0001193125-16-529754 Sample Contracts

CLAYTON STREET TRUST INVESTMENT ADVISORY AGREEMENT PROTECTIVE LIFE DYNAMIC ALLOCATION SERIES- CONSERVATIVE PORTFOLIO
Investment Advisory Agreement • April 5th, 2016 • Clayton Street Trust • Colorado

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made this 4th day of March, 2016 between CLAYTON STREET TRUST, a Delaware statutory trust (the “Trust”), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“JCM”).

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CUSTODIAN CONTRACT
Custodian Contract • April 5th, 2016 • Clayton Street Trust • Massachusetts

This Custodian Contract, dated as of February 4, 2016 (this “Contract”), is by and between Clayton Street Trust, a Delaware statutory trust, having its principal place of business at 151 Detroit Street, Denver, Colorado 80206, hereinafter called the “Fund,” and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02111, hereinafter called the “Custodian.”

DISTRIBUTION AGREEMENT
Distribution Agreement • April 5th, 2016 • Clayton Street Trust

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of the 4th day of March, 2016, by and between Clayton Street Trust, a statutory trust organized and existing under the laws of the State of Delaware, (hereinafter called “CST” or the “Trust”) on behalf of each of its portfolios, whether now existing or hereafter created (each a “Portfolio”), and Janus Distributors LLC, a limited liability company organized and existing under the laws of the State of Delaware (hereinafter called the “Distributor” or “Janus Distributors”). This Agreement applies to the Shares (the “Shares”) of each Portfolio of CST, whether now existing or hereafter created.

CLAYTON STREET TRUST ADMINISTRATION AGREEMENT
Administration Agreement • April 5th, 2016 • Clayton Street Trust • Colorado

THIS ADMINISTRATION AGREEMENT (the “Agreement”) is made this 4th day of March, 2016, between CLAYTON STREET TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series currently existing or subsequently established (each, a “Fund” and together, the “Funds”) and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“JCM”).

FORM OF TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 5th, 2016 • Clayton Street Trust • Colorado

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of __, 2016, by and between Clayton Street Trust, a Delaware statutory trust (the “Trust”) which offers each of its portfolios in one or more classes of shares, and Janus Services LLC, a Delaware limited liability company (“JSLLC”).

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