Form N-SAR
Sub-Item 77Q1(e)_16
Copies of New or Amended Registrant Investment Advisory Contracts
33-63212, 811-7736
AMENDMENT TO
JANUS ASPEN SERIES
INVESTMENT ADVISORY AGREEMENT
MONEY MARKET 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").
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 Money Market Portfolio (the "Fund"), dated April 3, 2002, 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 10 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 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
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 4, 5 and 6 of the Agreement shall be deleted in their entirety
and replaced with the following:
"4. 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 0.25% of the aggregate closing net
asset value of the shares of the Fund for each day of such month.
5. 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 of JCM, and except as otherwise provided in
Section 7; and
(b) Rental of offices of the Trust.
6. 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 2 and
5 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 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 of the Fund; 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
Xxxxx X. Xxxxxx
Chief Financial Officer and
Executive Vice President
JANUS ASPEN SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
