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SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [x] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Janus Aspen Series
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
FORM OF VOTING INSTRUCTIONS INSERT
VOTE TODAY [JANUS LOGO]
To cast your vote, please read the proxy statement and locate your proxy card
enclosed in this package. The Trustees recommend that you vote "for" all
proposals.
[PICTURE] VOTE BY MAIL: [PICTURE] VOTE BY INTERNET: [PICTURE] VOTE BY TELEPHONE:
1. Simply return your completed 1. Go to 1. Call toll-free
proxy card in the enclosed WWW.PROXYVOTE.COM. ___________________.
postage-paid envelope.
2. Follow the simple 2. Follow the simple
instructions. recorded instructions.
Please do not mail the proxy card if you are voting by Internet or telephone.
[JANUS LOGO]
JANUS ASPEN SERIES
100 Fillmore Street
Denver, Colorado 80206
Notice Of Special Meeting Of Shareholders
A Special Meeting of Shareholders of Janus Aspen Series (the "Trust")
will be held at 3773 Cherry Creek Drive North, Denver, Colorado, on
January 31, 2002 at [TIME] Mountain Time (the "Meeting").
The proposals to be considered at the Meeting are detailed in the
attached proxy statement and summarized below:
(1) To elect a board of trustees of the Trust.
(2) To consider and approve new investment advisory agreements between
the Trust, on behalf of each separate series of the Trust, and
Janus Capital Corporation.
(3) To make the following changes to certain portfolios' investment
restrictions:
(a) Approve revisions to the fundamental restriction concerning
the diversification of a portfolio's investments.
(b) Approve revisions to the fundamental restriction concerning a
portfolio's investments in commodities.
(c) Approve revisions to the fundamental restriction concerning
securities underwriting.
(d) Approve revisions to the restriction concerning borrowing
money and issuing senior securities.
(4) To transact such other business as may properly come before the
Meeting.
Shareholders of record of each separate portfolio of the Trust at the
close of business on October 19, 2001 will be entitled to vote at the
Meeting. Each share of a portfolio is entitled to one vote, with
proportionate voting for fractional shares.
By direction of the trustees,
/s/ KELLEY ABBOTT HOWES
--------------------------------
Kelley Abbott Howes
Secretary
November [ ], 2001
Denver, Colorado
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO VOTE
PROMPTLY.
You can vote by toll-free telephone call, internet or mail. Just
follow the instructions that appear on the enclosed proxy card(s).
PROXY STATEMENT
[JANUS LOGO]
JANUS ASPEN SERIES
100 Fillmore Street
Denver, Colorado 80206
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 31, 2002
--------------------------------------------------------------------------------
This proxy statement and enclosed form of proxy are furnished in
connection with a solicitation of proxies made by, and on behalf
of, the trustees of Janus Aspen Series (the "Trust") for the
purposes set forth in the accompanying notice. The enclosed proxy
will be used at a special meeting of shareholders of the Trust to
be held at 3773 Cherry Creek Drive North, Denver, Colorado on
January 31, 2002 at [TIME] Mountain Time or at any adjournment(s)
thereof (the "Meeting"). Each separate portfolio of the Trust
(all of which are listed below) is referred to throughout this
proxy statement as a "Portfolio."
<Table>
DOMESTIC EQUITY PORTFOLIOS GLOBAL AND INTERNATIONAL EQUITY
Aggressive Growth Portfolio PORTFOLIOS
Balanced Portfolio Global Life Sciences Portfolio
Capital Appreciation Portfolio Global Technology Portfolio
Capital Appreciation Portfolio Global Value Portfolio
Core Equity Portfolio International Growth Portfolio
Growth Portfolio Worldwide Growth Portfolio
Growth and Income Portfolio FIXED-INCOME PORTFOLIO
Strategic Value Portfolio Flexible Income Portfolio
MONEY MARKET PORTFOLIO
Money Market Portfolio
</Table>
This proxy statement and the form of proxy are first being mailed
to shareholders on or about November [ ], 2001.
Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the secretary of the Trust at the address set forth
1
above) or in person at the Meeting, by executing a superseding
proxy or by submitting a notice of revocation to the Trust. All
properly executed and unrevoked proxies received in time for the
Meeting will be voted as specified in the proxy or, if no
specification is made, for each proposal referred to in the proxy
statement.
Shareholders of record of each Portfolio at the close of business
on October 19, 2001 (the "Record Date") will be entitled to vote
on the proposals presented at the Meeting. The chart below lists
the number of shares of each Portfolio that were outstanding as
of the close of business on the Record Date. Each share of a
Portfolio is entitled to one vote, with proportionate voting for
fractional shares.
<Table>
<Caption>
Total Number of Shares Outstanding
Name of Portfolio as of October 19, 2001
----------------------------------------------------------------------------------------------
Aggressive Growth Portfolio - Institutional Shares 95,403,897.011
Aggressive Growth Portfolio - Service Shares 7,147,387.024
Balanced Portfolio - Institutional Shares 147,339,785.058
Balanced Portfolio - Service Shares 6,236,786.119
Capital Appreciation Portfolio - Institutional Shares 36,480,787.552
Capital Appreciation Portfolio - Service Shares 23,641,116.181
Core Equity Portfolio - Institutional Shares 790,499.960
Core Equity Portfolio - Service Shares 51,029.626
Flexible Income Portfolio - Institutional Shares 31,316,469.906
Flexible Income Portfolio - Service Shares 154,143.700
Global Life Sciences Portfolio - Institutional Shares 779,505.739
Global Life Sciences Portfolio - Service Shares 5,313,166.714
Global Technology Portfolio - Institutional Shares 1,352,318.411
Global Technology Portfolio - Service Shares 66,137,531.875
Global Value Portfolio - Service Shares 200,005.149
Growth and Income Portfolio - Institutional Shares 6,275,495.433
Growth and Income Portfolio - Service Shares 5,232,378.677
Growth Portfolio - Institutional Shares 124,997,569.179
Growth Portfolio - Service Shares 10,884,597.016
International Growth Portfolio - Institutional Shares 37,505,465.761
International Growth Portfolio - Service Shares 23,008,949.046
Money Market Portfolio - Institutional Shares 103,345,432.320
Money Market Portfolio - Service Shares 10,956.310
Strategic Value Portfolio - Institutional Shares 530,306.244
Strategic Value Portfolio - Service Shares 1,217,882.722
Worldwide Growth Portfolio - Institutional Shares 201,396,903.259
Worldwide Growth Portfolio - Service Shares 5,441,744.049
</Table>
If you are not the owner of record, but instead are a beneficial
owner as a participant in a qualified plan or a contract owner of
a variable insurance contract, your qualified plan or insurance
company may request that you instruct it how to vote the shares
you beneficially own. Your qualified plan or insurance company
will provide you with additional information.
2
Janus Capital Corporation ("Janus") has retained Georgeson
Shareholder Communications, Inc. ("GS"), a professional proxy
solicitation firm, to assist with the voting process. As the date
of the Meeting approaches, if we have not already heard from you,
you may receive a telephone call from GS reminding you to
exercise your right to vote.
COPIES OF EACH PORTFOLIO'S MOST RECENT ANNUAL AND SEMIANNUAL
REPORTS ARE AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY
CONTACTING YOUR FINANCIAL INTERMEDIARY OR BY CALLING (TOLL-FREE)
AT 1-866-728-9007.
3
PROPOSAL 1
TO ELECT A BOARD OF TRUSTEES OF THE TRUST
--------------------------------------------------------------------------------
All nominees listed below are currently trustees of the Trust and
have served in that capacity since originally elected or
appointed. In addition, each nominee is currently a trustee of
Janus Investment Fund and Janus Adviser Series, two other
registered investment companies advised by Janus (the Trust,
Janus Investment Fund and Janus Adviser Series are collectively
referred to herein as the "Janus Funds"). Collectively, the Janus
Funds consist of 52 series.
