Exhibit 4(bbbbb)
AMENDMENT TO
JANUS ADVISER SERIES
SUB-ADVISORY AGREEMENT
JANUS ADVISER MID CAP VALUE FUND
THIS AMENDMENT is made this 14th day of June, 2006, between JANUS
CAPITAL MANAGEMENT LLC, a Delaware limited liability company ("Janus"), and
Perkins, Wolf, XxXxxxxxx and Company, LLC a Delaware limited liability company
("PWM").
WITNESSETH
WHEREAS, Janus and PWM are parties to a Sub-Advisory Agreement on
behalf of Janus Adviser Mid Cap Value Fund (the "Fund"), a series of Janus
Adviser Series, a Delaware statutory trust (the "Trust"), dated July 1, 2004
(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 by (i) 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 the Trust or Janus, PWM 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
WHEREAS, the effective date of the termination of the Agreement has
been changed to February 1, 2007;
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 7 of the Agreement shall be deleted in its entirety and
replaced with the following:
"10. Term. This Agreement shall become effective as of the
date first set forth above and shall continue in effect until
February 1, 2007, 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 (a) the vote of a
majority of the Trustees of the Trust who are not parties
hereto or interested persons of the Trust, Janus or PWM, cast
in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and (b) either the
Trustees of the Trust or 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 February 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."
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: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
Perkins, Wolf, XxXxxxxxx and Company, LLC
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Chief Operations Officer
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