EXHIBIT 4(cc)
FORM OF AMENDMENT TO
JANUS ADVISER SERIES
INVESTMENT ADVISORY AGREEMENT
JANUS ADVISER INTERNATIONAL VALUE FUND
THIS AMENDMENT is made this __ day of November, 2003, between JANUS
ADVISER SERIES, a Delaware statutory 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 and JCM are parties to an Investment Advisory
Agreement on behalf of Janus Adviser International Value Fund (the "Fund"),
dated April 3, 2002 (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 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);
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 International Value Fund has been
changed to Janus Adviser Foreign Stock Fund effective November __, 2003;
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 International Value Fund"
shall be replaced with "Janus Adviser Foreign Stock 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 and any prior amendments, 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 MANAGEMENT LLC
By:____________________________________________
Xxxxxx Xxxxxx Xxxxx, Vice President
JANUS ADVISER SERIES
By:____________________________________________
Xxxxxx Xxxx, Vice President