<Table>
<Caption>
Year of
Election or Principal Occupations Other Directorships
Name, Address and Age Positions with the Portfolios Appointment During the Past Five Years held by Trustee
----------------------------------------------------------------------------------------------------------------------
Thomas H. Bailey (64)* Trustee, President and 1993 President, Chairman, Chief N/A
100 Fillmore Street Chairman. Executive Officer and
Denver, CO 80206-4928 Director of Janus.
Dennis B. Mullen (58) Trustee. A member of the 1993 Private Investor Formerly N/A
100 Fillmore Street Trust's Pricing Committee, (1997-1998) Chief
Denver, CO 80206-4928 Brokerage Committee, Audit Financial Officer - Boston
Committee, and Money Market Market Concepts, Boston
Committee, and Chairman of Chicken, Inc., Golden, CO
the Trust's Nominating and (a restaurant chain).
Governance Committee.
James T. Rothe (57)+ Trustee. A member of the 1997 Distinguished Visiting Director,
100 Fillmore Street Trust's Pricing Committee and Professor of Business, Analytical Surveys,
Denver, CO 80206-4928 Money Market Committee, and Thunderbird (American Inc.; Director
Chairman of the Trust's Graduate School of Optika, Inc.;
Brokerage Committee. International Management), Director, Neocore
Phoenix, AZ, and Professor Corp.
of Business, University of
Colorado, Colorado
Springs, CO. Formerly
(1988-1999) Principal of
Phillips-Smith Retail
Group, Colorado Springs,
CO (a venture capital
firm).
</Table>
--------------------------------------------------------------------------------
<Table>
* Mr. Bailey is considered an "interested person" of the Trust by virtue of his positions with Janus.
</Table>
<Table>
+ Mr. Rothe is the only current trustee who has not previously been elected by the Trust's shareholders.
</Table>
4
<Table>
<Caption>
Year of
Election or Principal Occupations Other Directorships
Name, Address and Age Positions with the Portfolios Appointment During the Past Five Years held by Trustee
----------------------------------------------------------------------------------------------------------------------
William B. Stewart (57) Trustee. A member of the 1993 Corporate Vice President N/A
100 Fillmore Street Trust's Audit Committee, and General Manager of MKS
Denver, CO 80206-4928 Brokerage Committee and Instruments - HPS
Nominating and Governance Products, Boulder, CO (a
Committee, and Chairman of manufacturer of vacuum
the Trust's Money Market fittings and valves).
Committee and Pricing
Committee.
Martin H. Waldinger (63) Trustee. A member of the 1993 Consultant. N/A
100 Fillmore Street Trust's Nominating and
Denver, CO 80206-4928 Governance Committee and
Chairman of the Trust's Audit
Committee.
</Table>
The following table sets forth the compensation paid to each
trustee for his services to each Portfolio, and compensation for
services to all Janus Funds, for the Portfolios' fiscal year
ended December 31, 2000.
AGGREGATE TRUSTEE COMPENSATION FROM EACH PORTFOLIO
<Table>
<Caption>
Thomas H. Dennis B. James T. William D. Martin H.
