Exhibit 4(k)
AMENDMENT
THIS AMENDMENT IS made as of May 1, 2000, by and between Janus Aspen
Series, a Delaware business trust (the "Trust") on behalf of Growth Portfolio
(the "Fund"), and Janus Capital Corporation, a Colorado corporation ("JCC"). The
Trust and JCC are collectively referred to herein as the "Parties."
WHEREAS, the Trust and JCC are parties to an Investment Advisory Agreement
dated July 1, 1997 (hereinafter referred to as the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement as set forth in greater
detail below; and
WHEREAS, pursuant to Section 12 of the Agreement, any amendment to the
Agreement is subject to the approval by (i) 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 0000 Xxx) of JCC 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); and
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;
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. Section 4 of the Agreement is hereby deleted and replaced in its
entirety by the following:
"4. Compensation. The Trust shall pay to JCC 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)."
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, contain 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 to the Agreement may be contemporaneously executed in one
or more counterparts, each of which shall be deemed an original but all of
which together
shall constitute one and the same instrument.
4. Each of the undersigned is duly authorized to sign this Amendment on
behalf of the respective Parties.
IN WITNESS WHEREOF, the Parties have executed this Amendment to the
Agreement as of the date first above written.
JANUS CAPITAL CORPORATION
By:
Name: Xxxxxx X. Goodbarn
Title: Vice President
JANUS ASPEN SERIES
By :
Name: Xxxxxx X. Xxxxxx
Title: President
