Exhibit 5(g)
AMENDMENT TO
JANUS ADVISER SERIES
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
THIS AMENDMENT is made this 14th day of June, 2006, between JANUS
ADVISER SERIES, a statutory trust organized and existing under the laws of the
State of Delaware ("the Trust"), on behalf of the Class A Shares, Class C
Shares, Class I Shares, Class R Shares and Class S Shares (each, a "Class") of
each of its portfolios (except that Janus Adviser Money Market Fund is not
authorized to issue Class R Shares or Class I Shares), whether now existing or
hereafter created (each a "Fund" or collectively the "Funds"), and JANUS
DISTRIBUTORS LLC, a limited liability company organized and existing under the
laws of the State of Delaware (the "Distributor").
WITNESSETH
WHEREAS, the Trust and the Distributor are parties to an Amended and
Restated Distribution Agreement dated November 28, 2005 (the "Agreement");
WHEREAS, the parties desire to amend the Agreement as set forth in
greater detail below;
WHEREAS, pursuant to Section 15 of the Agreement, the Agreement may be
amended in writing signed by each party against which enforcement of the change,
waiver, discharge, or termination is sought;
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 effective date of the termination of the Agreement has
been changed to February 1, 2007;
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. Section 14 of the Agreement shall be deleted in its entirety and
replaced with the following:
"14. Duration and Termination of this Agreement. This Agreement shall
become effective as of the date first written above and unless
terminated as provided herein, shall remain in effect through February
1, 2007, and from year to year thereafter with respect to each Class of
Shares of each Fund, but only so long as such continuance is
specifically approved at least annually
(a) by a vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any such party, voting in person at
a meeting called for the purpose of voting on such approval, and (b) by
the vote of either a majority of the Trustees or a majority of the
outstanding voting securities of the respective Class of Shares. If the
continuance of this Agreement is not approved as to a Class of Shares
of a Fund or a Fund as a whole, the Distributor may continue to render
to that Class of Shares or Fund the services described herein in the
manner and to the extent permitted by the 1940 Act and the rules and
regulations thereunder, and this Agreement shall continue with respect
to a Class of Shares of the Funds, or those Funds as a whole that have
approved its continuance. This Agreement may be terminated with respect
to a Class of Shares of a Fund or a Fund as a whole, without the
payment of any penalty, on 60 days' written notice, (a) by a vote of a
majority of the Trustees or by a vote of a majority of the outstanding
voting securities of such Class of Shares of the Fund or of the Fund,
and (b) in the case of the Class A Shares, Class C Shares, Class S
Shares, Class I Shares or Class R Shares of a Fund, by a vote of a
majority of the Trustees who are not interested persons of the Trust
and have no direct or indirect financial interest in the operation of
the Distribution and Shareholder Servicing Plan for such Shares or in
any agreements related to such Distribution and Shareholder Servicing
Plan, or (c) by the Distributor. Without prejudice to any other
remedies of the Trust, the Trust may terminate this Agreement at any
time immediately on written notice in the event of the Distributor's
failure to fulfill any of its obligations hereunder, including the
termination or suspension of any of the Registrations. This Agreement
will automatically terminate in the event of its assignment.
In interpreting the provisions of this Paragraph 14, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions
of "interested person," "assignment," and "majority of the outstanding
voting securities") shall be applied."
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 DISTRIBUTORS LLC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
JANUS ADVISER SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
