JANUS ADVISER SERIES
INVESTMENT ADVISORY AGREEMENT
JANUS ADVISER RISK-MANAGED LARGE CAP GROWTH FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this 10th day
of December, 2002, between Janus Adviser Series, a Delaware 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 Adviser Risk-Managed Large Cap Growth Fund
(the "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be
appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Trust hereby appoints JCM as investment adviser and
manager with respect to the Fund for the period and on the terms set forth
in this Agreement. JCM hereby accepts such appointment and agrees to render
the services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCM shall determine the securities or other
assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers
or others. 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. Subject to
the approval of the Trustees of the Trust and, if required, the
shareholders of the Fund, JCM is authorized to engage one or more
subadvisers in connection with JCM's duties and responsibilities under this
Agreement, which subadvisers may be affiliates of JCM.
3. 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 duly appointed subadvisers or 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 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. 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.
4. 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.
5. 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).
6. 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.
(c) Fees of any subadviser engaged by JCM pursuant to the authority
granted in Section 1 hereof.
7. 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 3 and 6 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 Delaware; 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 the membership of the Trust in
any trade association or other investment company organization.
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, 2004, unless
sooner terminated in accordance with its terms, 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.
17. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the applicable
provisions of the 1940 Act, the latter shall control.
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 ADVISER SERIES
By:
Xxxxxx Xxxxxx Xxxxx, Vice President