Name of Portfolio Bailey* Mullen Rothe Stewart Waldinger
---------------------------------------------------------------------------------------------------------
Aggressive Growth Portfolio $0 $ 2,159 $ 2,159 $ 2,375 $ 2,375
Balanced Portfolio $0 $ 1,541 $ 1,541 $ 1,697 $ 1,697
Capital Appreciation Portfolio $0 $ 698 $ 698 $ 769 $ 769
Core Equity Portfolio $0 $ 8 $ 8 $ 9 $ 9
Flexible Income Portfolio $0 $ 103 $ 103 $ 114 $ 114
Global Life Sciences Portfolio $0 $ 15 $ 15 $ 17 $ 17
Global Technology Portfolio $0 $ 177 $ 177 $ 195 $ 195
Global Value Portfolio $0 $ 0 $ 0 $ 0 $ 0
Growth and Income Portfolio $0 $ 76 $ 76 $ 83 $ 83
Growth Portfolio $0 $ 1,870 $ 1,870 $ 2,058 $ 2,058
International Growth Portfolio $0 $ 778 $ 778 $ 857 $ 857
Money Market Portfolio $0 $ 90 $ 90 $ 35 $ 35
Strategic Value Portfolio $0 $ 2 $ 2 $ 2 $ 2
Worldwide Growth Portfolio $0 $ 4,075 $ 4,075 $ 4,485 $ 4,485
TOTAL COMPENSATION FROM ALL JANUS FUNDS $0 $120,667 $120,667 $120,667 $120,667
</Table>
---------------
* Mr. Bailey is compensated by Janus and does not receive any compensation from
the Portfolios.
None of the trustees are entitled to receive any retirement or
deferred compensation benefits from the Portfolios.
The trustees do not serve a specified term of office. Thus, if
elected, each trustee will hold office until the termination of
the Trust or his earlier death, resignation, retirement, or
removal under the terms of the trust instrument as in force from
time to time. In addition, a trustee may be removed by (1) a vote
of the shareholders holding
5
not less than a majority of the shares of each Portfolio cast in
person or by proxy at a meeting called for that purpose or (2) by
a written declaration signed by shareholders holding not less
than a majority of the shares of each Portfolio then outstanding,
filed with the Trust's custodian. If a vacancy shall for any
reason exist, the remaining trustees may fill such vacancy by
appointing another trustee, so long as, immediately after such
appointment, at least two-thirds of the trustees have been
elected by shareholders. If, at any time, less than a majority of
the trustees holding office has been elected by the shareholders,
the trustees then in office will promptly call a shareholders'
meeting for the purpose of electing trustees. Otherwise, there
will normally be no meeting of shareholders for the purpose of
electing trustees.
During the Trust's fiscal year ended December 31, 2000 the
trustees held five meetings. Each trustee attended in excess of
75% of the meetings of the board of trustees and the committees
of the board of trustees on which he served.
The Trust's audit committee is composed entirely of trustees who
are not "interested persons," as defined in the Investment
Company Act of 1940 (the "1940 Act"), of Janus ("Independent
Trustees"). The audit committee normally meets four times a year,
or as otherwise required. Currently, Messrs. Waldinger
(Chairman), Mullen and Stewart are members of the audit
committee. The audit committee reviews the financial reporting
process, the Trust's systems of internal control, the audit
process and the Trust's processes for monitoring compliance with
investment restrictions, applicable laws and the Trust's code of
ethics. The audit committee recommends to the trustees the
appointment of auditors for the Trust. In such capacity, it
reviews audit plans, fees and other material arrangements in
respect of the engagement of auditors, including non-audit
services to be performed. It also reviews the qualifications of
key personnel involved in the foregoing activities. For more
information on the Trust's auditors, refer to the section
entitled "Independent Accountants" beginning on page 32. The
audit committee is also responsible for recommending to all
trustees the compensation to be paid to the Independent Trustees.
During the Trust's fiscal year ended December 31, 2000, the audit
committee held four meetings.
The Trust's nominating and governance committee is composed
entirely of Independent Trustees and normally meets four times a
year, or as otherwise required. Prior to December 2000, the
nominating and governance committee met only on an "as-needed"
basis. Currently, Messrs. Mullen (Chairman), Stewart and
Waldinger are
6
members of the nominating and governance committee, which
identifies and recommends individuals for membership in the board
of trustees, consults with officers of the Trust and employees of
Janus in planning meetings of the trustees, and oversees the
administration of and ensures compliance with the Trust's
governance procedures and guidelines. The nominating and
governance committee will consider nominees for the position of
trustee recommended by shareholders. Recommendations should be
submitted to the nominating and governance committee in care of
the secretary of the Trust at the address first set forth above.
