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JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
JANUS HIGH-YIELD FUND
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this
3rd day of April, 2002, between JANUS INVESTMENT FUND, a Massachusetts
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 High-Yield Fund (the "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM
should assist the Trustees and officers of the Trust in the management of the
securities portfolio of the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services. 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. JCM shall supervise the purchase and sale of securities as
directed by the appropriate officers of the Trust.
2. 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 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 the Fund's 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.
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 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.
4. Compensation. The Trust shall pay to JCC for its investment
advisory services a fee, calculated and payable for each day that this
Agreement is in effect, of 1/365 of 0.75% of the first $300,000,000 of the
daily closing net asset value of the Fund, plus 1/365 of 0.65% of the daily
closing net asset value in excess of $300,000,000 (or 1/366 of either rate
in a leap year). The fee shall be paid monthly.
5. 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.
6. 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 2 and 5
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 Massachusetts; 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 with the membership of the Trust in any trade association or other
investment company organization.
7. Treatment of Investment Advice. The Trust shall treat the
investment advice and recommendations of JCM 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 in the interim between meetings of the Trustees.
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,
2002, 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 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.
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 INVESTMENT FUND
By: Xxxxxx Xxxxxx Xxxxx, Vice President
