Exhibit (d)(137)
FORM OF AMENDMENT TO
JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
JANUS GLOBAL RESEARCH FUND
THIS AMENDMENT is made this 6th day of July, 2009, between JANUS INVESTMENT
FUND, a Massachusetts business trust (the "Trust"), and JANUS CAPITAL MANAGEMENT
LLC, a Delaware limited liability company ("JCM").
WITNESSETH
WHEREAS, the Trust and JCM are parties to an Investment Advisory Agreement
on behalf of Janus Global Research Fund (the "Fund"), dated December 2, 2004,
amended January 1, 2006 and December 31, 2006 (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 Investment Company Act of 1940, as amended
(the "1940 Act")) of any party to the Agreement, 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
on the matter herein; and
WHEREAS, the share class used for purposed of measuring the investment
performance of the Fund has been changed to Class A Shares (waiving the upfront
sales load) effective July 6, 2009.
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. Schedule A of the Agreement shall be deleted in its entirety and
replaced with the following effective July 6, 2009:
SCHEDULE A
PERFORMANCE ADJUSTMENT
(COMMENCING WITH MONTHLY FEES PAYABLE FOR JULY 2009)
The Base Fee shall be adjusted monthly based upon the investment
performance of one or more share classes of the Fund, as described below, in
relation to the cumulative investment record of one or more benchmark indexes
over the "Performance Period" (such adjustment being referred to herein as the
"Performance Adjustment") as described below. The "Performance Period" is
defined as the 36 month period preceding the end of the month for which the fee
is being calculated.
The Xxxxxxx 1000 Index (the "Prior Index") is the benchmark through
December 31, 2006; and the Xxxxxx Xxxxxxx Capital International World Growth
Index (the "Successor Index") is the benchmark commencing January 1, 2007.
Therefore, in calculating the Performance Adjustment for any Performance Period
that commenced prior to January 1, 2007, the Prior Index shall be used for that
portion of the period preceding that date, and, for any Performance Period that
ends after December 31, 2006, the Successor Index shall be used for that portion
of the period subsequent to that date.
The Base Fee of the Fund shall be adjusted based on the investment
performance of the Fund's Class A Shares (waiving the upfront sales load)
("Class A Shares") commencing on July 6, 2009. For any measurement period prior
to July 6, 2009, the Base Fee for the Fund shall be adjusted based on the
initial share class of the Fund ("Initial Shares," and together with Class A
Shares, the "Measuring Class of Shares"). Therefore, in calculating the
Performance Adjustment for any Performance Period that commences prior to July
6, 2009, the investment performance of the Initial Shares shall be used, and,
for any other Performance Period that ends after July 5, 2009, the investment
performance of the Class A Shares shall be used for that portion of the period
subsequent to that date.
The Performance Adjustment for any month commencing in January 2007 shall
be derived from the difference between: (1) the positive or negative Total
Return of the Measuring Class of shares of the Fund over the Performance Period
ending at the end of the next preceding month, less (2) the positive or negative
percentage change in the benchmark index over that period (or sum of the
percentage changes in the benchmark indexes if two benchmarks are used during
that period.) If the difference is less than a positive or negative 0.50%, the
Fund shall pay the Base Fee for that month, without a Performance Adjustment. If
the difference is 0.50% or more, the Fund shall pay the Base Fee plus or minus a
Performance Adjustment of 1/12 of 0.0125% (or approximately 0.00104%) for each
full positive or negative 0.50% of the Performance Adjustment multiplied by the
average daily net assets of the Fund during the Performance Period, provided,
however, that a Performance Adjustment for any month shall not exceed 1/12 of
..15% (or 0.0125%) of the average net assets during the Performance Period.
For purposes of computing the Base Fee and the Performance Adjustment, net
assets are averaged over different periods (average daily net assets during the
relevant month for the Base Fee versus average daily net assets during the
Performance Period for the Performance Adjustment). The Base Fee is calculated
and accrued daily. The Performance Adjustment is
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calculated monthly in arrears and is accrued evenly each day throughout the
month. The investment advisory fee is paid monthly in arrears.
The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Amended and Restated
Agreement and Declaration of Trust, Amended and Restated Bylaws and registration
statement, each as may be amended from time to time.
The Total Return of the Measuring Class of Shares of the Fund will be the
sum of:
(1) the change in the net asset value per share of the Measuring Class
("NAV") during the Performance Period; plus
(2) the value of the per share distributions accumulated on the Measuring
Class during the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of the
Performance Period;
expressed as a percentage of the Fund's NAV per share at the beginning of the
Performance Period. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income and
of capital gains taxes per share paid or payable on undistributed realized
long-term capital gains shall be treated as reinvested in shares of the Fund at
the NAV in effect at the close of business on the record date for the payment of
such distributions and dividends and the date on which provision is made for
such taxes, after giving effect to such distributions, dividends and taxes.
The change in the benchmark index or indexes (or investment record thereof)
will be the sum of:
(1) the change in the level of the index (or the blended change in the
level of the indexes, as applicable) during the Performance Period; plus
(2) the value, computed consistently with the index, of cash distributions
made by companies whose securities comprise the index accumulated to the end of
the Performance Period (or, as applicable, the value of cash distributions made
by companies whose securities comprise the Prior Index, accumulated through
December 31, 2006, plus the value of cash distributions made by companies whose
securities comprise the Successor Index, accumulated on and after January 1,
2007 to the end of the Performance Period, in each computed consistently with
the respective index); expressed as a percentage of the index level at the
beginning of the Performance Period. For this purpose, cash distributions on the
securities which comprise the index shall be treated as reinvested in the index
at least as frequently as the end of each calendar quarter following the payment
of the dividend.
The Trustees have designated the Measuring Class of Shares to be used for
purposes of determining the Performance Adjustment for Performance Periods as
described in this Schedule
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A. From time to time, the Trustees may, by vote of the Trustees of the Trust
voting in person, including a majority of the Trustees who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of any such
parties, determine that a class of shares of the Fund other than the Measuring
Class of Shares is the most appropriate for use in calculating the Performance
Adjustment. If a different class of shares ("Successor Class") is substituted in
calculating the Performance Adjustment, the use of that Successor Class of
shares for purposes of calculating the Performance Adjustment may apply to the
entire Performance Period so long as such Successor Class was outstanding at the
beginning of such period. If the Successor Class of shares was not outstanding
for all or a portion of the Performance Period, it may only be used in
calculating that portion of the Performance Adjustment attributable to the
period during which such Successor Class was outstanding and any prior portion
of the Performance Period shall be calculated using the class of shares
previously designated.
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:
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Xxxxx X. Xxxxxx
Senior Vice President, General
Counsel and Secretary
JANUS INVESTMENT FUND
By:
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President, Chief Legal Counsel
and Secretary
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