AMENDMENT TO SUB-ADVISORY AGREEMENT PERKINS SMALL CAP VALUE FUND
Exhibit (d)(222)
AMENDMENT TO
XXXXXXX SMALL CAP VALUE FUND
THIS AMENDMENT is made this 7th day of December, 2012, between XXXXXXX INVESTMENT
MANAGEMENT LLC, a Delaware limited liability company (“Xxxxxxx”), and JANUS CAPITAL MANAGEMENT LLC,
a Delaware limited liability company (“Janus”).
W I T N E S S E T H
WHEREAS, Xxxxxxx and Xxxxx are parties to a Sub-Advisory Agreement on behalf of Xxxxxxx Small
Cap Value Fund (the “Fund”), dated December 31, 2008 (the “Agreement”);
WHEREAS, the parties desire to amend the Agreement as set forth in greater detail below;
WHEREAS, pursuant to Section 10 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 the Trust, Janus, Xxxxxxx or their affiliates, 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. Section 8 of the Agreement is deleted and replaced with the following below.
“Termination. This Agreement may be terminated at any time, without penalty,
by the Trustees or by the shareholders of the Fund acting by vote of at least a
majority of its outstanding voting securities, provided in any such case that 60
days’ advance written notice of termination be given to Xxxxxxx at its principal
place of business. This Agreement may be terminated (i) by Janus at any time,
without penalty by giving 60 days’ advance written notice of termination to Xxxxxxx;
(ii) by Xxxxxxx at any time, without penalty by giving 90 days’ advance notice to
Janus and the Trust, unless Janus or the Trust requests additional time to find a
replacement for Xxxxxxx, in which case Xxxxxxx shall allow the additional time
requested by Janus or the Trust not to exceed 90 days’ beyond the initial 90 days’
notice period unless otherwise agreed to by Janus, the Trust and Xxxxxxx; or (iii)
by Janus or the Trust without advance notice if Xxxxxxx becomes unable to
discharge
its duties and obligations under this Agreement. In addition, this Agreement shall
terminate, without penalty, upon the termination of the Advisory Agreement.”
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 |
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| By: | /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx | |||
| Xxxxxxxxx Xxxxxxxxxx-Xxxxxx | ||||
| Vice President | ||||
| XXXXXXX INVESTMENT MANAGEMENT LLC |
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| By: | /s/ Xxx Xxxx | |||
| Xxx Xxxx | ||||
| Chief Operations Officer | ||||
