0001193125-17-383724 Sample Contracts

JANUS ASPEN SERIES INVESTMENT ADVISORY AGREEMENT BALANCED PORTFOLIO
Investment Advisory Agreement • December 29th, 2017 • Janus Aspen Series • Colorado

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made this 30th day of May, 2017, between JANUS ASPEN SERIES, 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 • December 29th, 2017 • Janus Aspen Series • New York

This Custodian Contract dated as of October 19, 2017, is by and between Janus Aspen Series, a statutory trust organized and existing under the laws of Delaware, having its principal place of business at 151 Detroit Street, Denver, Colorado 80206-9916, hereinafter called the “Fund”, and BNP Paribas, acting through its New York branch, duly organized under the laws of France and licensed by the New York State Department of Financial Services, and having its principal place of business in New York at 787 Seventh Avenue, New York, New York 10019 (the “Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 29th, 2017 • Janus Aspen Series

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of the 30th day of June, 2017, by and between Janus Aspen Series, a business trust organized and existing under the laws of the State of Delaware, (hereinafter called “JAS”) on behalf of the Institutional Shares and Service Shares 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 Institutional Shares and Service Shares (together, the “Shares”) of each Portfolio of JAS, whether now existing or hereafter created.

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Form of Agreement and Plan of Reorganization • December 29th, 2017 • Janus Aspen Series • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [ ] day of [ , , 2018] by and between Janus Aspen Series, a Delaware statutory trust (the “Trust”), on behalf of Janus Henderson Global Allocation Portfolio – Moderate, a series of the Trust (the “Target Fund”), and Janus Henderson Balanced Portfolio, a series of the Trust (the “Acquiring Fund”). Janus Capital Management LLC (“JCM”) joins this agreement solely for the purpose of agreeing to be bound by Paragraph 5.

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