EXHIBIT 5(g)
JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
JANUS OVERSEAS FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this 1st
day of July, 1997, between JANUS INVESTMENT FUND, a Massachusetts business trust
(the "Trust"), and JANUS CAPITAL CORPORATION, a Colorado corporation ("JCC").
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; one of such funds created by the
Trust being designated as the Janus Overseas Fund (the "Fund"); and
WHEREAS, the Trust and JCC deem it mutually advantageous that JCC
should assist the Trustees and officers of the Trust in the management of the
securities portfolio of the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services. JCC 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. JCC 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, 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, JCC 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 JCC, and the investment considerations which have
given rise to those recommendations. JCC shall supervise the purchase and sale
of securities as directed by the appropriate officers of the Trust.
2. Other Services. JCC is hereby authorized (to the extent the Trust
has not otherwise contracted) but not obligated (to the extent it so notifies
the Trustees at least 60 days in advance), to perform (or arrange for the
performance by affiliates of) the management and administrative
- 1 -
services necessary for the operation of the Fund. JCC is specifically
authorized, on behalf of the Trust, to conduct relations with custodians,
depositories, transfer and pricing agents, accountants, attorneys, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and such other
persons in any such other capacity deemed by JCC to be necessary or desirable.
JCC shall generally monitor and report to Fund officers the Fund's compliance
with investment policies and restrictions as set forth in the currently
effective prospectus and statement of additional information relating to the
shares of the Fund under the Securities Act of 1933, as amended. JCC shall make
reports to the Trustees of its performance of services hereunder upon request
therefor and furnish advice and recommendations with respect to such other
aspects of the business and affairs of the Fund as it shall determine to be
desirable. JCC is also authorized,subject to review by the Trustees, to furnish
such other services as JCC shall from time to time determine to be necessary or
useful to perform the services contemplated by this Agreement.
3. Obligations of Trust. The Trust shall have the following obligations
under this Agreement:
(a) to keep JCC 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 JCC 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 JCC with any further materials or
information which JCC may reasonably request to
enable it to perform its function under this
Agreement; and
(d) to compensate JCC for its services and reimburse JCC
for its expenses incurred hereunder in accordance
with the provisions hereof.
4. Compensation. The Trust shall pay to JCC for its investment advisory
services a fee, calculated and payable for each day that this Agreement is in
effect, of 1/365 of 0.75% of the first $300,000,000 of the daily closing net
asset value of the Fund, plus 1/365 of 0.70% of the next $200,000,000 of the
daily closing net asset value of the Fund, plus 1/365 of 0.65% of the daily
closing net asset value of the Fund in excess of $500,000,000. The fee shall be
paid monthly.
5. Expenses Borne by JCC. In addition to the expenses which JCC may
incur in the performance of its investment advisory functions under this
Agreement, and the expenses which it may expressly undertake to incur and pay
under other agreements with the Trust or otherwise, JCC shall incur and pay the
following expenses relating to the Fund's operations without reimbursement from
the Fund:
- 2 -
(a) Reasonable compensation, fees and related expenses of
the Trust's officers and its Trustees, except for
such Trustees who are not interested persons of JCC;
(b) Rental of offices of the Trust; and
(c) All expenses of promoting the sale of shares of the Fund, other
than expenses incurred in complying with federal and state laws
and the law of any foreign country or territory or other
jurisdiction applicable to the issue, offer or sale of shares of
the Fund including without limitation registration fees and
costs, the costs of preparing the Fund's registration statement
and amendments thereto, and the costs and expenses of preparing,
printing, and mailing prospectuses (and statements of additional
information) to persons other than shareholders of the Fund.
6. 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 JCC pursuant to Sections 2 and 5
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 of JCC; 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 JCC 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 the purchaser
thereof; expenses of local representation in Massachusetts; 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 systems for compliance with blue sky laws, and
all costs involved in preparing, printing and mailing prospectuses and
statements of additional information of the Fund; 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. To the extent
that JCC shall perform any of the above described administrative and clerical
functions, including transfer agency, registry, dividend disbursing,
recordkeeping, bookkeeping, accounting and blue sky monitoring and registration
functions, and the preparation of reports and returns, the Trust shall pay to
JCC compensation for, or reimburse JCC for its expenses incurred in connection
with, such services as JCC and the Trust shall agree from time to time, any
other provision of this Agreement notwithstanding.
- 3 -
7. Treatment of Investment Advice. The Trust shall treat the investment
advice and recommendations of JCC 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 in the interim between meetings of the Trustees.
8. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Fund upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Fund and shall be
paid by the Fund. JCC is authorized and directed to place Fund portfolio
transactions only with brokers and dealers who render satisfactory service in
the execution of orders at the most favorable prices and at reasonable
commission rates, provided, however, that JCC may pay a broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if JCC determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer viewed in terms of either that particular
transaction or the overall responsibilities of JCC. JCC is also authorized to
consider sales of Trust shares as a factor in selecting broker-dealers to
execute Fund portfolio transactions. In placing portfolio business with such
broker-dealers, JCC shall seek the best execution of each transaction. Subject
to the terms of this Agreement and the applicable requirements and provisions of
the law, including the 1940 Act and the Securities Exchange Act of 1934, as
amended, and in the event that JCC or an affiliate is registered as a
broker-dealer, JCC may select a broker or dealer with which it or the Fund is
affiliated. JCC or such affiliated broker-dealer may effect or execute Fund
portfolio transactions, whether on a securities exchange or in the
over-the-counter market, and receive separate compensation from the Fund
therefor. Notwithstanding the foregoing, the Trust shall retain the right to
direct the placement of all portfolio transactions, and the Trustees of the
Trust may establish policies or guidelines to be followed by JCC in placing
portfolio transactions for the Trust pursuant to the foregoing provisions. JCC
shall report on the placement of portfolio transactions in the prior fiscal
quarter at each quarterly meeting of such Trustees.
9. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Trust
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 JCC at its principal place of business. This Agreement
may be terminated by JCC 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 JCC does not continue to provide investment
advice to the Fund after such termination.
10. Assignment. This Agreement shall terminate automatically in the
event of any assignment of this Agreement.
- 4 -
11. Term. This Agreement shall continue in effect until July 1, 1998,
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 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, and by either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Trust. 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.
12. Amendments. This Agreement may be amended by the parties only if
such amendment is specifically approved (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 JCC 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).
13. Other Series. The Trustees shall determine the basis for making an
appropriate allocation of the Trust's expenses (other than those directly
attributable to the Fund) between the Fund and the other series of the Trust.
14. 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.
15. Limitation of Liability of JCC. JCC shall not be liable for any
error of judgment or mistake of law or 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 15, "JCC" shall include any affiliate of JCC performing services for the
Trust contemplated hereunder and directors, officers and employees of JCC and
such affiliates.
16. Activities of JCC. The services of JCC to the Trust hereunder are
not to be deemed to be exclusive, and JCC 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 JCC as directors,
officers and shareholders of JCC, that directors, officers, employees and
shareholders of JCC are or
- 5 -
may become similarly interested in the Trust, and that JCC may become interested
in the Trust as a shareholder or otherwise.
17. 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 this 1st day of
July, 1997.
JANUS CAPITAL CORPORATION
By: /s/ Xxxxxx X. Goodbarn
Xxxxxx X. Goodbarn, Vice President
JANUS INVESTMENT FUND
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
- 6 -
