Exhibit 4(e)
AMENDMENT TO
JANUS ADVISER
INVESTMENT ADVISORY AGREEMENT
U.S. VALUE FUND
THIS AMENDMENT is made this 6th day of July, 2004, between JANUS ADVISER,
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 U.S. Value Fund (the "Fund"), dated August 5, 2003 (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 Portfolio (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 U.S Value Fund has been changed to Focused Value Fund
effective July 6, 2004;
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 "U.S. Value Fund" shall be replaced with "Focused
Value 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: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Vice
President and General Counsel
JANUS ADVISER
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President