Form N-SAR
Sub-Item 77Q1(e)_19
Copies of New or Amended Registrant Investment Advisory Contracts
33-63212, 811-7736
AMENDMENT TO
JANUS ASPEN SERIES
SUB-ADVISORY AGREEMENT
XXXXX XXXXX INTECH RISK-MANAGED GROWTH PORTFOLIO
THIS AMENDMENT is made this 14th day of June, 2006, between JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company ("Janus"), and ENHANCED
INVESTMENT TECHNOLOGIES, LLC, a Delaware limited liability company ("INTECH").
W I T N E S S E T H
WHEREAS, Xxxxx and INTECH are parties to a Sub-Advisory Agreement on behalf
of Xxxxx Xxxxx INTECH Risk-Managed Growth Portfolio (the "Fund"), a series of
Xxxxx Xxxxx Series, a Delaware statutory trust (the "Trust"), dated July 1,
2004, as amended May 1, 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 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 1940 Act) of the Trust or Janus, INTECH or
their affiliates, 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 as set forth above, and
the parties agree that a shareholder vote is not required to amend the
Agreement; and
WHEREAS, the effective date of the termination of the Agreement has been
changed to February 1, 2007;
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. Section 8 of the Agreement shall be deleted in its entirety and replaced
with the following:
"8. Term. This Agreement shall become effective as of the date first
set forth above and shall continue in effect until February 1, 2007, 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 (a) the vote of a majority of
the Trustees of the Trust who are not parties hereto or interested persons
of the Trust, Janus or INTECH, cast in person at a meeting called for the
purpose of voting on the approval of the terms of such renewal, and
(b) 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 February 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."
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/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
ENHANCED INVESTMENT TECHNOLOGIES, LLC
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
