Clayton Street Trust Sample Contracts

CLAYTON STREET TRUST INVESTMENT ADVISORY AGREEMENT PROTECTIVE LIFE DYNAMIC ALLOCATION SERIES- CONSERVATIVE PORTFOLIO
Investment Advisory Agreement • April 30th, 2018 • Clayton Street Trust • Colorado

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made May 30, 2017 between CLAYTON STREET TRUST, a Delaware statutory trust (the “Trust”), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“JCM”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2018 • Clayton Street Trust • Massachusetts

THIS AGREEMENT is made as of the 4th day of February 2016, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and JANUS DETROIT STREET TRUST, a Delaware statutory trust having its principal office and place of business at 151 Detroit Street, Denver, Colorado 80206 (the “Trust”).

FIDELITY BOND ALLOCATION AGREEMENT
Fidelity Bond Allocation Agreement • October 7th, 2022 • Clayton Street Trust

This Fidelity Bond Allocation Agreement (the “Agreement”) is effective as of August 1, 2022, by and among Janus Detroit Street Trust (“JDST”), on behalf of each of its series, and Clayton Street Trust (“CST”), on behalf of each of its series. JDST and CST are each referred to herein individually as a “Trust” and collectively as the “Trusts.” Each series of JDST and CST is referred to herein individually as a “Fund” and collectively as the “Funds.” The Trusts are joint insureds under one or more investment company blanket bonds (the “Bond”) and wish to comply with the provisions of Rule 17g-1 under the Investment Company Act of 1940, as amended (the “Act”).

CUSTODIAN CONTRACT
Custodian Contract • April 5th, 2016 • Clayton Street Trust • Massachusetts

This Custodian Contract, dated as of February 4, 2016 (this “Contract”), is by and between Clayton Street Trust, a Delaware statutory trust, having its principal place of business at 151 Detroit Street, Denver, Colorado 80206, hereinafter called the “Fund,” and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111, hereinafter called the “Custodian.”

FIDELITY BOND ALLOCATION AGREEMENT
Fidelity Bond Allocation Agreement • October 2nd, 2017 • Clayton Street Trust

This Fidelity Bond Allocation Agreement (the “Agreement”) is entered into as of February 3, 2016, by and among Janus Detroit Street Trust (“JDST”), on behalf of each of its series, Clayton Street Trust (“CST”), on behalf of each of its series, Janus Capital Management LLC (“JCM”), Janus Services LLC (“JSLLC”), Janus Distributors LLC (“JDLLC”), VelocityCapital Management LLC (“VCMLLC”) and Janus Index & Calculation Services LLC (“Janus Index”). JDST and CST are each referred to herein individually as a “Trust” and collectively as the “Trusts.” Each series of JDST and CST is referred to herein individually as a “Fund” and collectively as the “Funds.” JCM, JSLLC, JDLLC, VCMLLC, and Janus Index are referred to herein collectively as the “Other Insureds”.

DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2018 • Clayton Street Trust

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made May 30, 2017, by and between Clayton Street Trust, a statutory trust organized and existing under the laws of the State of Delaware, (hereinafter called “CST” or the “Trust”) on behalf of each of its portfolios, whether now existing or hereafter created (each a “Portfolio”), and Janus Distributors LLC, a limited liability company organized and existing under the laws of the State of Delaware (hereinafter called the “Distributor” or “Janus Distributors”). This Agreement applies to the Shares (the “Shares”) of each Portfolio of CST, whether now existing or hereafter created.

FIDELITY BOND ALLOCATION AGREEMENT
Fidelity Bond Allocation Agreement • September 22nd, 2023 • Clayton Street Trust

This Fidelity Bond Allocation Agreement (the “Agreement”) is effective as of August 1, 2023, by and among Janus Detroit Street Trust (“JDST”), on behalf of each of its series, and Clayton Street Trust (“CST”), on behalf of each of its series. JDST and CST are each referred to herein individually as a “Trust” and collectively as the “Trusts.” Each series of JDST and CST is referred to herein individually as a “Fund” and collectively as the “Funds.” The Trusts are joint insureds under one or more investment company blanket bonds (the “Bond”) and wish to comply with the provisions of Rule 17g-1 under the Investment Company Act of 1940, as amended (the “Act”).

Expense Limitation Agreement (General)
Expense Limitation Agreement • April 29th, 2024 • Clayton Street Trust
Clayton Street Trust General Expense Limitation Agreement
General Expense Limitation Agreement • April 30th, 2021 • Clayton Street Trust
Expense Limitation Agreement (Affiliated Funds)
Expense Limitation Agreement • April 29th, 2024 • Clayton Street Trust

As you know, Section 5 of our Investment Advisory Agreement provides for compensation payable to Janus Henderson Investors US LLC (the “Adviser”) with respect to Protective Life Dynamic Allocation Series - Conservative Portfolio, Moderate Portfolio and Growth Portfolio (each a “Fund”). This letter is to inform you that the Adviser will waive and/or reimburse to the Funds a portion of its management fee in an amount equal to a portion of the management fee it earns as investment adviser to affiliated exchange traded funds (“ETFs") in which a Fund invests (if any), for at least the period from April 29, 2024 until May 1, 2025, set forth as follows:

