Exhibit 4(jj)
JANUS INVESTMENT FUND
FORM OF INVESTMENT ADVISORY AGREEMENT
JANUS INSTITUTIONAL CASH RESERVES FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this ___ day
of _____, 2002, between JANUS INVESTMENT FUND, a Massachusetts business trust
(the "Trust"), and JANUS CAPITAL CORPORATION, a Colorado corporation ("JCC").
W I T N E S S E T H:
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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 Cash Reserves
Fund (the "Fund"); and
WHEREAS, the Trust and JCC have entered into a separate agreement for the
provision of administrative services; and
WHEREAS, the Trust and JCC deem it mutually advantageous that JCC should
assist the Trustees and officers of the Trust in the management of the
securities portfolio of the Fund as described below.
NOW, THEREFORE, the parties agree as follows:
1. INVESTMENT ADVISORY SERVICES. JCC 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. JCC 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, JCC 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 JCC, and the investment considerations which have given rise
to those recommendations. JCC shall supervise the purchase and sale of
securities and other obligations and related brokerage and dealer relationships
as directed by the appropriate Officers of the Trust.
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2. OTHER SERVICES. JCC is hereby authorized, subject to review by the
Trustees, to furnish or arrange for such other services as JCC 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 JCC 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 JCC 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 JCC with any further materials or information which
JCC may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate JCC for its services and reimburse JCC for its
expenses incurred hereunder in accordance with the provisions
hereof.
4. COMPENSATION. The Trust shall pay to JCC for its investment advisory
services 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 JCC. The Trust shall bear all expense incidental to
the operation of the Fund.
6. TREATMENT OF INVESTMENT ADVICE. The Trust shall treat the investment
advice and recommendations of JCC 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.
7. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Trust
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 JCC at its principal place of business. This Agreement
may be terminated by JCC 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
termination of this Agreement if JCC does not continue to provide investment
advice to the Fund after such termination.
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8. ASSIGNMENT. This Agreement shall terminate automatically in the event
of any assignment of this Agreement.
9. TERM. This Agreement shall continue in effect until July 1, 2003,
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 Trust. 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.
10. 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 JCC and, (b) if
required by applicable law, by the affirmative vote of a majority of the
outstanding voting securities of the Fund.
11. 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
Commonwealth of Massachusetts. 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.
12. LIMITATION OF LIABILITY OF JCC. JCC 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 12,
"JCC" shall include any affiliate of JCC performing services for the Trust
contemplated hereunder and directors, officers and employees of JCC and such
affiliates.
13. ACTIVITIES OF JCC. The services of JCC to the Trust hereunder are not
to be deemed to be exclusive, and JCC 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 JCC as directors,
officers and shareholders of JCC, that directors, officers, employees and
shareholders of JCC are or may become similarly interested in the Trust, and
that JCC may become interested in the Trust as a shareholder or otherwise.
14. 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.
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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 CORPORATION
By:
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Xxxxxx X. Early, Vice President
JANUS INVESTMENT FUND
By:
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Xxxxxx X. Xxxxxx, President
