Exhibit 4(s)
JANUS ASPEN SERIES
INVESTMENT ADVISORY AGREEMENT
GLOBAL VALUE PORTFOLIO
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this 13th
day of March, 2001, between JANUS ASPEN SERIES, a Delaware business trust (the
"Trust"), and JANUS CAPITAL CORPORATION, a Colorado corporation ("JCC").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended (the "1933 Act"); and
WHEREAS, the Trust is authorized to create separate funds, each with
its own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares; one of such funds created by the
Trust being designated as the Global Value Portfolio (the "Fund"); and
WHEREAS, the Trust and JCC deem it mutually advantageous that JCC
should assist the Trustees and officers of the Trust in the management of the
securities portfolio of the Fund.
NOW, THEREFORE, the parties agree as follows:
1. INVESTMENT ADVISORY SERVICES. JCC shall furnish continuous advice
and recommendations to the Fund as to the acquisition, holding, or disposition
of any or all of the securities or other assets which the Fund may own or
contemplate acquiring from time to time. JCC shall give due consideration to the
investment policies and restrictions and the other statements concerning the
Fund in the Trust Instrument, bylaws, and registration statements under the 1940
Act and the 1933 Act, and to the provisions of the Internal Revenue Code, as
amended from time to time, applicable to the Fund as a regulated investment
company and as a funding vehicle for variable insurance contracts. In addition,
JCC shall cause its officers to attend meetings and furnish oral or written
reports, as the Trust may reasonably require, in order to keep the Trustees and
appropriate officers of the Trust fully informed as to the condition of the
investment portfolio of the Fund, the investment recommendations of JCC, and the
investment considerations which have given rise to those recommendations. JCC
shall supervise the purchase and sale of securities as directed by the
appropriate officers of the Trust.
2. OTHER SERVICES. JCC is hereby authorized (to the extent the Trust
has not otherwise contracted) but not obligated (to the extent it so notifies
the Trustees at least 60 days in advance), to perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Fund. JCC is specifically authorized, on
behalf of the
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Trust, to conduct relations with custodians, depositories, transfer and pricing
agents, accountants, attorneys, underwriters, brokers and dealers, corporate
fiduciaries, insurance company separate accounts, insurers, banks and such other
persons in any such other capacity deemed by JCC to be necessary or desirable.
JCC shall generally monitor and report to Fund officers the Fund's compliance
with investment policies and restrictions as set forth in the currently
effective prospectus and statement of additional information relating to the
shares of the Fund under the Securities Act of 1933, as amended. JCC shall make
reports to the Trustees of its performance of services hereunder upon request
therefor and furnish advice and recommendations with respect to such other
aspects of the business and affairs of the Fund as it shall determine to be
desirable. JCC is also authorized, subject to review by the Trustees, to furnish
such other services as JCC shall from time to time determine to be necessary or
useful to perform the services contemplated by this Agreement.
3. OBLIGATIONS OF TRUST. The Trust shall have the following
obligations under this Agreement:
(a) to keep JCC continuously and fully informed as to the
composition of its investment portfolio and the nature of
all of its assets and liabilities from time to time;
(b) to furnish JCC with a certified copy of any financial
statement or report prepared for it by certified or
independent public accountants and with copies of any
financial statements or reports made to its shareholders or
to any governmental body or securities exchange;
(c) to furnish JCC with any further materials or information
which JCC may reasonably request to enable it to perform its
function under this Agreement; and
(d) to compensate JCC for its services and reimburse JCC for its
expenses incurred hereunder in accordance with the
provisions hereof.
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).
5. EXPENSES. Borne by JCC. In addition to the expenses which JCC may
incur in the performance of its investment advisory functions under this
Agreement, and the expenses which it may expressly undertake to incur and pay
under other agreements with the Trust or otherwise, JCC shall incur and pay the
following expenses relating to the Fund's operations without reimbursement from
the Fund:
(a) Reasonable compensation, fees and related expenses of the
Trust's officers and its Trustees, except for such Trustees
who are not interested persons of JCC;
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(b) Rental of offices of the Trust; and
(c) All expenses of promoting the sale of shares of the Fund
other than expenses incurred in complying with federal and
state laws, including insurance laws, and the laws of any
foreign country or territory or other jurisdiction
applicable to the issue, offer or sale of shares of the Fund
including without limitation registration fees and costs,
the costs of preparing the Fund's registration statement and
amendments thereto, and the costs and expenses of preparing,
printing, and mailing prospectuses (and statements of
additional information) to shareholders of the Fund.