Janus Capital Management LLC Letterhead] Expense Limitation Agreement (“Agreement”)
Expense Limitation Agreement • February 28th, 2019 • Clayton Street Trust
Janus Capital Management LLC Letterhead] Expense Limitation Agreement
Expense Limitation Agreement • February 28th, 2019 • Clayton Street Trust
Expense Limitation Agreement (Affiliated Funds)
Expense Limitation Agreement • April 28th, 2023 • Clayton Street Trust

As you know, Section 5 of our Investment Advisory Agreement provides for compensation payable to Janus Henderson Investors US LLC (the “Adviser”) with respect to Protective Life Dynamic Allocation Series - Conservative Portfolio, Moderate Portfolio and Growth Portfolio (each a “Fund”). This letter is to inform you that the Adviser will waive and/or reimburse to the Funds a portion of its management fee in an amount equal to a portion of the management fee it earns as investment adviser to affiliated exchange traded funds (“ETFs”) in which a Fund invests (if any), for at least the period from May 1, 2023 until May 1, 2024, set forth as follows:

FIDELITY BOND ALLOCATION AGREEMENT
Fidelity Bond Allocation Agreement • April 11th, 2019 • Clayton Street Trust

This Fidelity Bond Allocation Agreement (the “Agreement”) is entered into as of February 3, 2019, by and among Janus Detroit Street Trust (“JDST”), on behalf of each of its series, and Clayton Street Trust (“CST”), on behalf of each of its series. JDST and CST are each referred to herein individually as a “Trust” and collectively as the “Trusts.” Each series of JDST and CST is referred to herein individually as a “Fund” and collectively as the “Funds.” The Trusts are joint insureds under one or more investment company blanket bonds (the “Bond”) and wish to comply with the provisions of Rule 17g-1 under the Investment Company Act of 1940, as amended (the “Act”).

Expense Limitation Agreement (General)
Expense Limitation Agreement • April 29th, 2020 • Clayton Street Trust
CLAYTON STREET TRUST ADMINISTRATION AGREEMENT
Administration Agreement • April 5th, 2016 • Clayton Street Trust • Colorado

THIS ADMINISTRATION AGREEMENT (the “Agreement”) is made this 4th day of March, 2016, between CLAYTON STREET TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series currently existing or subsequently established (each, a “Fund” and together, the “Funds”) and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“JCM”).

FIDELITY BOND ALLOCATION AGREEMENT
Fidelity Bond Allocation Agreement • April 24th, 2018 • Clayton Street Trust

This Fidelity Bond Allocation Agreement (the “Agreement”) is entered into as of February 3, 2018, by and among Janus Detroit Street Trust (“JDST”), on behalf of each of its series, and Clayton Street Trust (“CST”), on behalf of each of its series. JDST and CST are each referred to herein individually as a “Trust” and collectively as the “Trusts.” Each series of JDST and CST is referred to herein individually as a “Fund” and collectively as the “Funds.” The Trusts are joint insureds under one or more investment company blanket bonds (the “Bond”) and wish to comply with the provisions of Rule 17g-1 under the Investment Company Act of 1940, as amended (the “Act”).

CUSTODIAN CONTRACT
Custodian Contract • April 30th, 2018 • Clayton Street Trust • New York

This Custodian Contract dated as of March 28, 2018, is by and between Clayton Street Trust, a statutory trust organized and existing under the laws of Delaware, having its principal place of business at 151 Detroit Street, Denver, Colorado 80206-9916, hereinafter called the “Fund,” and BNP Paribas, acting through its New York branch, duly organized under the laws of France and licensed by the New York State Department of Financial Services, and having its principal place of business in New York at 787 Seventh Avenue, New York, New York 10019 (the “Custodian”).

Clayton Street Trust Expense Limitation Agreement (Affiliated Funds)
Expense Limitation Agreement • April 30th, 2021 • Clayton Street Trust

As you know, Section 5 of our Investment Advisory Agreement provides for compensation payable to Janus Capital Management LLC (“JCM”) with respect to Protective Life Dynamic Allocation Series—Conservative Portfolio, Moderate Portfolio and Growth Portfolio (each a “Fund”). This letter is to inform you that JCM will waive and/or reimburse to the Funds a portion of its management fee in an amount equal to a portion of the management fee it earns as investment adviser to affiliated exchange traded funds (“ETFs”) in which a Fund invests (if any), for at least the period from May 1, 2021 until May 1, 2022, set forth as follows:

Expense Limitation Agreement (General)
Expense Limitation Agreement • April 28th, 2023 • Clayton Street Trust
Expense Limitation Agreement (Affiliated Funds)
Expense Limitation Agreement • April 29th, 2020 • Clayton Street Trust
FORM OF TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 5th, 2016 • Clayton Street Trust • Colorado

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of __, 2016, by and between Clayton Street Trust, a Delaware statutory trust (the “Trust”) which offers each of its portfolios in one or more classes of shares, and Janus Services LLC, a Delaware limited liability company (“JSLLC”).

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Expense Limitation Agreement
Expense Limitation Agreement • April 30th, 2018 • Clayton Street Trust
Sub-Item 77Q1(e) Copies of any new or amended Registrant investment advisory contracts
Investment Advisory Agreement • August 29th, 2016 • Clayton Street Trust

Investment Advisory Agreement for Protective Life Dynamic Allocation Series – Conservative Portfolio, is incorporated herein by reference to Exhibit (d)(1) to Pre-Effective Amendment No. 1 to Clayton Street Trust registration statement on Form N-1A, filed on April 5, 2016; accession number 0001193125-16-529754 (File No. 333-208542).

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