During the Trust's fiscal year ended December 31, 2000 the
nominating and governance committee held one meeting.
Information regarding the executive officers of the Portfolios is
set forth in Exhibit A. Each of the executive officers is
employed by Janus and compensated by Janus.
REQUIRED VOTE
Approval of this proposal as to any nominee will require the
affirmative vote of a plurality of the shares of the Trust
entitled to vote at the Meeting.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR EACH NOMINEE
AS TRUSTEE OF THE TRUST.
7
PROPOSAL 2
TO CONSIDER AND APPROVE NEW INVESTMENT ADVISORY AGREEMENTS BETWEEN THE TRUST, ON
BEHALF OF EACH PORTFOLIO, AND JANUS
--------------------------------------------------------------------------------
SUMMARY
Janus currently serves as investment adviser to each Portfolio
pursuant to a separate investment advisory agreement between
Janus and the Trust on behalf of each Portfolio (the "Current
Advisory Agreements"). As explained in more detail below,
shareholders are being asked to approve new investment advisory
agreements between the Trust, on behalf of each Portfolio, and
Janus (the "New Advisory Agreements"). THE NEW ADVISORY
AGREEMENTS WILL CONTAIN TERMS SUBSTANTIALLY THE SAME AS THOSE IN
THE CURRENT ADVISORY AGREEMENTS.
Stilwell Financial Inc. ("Stilwell"), located at 920 Main Street,
Kansas City, MO 64108-2008, currently owns 91.6% of the
outstanding voting shares of Janus. Stilwell is a publicly traded
holding company with principal operations in the financial asset
management business.
On October 3, 2001, Thomas H. Bailey, Chairman, President and
Chief Executive Officer of Janus, exercised certain rights under
a Stock Purchase Agreement dated April 13, 1984 with Stilwell, as
amended ("Stock Agreement"), to sell his remaining 6.2% stake in
Janus to Stilwell (the "Transaction"). Under the terms of the
Stock Agreement, Mr. Bailey is entitled to sell his shares at the
price per share calculated as of December 31, 2000, provided that
he exercises these rights before December 31, 2001. At December
31, 2000, the price per share of Janus stock was $1,005.
Accordingly, the total purchase price expected to be paid by
Stilwell to Mr. Bailey is $603,000,000. Stilwell and Mr. Bailey
have agreed to close the Transaction on or about November 2,
2001.
Under the Stock Agreement, Mr. Bailey has certain management
rights, including the right to select a majority of Janus' board
of directors, subject to Stilwell's consent, which cannot be
unreasonably withheld. These contractual rights will terminate on
8
or about March 28, 2002. Subsequent to that date, it is
anticipated that the operation of Janus and day-to-day management
of the Portfolios will remain largely unchanged. In particular,
Stilwell and Mr. Bailey have advised the trustees that both
parties anticipate that Mr. Bailey will maintain his position as
Chief Executive Officer of Janus and his seat on the Janus board
of directors for the foreseeable future.
Under the 1940 Act, a change in control of an investment adviser
results in an assignment and termination of the adviser's
investment advisory contracts. The 1940 Act provides a rebuttable
assumption that an owner of less than 25% of the outstanding
shares of an entity does not control that entity. Based largely
on this presumption, Stilwell and Janus have advised the trustees
that they do not believe that consummation of the Transaction
will cause an assignment of the Current Advisory Agreements. The
trustees have, however, carefully considered Mr. Bailey's
involvement in Janus' development since its inception and his
significant involvement in management decisions at Janus. To
avoid any uncertainty about the status of the Current Advisory
Agreements, the trustees believe that it is prudent and in the
best interest of the Trust and each Portfolio to obtain
shareholder approval of the New Advisory Agreements.
