Page 1
JANUS ASPEN SERIES
INVESTMENT ADVISORY AGREEMENT
INTERNATIONAL GROWTH
PORTFOLIO
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this
3rd day of April, 2002, between JANUS ASPEN SERIES, a
Delaware business 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 is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and has registered its shares for public
offering under the Securities Act of 1933, as amended (the "1933
Act"); and
WHEREAS, the Trust is authorized to create separate funds,
each with its own separate investment portfolio of which the
beneficial interests are represented by a separate series of shares;
one of such funds created by the Trust being designated as the
Aggressive Growth Portfolio (the "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous
that JCM should assist the Trustees and officers of the Trust in
the management of the securities portfolio of the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Investment Advisory Services. JCM shall furnish
continuous advice and recommendations to the Fund as to the
acquisition, holding, or disposition of any or all of the securities
or other assets which the Fund may own or contemplate acquiring
from time to time. JCM shall give due consideration to the investment
policies and restrictions and the other statements concerning
the Fund in the Trust Instrument, bylaws, and registration statements
under the 1940 Act and the 1933 Act, and to the provisions of
the Internal Revenue Code, as amended from time to time, applicable
to the Fund as a regulated investment company and as a funding
vehicle for variable insurance contracts. In addition, JCM shall cause
its officers to attend meetings and furnish oral or written
reports, as the Trust may reasonably require, in order to keep the Trustees
and appropriate officers of the Trust fully informed as
to the condition of the investment portfolio of the Fund, the investment
recommendations of JCM, and the investment considerations
which have given rise to those recommendations. JCM shall supervise
the purchase and sale of securities as directed by the
appropriate officers of the Trust.
2. Other Services. JCM is hereby authorized (to the extent
the Trust has not otherwise contracted) but not obligated
(to the extent it so notifies the Trustees at least 60 days in advance), to
perform (or arrange for the performance by affiliates of)
the management and administrative services necessary for the operation of
the Fund. JCM is specifically authorized, on behalf of the
Trust, to conduct relations with custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers
and dealers, corporate fiduciaries, insurance company separate accounts,
insurers, banks and such other persons in any such other
capacity deemed by JCM to be necessary or desirable. JCM shall generally
monitor and report to Fund officers the Fund's compliance
with investment policies and restrictions as set forth in the currently
effective prospectus and statement of additional information
relating to the shares of the Fund under the Securities Act of 1933, as
amended. JCM shall make reports to the Trustees of its
performance of services hereunder upon request therefor and furnish advice
and recommendations with respect to such other aspects of
the business and affairs of the Fund as it shall determine to be
desirable. JCM is also authorized, subject to review by the
Trustees, to furnish such other services as JCM shall from time to time
determine to be necessary or useful to perform the services
contemplated by this Agreement.
3. Obligations of Trust. The Trust shall have the following
obligations under this Agreement:
(a) to keep JCM continuously and fully informed as
to the composition of its investment portfolio and the
nature of all of its assets and liabilities from
time to time;
(b) to furnish JCM with a certified copy of any
financial statement or report prepared for it by certified or
independent public accountants and with
copies of any financial statements or reports made to its
shareholders or to any governmental body or
securities exchange;
(c) to furnish JCM with any further materials or
information which JCM may reasonably request to enable it to
perform its function under this Agreement; and
(d) to compensate JCM for its services and reimburse
JCM for its expenses incurred hereunder in accordance with
the provisions hereof.
4. Compensation. The Trust shall pay to JCM for its
investment
advisory services a fee, calculated and payable for
each day that this Agreement is in effect, of 1/365 of 0.65% of the daily
closing net asset value of the Fund (1/366 of 0.65% of the
daily closing net asset value of the Fund in a leap year). The fee shall be
paid monthly.
5. Expenses Borne by JCM.~~In addition to the expenses
which JCM may incur in the performance of its investment
advisory functions 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
(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 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.
7. Treatment of Investment Advice.~~The Trust shall treat
the investment advice and recommendations of JCM as being
advisory only, and shall retain full control over its own investment
policies.
However, the Trustees may delegate to the appropriate
officers of the Trust, or to a committee of the Trustees, the power to
authorize purchases, sales or other actions affecting the
portfolio of the Fund in the interim between meetings of the Trustees.
8. Termination.~~This Agreement may be terminated at any time,
without penalty, by the Trustees of the Trust, or by the
shareholders of the Fund acting by vote of at least a majority of its
outstanding voting securities, provided in either case that
sixty (60) days advance written notice of termination be given to JCM at
its principal place of business. This Agreement may be
terminated by JCM at any time, without penalty, by giving sixty (60) days
advance written notice of termination to the Trust,
addressed to its principal place of business. The Trust agrees that,
consistent with the terms of the Trust Instrument, the Trust
shall cease to use the name "Janus" in connection with the Fund as soon as
reasonably practicable following any termination of this
Agreement if JCM does not continue to provide investment advice to the Fund
after such termination.
9. Assignment.~~This Agreement shall terminate automatically
in the event of any assignment of this Agreement.
10. Term.~~This Agreement shall continue in effect until
July 1, 2002, 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 the vote of a majority of the Trustees of the Trust who are
not parties hereto or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by 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 July~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.
11. Amendments.~~This Agreement may be amended by the
parties only if such amendment is specifically approved (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 ▇▇▇▇ ▇▇▇) 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).
12. Other Series.~~The Trustees shall determine the basis
for making an appropriate allocation of the Trust's expenses
(other than those directly attributable to the Fund) between the Fund and
the other series of the Trust.
13. Limitation of Personal Liability.~~All the parties hereto
acknowledge and agree that all liabilities of the Trust
arising, directly or indirectly, under this Agreement, of any and every
nature whatsoever, shall be satisfied solely out of the
assets of the Fund and that no Trustee, officer or holder of shares of
beneficial interest of the Trust shall be personally liable
for any of the foregoing liabilities.~~The Trust Instrument describes
in detail the respective responsibilities and limitations on
liability of the Trustees, officers and holders of shares of beneficial
interest of the Trust.
14. Limitation of Liability of JCM.~~JCM shall not be liable
for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission taken with respect
to the Trust, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder and
except to the extent otherwise provided by law. As used in this Section 14,
"JCM" shall include any affiliate of JCM performing
services for the Trust contemplated hereunder and directors, officers and
employees of JCM and such affiliates.
15. Activities of JCM.~~The services of JCM to the Trust
hereunder are not to be deemed to be exclusive, and JCM and its
affiliates are free to render services to other parties. It is understood
that trustees, officers and shareholders of the Trust are
or may become interested in JCM as directors, officers and shareholders of
JCM, that directors, officers, employees and shareholders
of JCM are or may become similarly interested in the Trust, and that
JCM may become interested in the Trust as a shareholder or
otherwise.
16. Certain Definitions.~~The terms "vote of a majority of
the outstanding voting securities," "assignment" and
"interested persons" when used herein, shall have the respective
meanings specified in the 1940 Act, as now in effect or hereafter
amended, and the rules and regulations thereunder, subject to such
orders, exemptions and interpretations as may be issued by the
Securities and Exchange Commission under said Act and as may be then in effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Investment Advisory Agreement as
of the date and year first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
▇▇▇▇▇▇ ▇. Early, Vice President
JANUS ASPEN SERIES
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
