Exhibit 4(m)
FIRST AMENDMENT TO
JANUS ADVISER SERIES
INVESTMENT ADVISORY AGREEMENT
JANUS ADVISER EQUITY INCOME FUND
THIS FIRST AMENDMENT is made this 30th day of September, 2001, between
JANUS ADVISER SERIES, a Delaware business trust (the "Trust"), and JANUS CAPITAL
CORPORATION, a Colorado corporation ("JCC").
W I T N E S S E T H
WHEREAS, the Trust and JCC are parties to an Investment Advisory Agreement
on behalf of Janus Adviser Equity Income Fund (the "Fund"), dated April 3, 2000
(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 by (i) 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 (the "1940
Act")) of JCC 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);
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; and
WHEREAS, the name of Janus Adviser Equity Income Fund has been changed to
Janus Adviser Core Equity Fund effective September 30, 2001;
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. All references to "Janus Adviser Equity Income Fund" shall be replaced
with "Janus Adviser Core Equity Fund."
2. The parties acknowledge that the Agreement, as amended, remains in full
force and effect as of the date of this Amendment, and that this Amendment,
together with the Agreement, contains the entire understanding and the full and
complete agreement of the parties
and supercedes and replaces any prior understandings and agreements among the
parties respecting the subject matter hereof.
3. This Amendment may be contemporaneously executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the date first above written.
JANUS CAPITAL CORPORATION
By:
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Xxxxxx X. Early, Vice President and
General Counsel
JANUS ADVISER SERIES
By:
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Xxxxxx X. Xxxxxx, President
