Exhibit 4(jjjjjj)
AMENDMENT TO
JANUS INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
JANUS RESEARCH FUND
THIS AMENDMENT is made this 31st day of December, 2006, between JANUS
INVESTMENT FUND, a Massachusetts business trust (the "Trust"), and JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company ("JCM").
WITNESSETH
WHEREAS, the Trust and JCM are parties to an Investment Advisory Agreement
on behalf of Janus Research Fund (the "Fund"), dated December 2, 2004, amended
January 1, 2006 and June 14, 2006 (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 (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 Investment Company Act of 1940, as amended
(the "1940 Act")) of any party to the Agreement, and (ii) if required by
applicable law, 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 on all matters and the
affirmative vote of a majority of the outstanding securities of the Fund as set
forth above with respect to material amendments to the investment advisory
agreement; and
WHEREAS, the name of Janus Research Fund has been changed to Janus Global
Research Fund effective December 31, 2006; and
WHEREAS, the benchmark index used for purposed of calculating the
Performance Adjustment has been changed to the Xxxxxx Xxxxxxx Capital
International World Growth Index effective January 1, 2007; and
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 Research Fund" shall be replaced with "Janus
Global Research Fund."
2. Section 5 of the Agreement shall be deleted in its entirety and replaced
with the following:
"5. Compensation. The Trust shall pay to JCM for its services pursuant
to this Agreement a monthly base fee of 1/12 of 0.64% of the average daily
closing net asset value of the Fund for any calendar month (the "Base
Fee"), adjusted by a performance fee as set forth in Schedule A. For any
period less than a month during which this Agreement is in effect, the Base
Fee shall be prorated according to the proportion which such period bears
to a full month of 28, 29, 30 or 31 days, as the case may be."
3. Schedule A of the Agreement shall be deleted in its entirety and
replaced with the following effective January 1, 2007:
SCHEDULE A
PERFORMANCE ADJUSTMENT
(COMMENCING WITH MONTHLY FEES PAYABLE FOR JANUARY 2007)
The monthly fee shall consist of the Base Fee, as adjusted based upon the
investment performance of the Fund in relation to the cumulative investment
record of one or more benchmark indexes over the "Performance Period" (such
adjustment being referred to herein as the "Performance Adjustment") as
described below. The "Performance Period" is defined as the shorter of: (a) the
period from January 1, 2006 through the end of the month preceding the month for
which the fee is being calculated; or (b) the 36 month period preceding the
month for which the fee is being calculated.
The Xxxxxxx 1000 Index (the "Prior Index") is the benchmark through
December 31, 2006; and the Xxxxxx Xxxxxxx Capital International World Growth
Index (the "Successor Index") is the benchmark commencing January 1, 2007.
Therefore, in calculating the Performance Adjustment for any Performance Period
that commences prior to January 1, 2007, the Prior Index shall be used for that
portion of the period preceding that date, and, for any Performance Period that
ends after December 31, 2006, the Successor Index shall be used for that portion
of the period subsequent to that date.
The Performance Adjustment for any month commencing in January 2007 shall
be derived from the difference between: (1) the positive or negative Total
Return of the Measuring Class of shares of the Fund over the Performance Period
ending at the end of the next preceding month, less (2) the positive or negative
percentage change in the benchmark index over that period (or sum of the
percentage changes in the benchmark indexes if two benchmarks are used during
that period). If the difference is less than a positive or negative 0.50%, the
Fund shall pay the Base Fee for that month, without a Performance Adjustment. If
the difference is 0.50% or more, the Fund shall pay the Base Fee plus or minus a
Performance Adjustment of 1/12 of 0.0125% (or approximately 0.00104%) for each
full positive or negative 0.50% of the Performance Adjustment multiplied by the
average daily net assets of the Fund during the Performance Period, provided,
however, that a Performance Adjustment for any month shall not exceed 1/12 of
..15% (or 0.0125%) of the average net assets during the Performance Period.
For purposes of computing the Base Fee and any adjustment, net assets are
averaged over different periods (average daily net assets during the relevant
month for the Base Fee versus average daily net assets during the Performance
Period for the adjustment). The Base Fee is calculated and accrued daily. The
adjustment is calculated monthly in arrears and is accrued evenly each day
throughout the month. The investment advisory fee is paid monthly in arrears.
The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Amended and Restated
Agreement and Declaration of Trust, Amended and Restated Bylaws and registration
statement, each as may be amended from time to time.
The Total Return of the Measuring Class of shares of the Fund will be the
sum of:
(1) the change in the net asset value per share of the Measuring Class
("NAV") during the Performance Period; plus
(2) the value of the per share distributions accumulated on the Measuring
Class during the Performance Period; plus
(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of the
Performance Period;
expressed as a percentage of the Fund's NAV per share at the beginning of the
Performance Period. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income and
of capital gains taxes per share paid or payable on undistributed realized
long-term capital gains shall be treated as reinvested in shares of the Fund at
the NAV in effect at the close of business on the record date for the payment of
such distributions and dividends and the date on which provision is made for
such taxes, after giving effect to such distributions, dividends and taxes.
The change in the benchmark index or indexes will be the sum of:
(1) the change in the level of the index (or the blended change in the
level of the indexes, as applicable) during the Performance Period; plus
(2) the value, computed consistently with the index, of cash distributions
made by companies whose securities comprise the index accumulated to the end of
the Performance Period (or, as applicable, the value of cash distributions made
by companies whose securities comprise the Prior Index, accumulated through
December 31, 2006, plus the value of cash distributions made by companies whose
securities comprise the Successor Index, accumulated on and after January 1,
2007 to the end of the Performance Period, in each computed consistently with
the respective index), expressed as a percentage of the index level at the
beginning of the Performance Period. For this purpose, cash distributions on the
securities which comprise the index shall be treated as reinvested in the index
at least as frequently as the end of each calendar quarter following the payment
of the dividend.
The "Measuring Class" of shares of the Fund shall initially be the oldest
class of shares. From time to time, the Trustees may, by vote of the Trustees of
the Trust voting in person, including a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of any such parties, determine that a different class of shares of the Fund is
the most appropriate for use in calculating the Performance Adjustment. If a
different class of shares ("Successor Class") is substituted in calculating the
Performance Adjustment, the use of that Successor Class of shares for purposes
of calculating the Performance Adjustment may apply to the entire Performance
Period so long as such Successor Class was outstanding at the beginning of such
period. If the Successor Class of shares was not outstanding for all or a
portion of the Performance Period, it may only be used in calculating that
portion of the Performance Adjustment attributable to the period during which
such Successor Class was outstanding and any prior portion of the Performance
Period shall be calculated using the class of shares previously designated.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the date first above written.
JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chief Financial Officer and
Executive Vice President
JANUS INVESTMENT FUND
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
