AMENDMENT TO JANUS ASPEN SERIES INVESTMENT ADVISORY AGREEMENT JANUS PORTFOLIO
Exhibit (d)(64)
AMENDMENT TO
JANUS PORTFOLIO
THIS AMENDMENT is made this 3rd day of December, 2010, 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 Amended and Restated Investment Advisory
Agreement on behalf of Janus Portfolio (the “Fund”), dated July 1, 2010 (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. The following paragraph in Schedule A of the Agreement is deleted and replaced with the
following below. All other paragraphs and sections of Schedule A remain in full force and effect.
For purposes of computing the Base Fee and the Performance Adjustment, net assets are averaged
over different periods (average daily net assets during the relevant month for the Base Fee versus
average daily net assets during the Performance Period for the Performance Adjustment). The Base
Fee is calculated and accrued daily. The Performance Adjustment is calculated monthly in arrears
and is accrued daily, beginning no later than the second business
day of the month, and thereafter, the amount is distributed evenly throughout the month. The
investment advisory fee is paid monthly in arrears.
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 |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Senior Vice President, General Counsel and Secretary | ||||
| JANUS ASPEN SERIES |
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| By: | /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx | |||
| Xxxxxxxxx Xxxxxxxxxx-Xxxxxx | ||||
| Vice President, Legal Counsel and Secretary | ||||
