Exhibit 5(j)
AMENDMENT TO
JANUS ASPEN SERIES
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This AMENDMENT is made this 14th day of December, 2007, between Janus Aspen
Series, a Delaware statutory trust (the "Trust") and JANUS DISTRIBUTORS LLC, a
Delaware limited liability company (the "Distributor").
WITNESSETH
WHEREAS, the Trust and the Distributor are parties to an Amended and
Restated Distribution Agreement, dated June 18, 2002, as amended (the
"Agreement");
WHEREAS, the parties desire to amend the Agreement as set forth in greater
detail below;
WHEREAS, the parties have agreed to amend the Agreement to comply with the
Trust's Anti-Money Laundering Program and U.S. Congress has enacted the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, as may be amended from time to time, and all
regulations promulgated pursuant thereto (collectively, the "USA PATRIOT Act")
and the Bank Secrecy Act, as amended, and the regulations promulgated pursuant
thereto (collectively, the "BSA"); and
WHEREAS, the parties have obtained appropriate Trustee approval to amend
the Agreement and the parties agree shareholder approval is not required to
approve this amendment;
NOW, THEREFORE, in consideration of the mutual promises set forth and for
other good and valuable consideration, the parties agree to amend the Agreement
as follows:
1. Section 11 of the Agreement shall be deleted in its entirety and replaced
with the following:
"11. Anti-Money Laundering.
(a) The Distributor agrees that it will establish and implement an
anti-money laundering program that duly conforms in all respects
with current applicable federal anti-money laundering laws and
regulations.
(b) The Distributor shall create and maintain books and records as
required for the Trust by the USA PATRIOT Act and the Bank
Secrecy Act, as amended (collectively, the "AML Acts"), and make
such books and records available for inspection by the U.S.
Department of Treasury's
Financial Crimes Enforcement Network and the Securities and
Exchange Commission as may be requested pursuant to the AML Acts.
Distributor will notify the Trust of any such requests."
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
supersedes 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 DISTRIBUTORS LLC
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
JANUS ASPEN SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
