Exhibit 4(oooo)
AMENDMENT TO
JANUS ASPEN SERIES
INVESTMENT ADVISORY AGREEMENT
GROWTH AND INCOME PORTFOLIO
THIS AMENDMENT is made this 14th day of June, 2006, between JANUS ASPEN
SERIES, a Delaware statutory 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 Growth and Income Portfolio (the "Fund"), dated July 1, 2004,
amended February 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 (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 as set forth above, and
the parties agree that a shareholder vote is not required to amend the
Agreement; 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. Sections 5, 6 and 7 of the Agreement shall be deleted in their entirety
and replaced with the following:
"5. Compensation. The Trust shall pay to JCM for its services pursuant
to this Agreement a fee, calculated and payable for each day that this
Agreement is in effect, of 1/365 of 0.62% of the daily closing net asset
value of the Fund (1/366 of 0.62% of the daily closing net asset value of
the Fund in a leap year). The fee shall be paid monthly.
6. Expenses Borne by JCM. In addition to the expenses which JCM may
incur in the performance of its investment advisory functions and other
services under
this Agreement, and the expenses which it may expressly undertake to incur
and pay under other agreements with the Trust or otherwise, JCM shall incur
and pay the following expenses relating to the Fund's operations without
reimbursement from the Fund:
(a) Reasonable compensation, fees and related expenses of the
Trust's officers and its Trustees, except for such Trustees
who are not "interested persons," as defined in the 1940
Act, of JCM, and except as otherwise provided in Section 7;
and
(b) Rental of offices of the Trust.
7. Expenses Borne by the Trust. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and
6 hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees
who are not "interested persons," as defined in the 1940 Act, of JCM;
compensation and related expenses of the Chief Compliance Officer of the
Trust and compliance staff, as authorized from time to time by the Trustees
of the Trust; compensation of the Fund's custodian, transfer agent,
registrar and dividend disbursing agent; legal, accounting, audit and
printing expenses; administrative, clerical, recordkeeping and bookkeeping
expenses; brokerage commissions and all other expenses in connection with
execution of portfolio transactions (including any appropriate commissions
paid to JCM or its affiliates for effecting exchange listed,
over-the-counter or other securities transactions); interest; all federal,
state and local taxes (including stamp, excise, income and franchise
taxes); costs of stock certificates and expenses of delivering such
certificates to purchasers thereof; expenses of local representation in
Delaware; expenses of shareholders' meetings and of preparing, printing and
distributing proxy statements, notices, and reports to shareholders;
expenses of preparing and filing reports and tax returns with federal and
state regulatory authorities; all expenses incurred in complying with all
federal and state laws and the laws of any foreign country applicable to
the issue, offer, or sale of shares of the Fund, including, but not limited
to, all costs involved in the registration or qualification of shares of
the Fund for sale in any jurisdiction, the costs of portfolio pricing
services and compliance systems, and all costs involved in preparing,
printing and mailing prospectuses and statements of additional information
to Fund shareholders; and all fees, dues and other expenses incurred by the
Trust in connection with the membership of the Trust in any trade
association or other investment company organization. To the extent that
JCM shall perform any of the above described administrative and clerical
functions, including transfer agency, registry, dividend disbursing,
recordkeeping, bookkeeping, accounting and blue sky monitoring and
registration functions, and the preparation of reports and returns, the
Trust shall pay to JCM compensation for, or reimburse JCM for its expenses
incurred in connection with, such services as JCM and the Trust shall agree
from time to time, any other provision of this Agreement notwithstanding."
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
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Xxxxx X. Xxxxxx
Chief Financial Officer and
Executive Vice President
JANUS ASPEN SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
