EXHIBIT 4(ggggg)
FORM OF
JANUS ADVISER SERIES
INVESTMENT ADVISORY AGREEMENT
JANUS INSTITUTIONAL [ ] FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this ___
day of ________, 200_, between JANUS ADVISER SERIES, a Delaware statutory 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 of the Trust; one of such funds
created by the Trust being designated as the Janus Institutional [ ] Fund (the
"Fund"); and
WHEREAS, the Trust, on behalf of the Fund and JCM, have entered into a
separate agreement for the provision of administrative services; and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM
should be appointed as the investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. 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. JCM shall furnish
continuous advice and recommendations to the Fund, and have authority to act
with respect thereto, 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's Declaration of Trust, bylaws, and registration statements under the 1940
Act and the 1933 Act (as they may be supplemented from time to time and as
authorized by the Trustees), to policies and directives affecting the Fund
adopted by the Trustees 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.
2. Other Services. JCM is hereby authorized, subject to review by the
Trustees, to furnish or arrange for such other services as JCM shall from time
to time determine to be necessary or useful to perform the services specifically
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
functions 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 services pursuant to
this Agreement, a fee payable in arrears, on the last day of each month during
which or part of which this Agreement is in effect, at the rate of 1/365 of
0.20% of the aggregate closing net asset value of the shares of the Fund for
each day of such month. For the month during which this Agreement becomes
effective and the month during which it terminates, however, there shall be an
appropriate proration of the fee payable for such month based on the number of
calendar days of such month during which this Agreement is effective.
5. Expenses Borne by the Trust. The Trust shall bear all expense
incidental to the operation of the Fund.
6. 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'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
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termination of this Agreement if JCM does not continue to provide investment
advice to the Fund after such termination.
7. Assignment. This Agreement shall terminate automatically in the event
of any assignment of this Agreement.
8. Term. This Agreement shall continue in effect until February 1, 2009,
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, including a majority of those Trustees 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, or by 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.
9. Amendments. This Agreement may be amended by the parties only if such
amendment is specifically approved (a) by a majority of the Trustees, including
a majority of the Trustees who are not interested persons of JCM and, (b) if
required by applicable law, by the affirmative vote of a majority of the
outstanding voting securities of the Fund.
10. 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 State of
Delaware. 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.
11. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law, 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 11,
"JCM" shall include any affiliate of JCM performing services for the Trust
contemplated hereunder and directors, officers and employees of JCM and such
affiliates.
12. 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.
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13. 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 amended date and year
first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
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Xxxxx X. Xxxxxx, Chief Financial Officer and
Executive Vice President
JANUS ADVISER SERIES
By:
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx, Vice-President,
Secretary and Chief Legal Counsel
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