6. EXPENSES BORNE BY THE TRUST. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreed to be paid by JCC pursuant to Sections 2 and 5
hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees who
are not interested persons of JCC; compensation of the Fund's custodian,
transfer agent, registrar and dividend disbursing agent; legal, accounting,
audit and printing expenses; administrative, clerical, recordkeeping and
bookkeeping expenses; brokerage commissions and all other expenses in connection
with execution of portfolio transactions (including any appropriate commissions
paid to JCC or its affiliates for effecting exchange listed, over-the-counter or
other securities transactions); interest; all federal, state and local taxes
(including stamp, excise, income and franchise taxes); costs of stock
certificates and expenses of delivering such certificates to purchasers thereof;
expenses of local representation in Delaware; expenses of shareholders' meetings
and of preparing, printing and distributing proxy statements, notices, and
reports to shareholders; expenses of preparing and filing reports and tax
returns with federal and state regulatory authorities; all expenses incurred in
complying with all federal and state laws and the laws of any foreign country
applicable to the issue, offer, or sale of shares of the Fund, including, but
not limited to, all costs involved in the registration or qualification of
shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing
services and compliance systems, and all costs involved in preparing, printing
and mailing prospectuses and statements of additional information of the Fund;
and all fees, dues and other expenses incurred by the Trust in connection with
the membership of the Trust in any trade association or other investment company
organization. To the extent that JCC shall perform any of the above described
administrative and clerical functions, including transfer agency, registry,
dividend disbursing, recordkeeping, bookkeeping, accounting and blue sky
monitoring and registration functions, and the preparation of reports and
returns, the Trust shall pay to JCC compensation for, or reimburse JCC for its
expenses incurred in connection with, such services as JCC and the Trust shall
agree from time to time, any other provision of this Agreement notwithstanding.
7. TREATMENT OF INVESTMENT ADVICE. The Trust shall treat the
investment advice and recommendations of JCC as being advisory only, and shall
retain full control over its own investment policies. However, the Trustees may
delegate to the appropriate officers of the Trust, or to a committee of the
Trustees, the power to authorize purchases, sales or other actions affecting the
portfolio of the Fund in the interim between meetings of the Trustees.
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8. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Trust
acting by vote of at least a majority of its outstanding voting securities,
provided in either case that sixty (60) days advance written notice of
termination be given to JCC at its principal place of business. This Agreement
may be terminated by JCC at any time, without penalty, by giving sixty (60) days
advance written notice of termination to the Trust, addressed to its principal
place of business. The Trust agrees that, consistent with the terms of the Trust
Instrument, the Trust shall cease to use the name "Janus" in connection with the
Fund as soon as reasonably practicable following any termination of this
Agreement if JCC does not continue to provide investment advice to the Fund
after such termination.
9. ASSIGNMENT. This Agreement shall terminate automatically in the
event of any assignment of this Agreement.
10. TERM. This Agreement shall continue in effect until July 1, 2002,
unless sooner terminated in accordance with its terms, and shall continue in
effect from year to year thereafter only so long as such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Trust. The annual approvals provided for herein shall be effective to
continue this Agreement from year to year if given within a period beginning not
more than ninety (90) days prior to July 1 of each applicable year,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.
11. AMENDMENTS. This Agreement may be amended by the parties only if
such amendment is specifically approved (i) by 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 ▇▇▇▇ ▇▇▇) 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).
12. OTHER SERIES. The Trustees shall determine the basis for making an
appropriate allocation of the Trust's expenses (other than those directly
attributable to the Fund) between the Fund and the other series of the Trust.
13. LIMITATION OF PERSONAL LIABILITY. All the parties hereto
acknowledge and agree that all liabilities of the Trust arising, directly or
indirectly, under this Agreement, of any and every nature whatsoever, shall be
satisfied solely out of the assets of the Fund and that no Trustee, officer or
holder of shares of beneficial interest of the Trust shall be personally liable
for any of the foregoing liabilities. The Trust Instrument describes in detail
the respective responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the Trust.
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14. LIMITATION OF LIABILITY OF JCC. JCC shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Trust, except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law. As used in this
Section 15, "JCC" shall include any affiliate of JCC performing services for the
Trust contemplated hereunder and directors, officers and employees of JCC and
such affiliates.
15. ACTIVITIES OF JCC. The services of JCC to the Trust hereunder are
not to be deemed to be exclusive, and JCC and its affiliates are free to render
services to other parties. It is understood that trustees, officers and
shareholders of the Trust are or may become interested in JCC as directors,
officers and shareholders of JCC, that directors, officers, employees and
shareholders of JCC are or may become similarly interested in the Trust, and
that JCC may become interested in the Trust as a shareholder or otherwise.
16. CERTAIN DEFINITIONS. The terms "vote of a majority of the
outstanding voting securities", "assignment" and "interested persons" when used
herein, shall have the respective meanings specified in the 1940 Act, as now in
effect or hereafter amended, and the rules and regulations thereunder, subject
to such orders, exemptions and interpretations as may be issued by the
Securities and Exchange Commission under said Act and as may be then in effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Investment Advisory Agreement as of the date and year
first above written.
JANUS CAPITAL CORPORATION
By:
▇▇▇▇▇▇ ▇. Early, Vice President
JANUS ASPEN SERIES
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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