Exhibit (d)2
AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT
This Amendment is made as of May 12, 2003, between Janus Capital Management
LLC, a Delaware limited liability company ("JCM"), and Xxxxx Street Advisors,
LLC, a Delaware limited liability company ("Investment Manager").
BACKGROUND
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A. JCM and Investment Manager are parties to a Sub-Investment Advisory
Agreement dated May 1, 2003, (the "Agreement").
B. The parties wish to amend the Agreement as set forth below.
AMENDMENT
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For good and valuable consideration, the receipt of which is acknowledged,
the parties agree as follows:
1. The first sentence of Section 1(a) of the Agreement shall be deleted
and replaced with the following.
"JCM shall, subject to the control of the Directors of the Fund and to
the supervision of Investment Manager, have exclusive authority to
manage the investment and reinvestment of the assets of the Portfolio,
excluding short-term uninvested cash, provided that such management is
in accordance with the Fund's articles of incorporation, by-laws,
prospectus and Statement of Additional Information and in its
registration statements under the Investment Company Act of 1940 (the
"1940 Act"), Investment Manager acknowledges that JCM has authority to
trade every day the market is open.
2. The Agreement, as supplemented by this Amendment, is ratified and
confirmed.
3. This Agreement may be executed in two or more counterparts which
together shall constitute one instrument.
JANUS CAPITAL MANAGEMENT LLC XXXXX STREET ADVISORS, LLC
By: /s/ XXXXXX X. XXXX By: /s/ XXXX X. XXXX
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Name: Xxxxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Vice President Title: President
