March 15, 2001
Delaware Lincoln Investment Advisers
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Re: ACTION REQUESTED - Consent to the Assignment of Sub-Advisory Agreement (the
"Sub-Advisory Agreement") Related to Capital Appreciation Fund ("Funds")
To Whom It May Concern:
This letter is to notify you that Janus Capital Corporation intends to transfer
substantially all of its assets and liabilities, including its rights and
obligations under the referenced Sub-Advisory Agreement, to a newly created
subsidiary, Janus Capital Management LLC ("JCM") and to seek your consent to the
assignment of your Sub-Advisory Agreement to JCM. It is anticipated that the
transaction will take place on or about April 1, 2002.
Note that this transaction will not constitute an "assignment" as defined in the
Investment Company Act of 1940 ("1940 Act"), so no shareholder approval is
required. Attached is an opinion of counsel regarding this conclusion. However,
note that this transaction will affect the timing of the transaction we
previously discussed with you involving the sale of ▇▇▇ ▇▇▇▇▇▇'▇ JCC stock and
termination of contractual management rights. The termination of ▇▇. ▇▇▇▇▇▇'▇
contractual management rights, which we are treating as an "assignment" under
the 1940 Act, will occur on April 2, 2002 (rather than March 28, 2002 as
previously scheduled). Therefore, your current Sub-Advisory Agreement will be
assigned to JCM on April 1, 2002 and then your new Sub-Advisory Agreement
following the 1940 Act "assignment" transaction resulting from ▇▇. ▇▇▇▇▇▇'▇
transaction should be dated April 2, 2002 and should be with JCM.
Note that this letter also constitutes notice of assignments of any agreements
related to your Sub-Advisory Agreement, such as directed brokerage agreements,
fee waiver agreements, confidentiality agreements or other agreements ancillary
to JCC's subadvisory services to the Funds.
As a condition of the transaction, JCM will undertake to fully and completely
perform the obligations set forth in any transferred contracts, including the
contract(s) with your firm. Please note that, as there will be no change in
personnel or premises, this transaction should be largely transparent to you.
YOUR CONSENT TO THE ASSIGNMENT OF YOUR SUB-ADVISORY AGREEMENT AND ANY ANCILLARY
AGREEMENTS TO JCM IS NEEDED. Please acknowledge that you consent to the
assignment of these agreements to JCM by signing this letter and returning it in
the enclosed postage paid envelope NO LATER THAN MARCH 25, 2002. It is important
that we receive your consent prior to this deadline.
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Of course, as always, if you have any questions with respect to this transaction
or need any additional information, please call one of us at your convenience:
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Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Assistant General Counsel
AGREED AND ACKNOWLEDGED:
By:
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Name:
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Title:
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