to
this Agreement and, if required by applicable law, (ii) 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;
WHEREAS, the name of INTECH Risk-Managed Growth Fund has been changed to INTECH U.S. Growth
Fund.
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. All references to INTECH Risk-Managed Growth Fund are deleted and replaced with INTECH U.S.
Growth Fund.
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: | ||||||
Name: Title: |
Vice President and Assistant General Counsel |
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INTECH INVESTMENT MANAGEMENT LLC | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||