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Fund.doc
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JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
JANUS ORION 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; one of such funds
created by the Trust being designated as the Janus Orion Fund (the "Fund");
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.
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 Instrument, 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, 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 as
directed by the appropriate officers of the Trust.
2. Other Services. JCM 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 services
necessary for the operation of the Fund. JCM 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, insurance company separate accounts,
insurers, banks and such other persons in any such other capacity deemed by
JCM to be necessary or desirable. JCM shall generally monitor and report
to the Fund's 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. JCM 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. JCM is also
authorized, subject to review by the Trustees, to furnish such other
services as JCM 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 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 function 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, calculated and payable for each day that
this Agreement is in effect, of 1/365 of 0.65% of the daily closing net
asset value of the Fund (1/366 of 0.65% of the daily closing net asset value of
the Fund in a leap year). The fee shall be paid monthly.
5. Expenses Borne by JCM. In addition to the expenses
which JCM 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, JCM shall
incur and pay the following expenses relating to the Fund's operations without
reimbursement from the Fund:
(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 JCM;
and
(b) Rental of offices of the Trust.
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 JCM 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 JCM; 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 JCM 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 purchasers 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 compliance systems, and all costs involved in preparing,
printing and mailing prospectuses and statements of additional information to
fund shareholders; 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.
7. 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 in the interim between meetings of
the Trustees.
8. 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 Instrument, 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.
9. Assignment. This Agreement shall terminate automatically in
the event of any assignment of this Agreement.
10. 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 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 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.
11. 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 JCM 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).
12. 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.
13. 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 Instrument describes
in detail the respective responsibilities and limitations on liability of the
Trustees, officers and holders of shares of beneficial interest of the Trust.
14. Limitation of Liability of JCM. JCM 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 14, "JCM" shall include any affiliate of JCM performing services
for the Trust contemplated hereunder and directors, officers and employees of
JCM and such affiliates.
15. 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.
16. 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