THE AGREEMENTS
THE CURRENT ADVISORY AGREEMENTS
The following chart lists the date of each Current Advisory
Agreement, the date it was last considered and renewed or
approved by
9
the trustees, the date on which it was last approved by
shareholders, and the reason it was last submitted for
shareholder approval.
<Table>
<Caption>
Date Last Approved
Date of Current or Renewed by Date Last Approved
Name of Portfolio Advisory Agreement Trustees by Shareholders
--------------------------------------------------------------------------------------------------
Aggressive Growth Portfolio(1)(3) 7/1/97 5/16/01 9/10/93(5)
Balanced Portfolio(1)(3) 7/1/97 5/16/01 9/10/93(5)
Capital Appreciation Portfolio(1)(3) 7/1/97 5/16/01 5/1/97(5)
Core Equity Portfolio(1)(2)(3) 7/1/97 5/16/01 5/1/97(5)
Flexible Income Portfolio(4) 7/1/97 5/16/01 9/10/93(5)
Global Life Sciences Portfolio 12/14/99 5/16/01 1/18/00(5)
Global Technology Portfolio 12/14/99 5/16/01 1/18/00(5)
Global Value Portfolio 3/13/01 3/13/01 5/1/01(5)
Growth and Income Portfolio(1) 9/9/97 5/16/01 4/30/98(5)
Growth Portfolio(1)(3) 7/1/97 5/16/01 9/10/93(5)
International Growth Portfolio(1)(3) 7/1/97 5/16/01 4/29/94(5)
Money Market Portfolio(4) 7/1/97 5/16/01 5/1/95(5)
Strategic Value Portfolio 12/14/99 5/16/01 5/1/00(5)
Worldwide Growth Portfolio(1)(3) 7/1/97 5/16/01 9/10/93(5)
</Table>
---------------
(1) Each of these advisory agreements was amended on May 1, 2000 to reflect a
change to the fee schedule. In each case, this change resulted in a
reduction of advisory fees paid by the Portfolio.
(2) Equity Income Portfolio changed its name to Janus Core Equity Portfolio
effective July 31, 2001. An amendment to this Portfolio's advisory agreement
reflecting such name change was entered into on July 31, 2001.
(3) Each of these advisory agreements was amended and restated on July 1, 1997
to reduce the advisory fees payable by these Portfolios, and to facilitate
the Trustees' annual review of advisory agreements for all Portfolios.
(4) These agreements were restated with no changes, other than the effective
date, on July 1, 1997 in order to facilitate the trustees' annual review of
advisory agreements for all Portfolios.
(5) Approved by the initial shareholder in connection with the Portfolio's
commencement of operations.
The key terms, including fees, of the Current Advisory Agreements
are set out in detail under the heading "The New Advisory
Agreements" below.
10
The following table summarizes the advisory fees paid by the
Portfolios to Janus and any advisory fee waivers for the fiscal
year ended December 31, 2000.
<Table>
<Caption>
Aggregate Advisory
Name of Portfolio Fees Paid
--------------------------------------------------------------------------------
Aggressive Growth Portfolio $29,581,977
Balanced Portfolio $20,105,983
Capital Appreciation Portfolio $ 8,477,539
Core Equity Portfolio $ 47,930(1)
Flexible Income Portfolio $ 1,344,877
Global Life Sciences Portfolio(2) $ 133,995
Global Technology Portfolio(2) $ 2,010,693
Global Value Portfolio(3) N/A
Growth and Income Portfolio $ 935,796
Growth Portfolio $24,948,688
International Growth Portfolio $ 9,772,975
Money Market Portfolio $ 168,192
Strategic Value Portfolio(4) $ 0(5)
Worldwide Growth Portfolio $54,995,300
</Table>
---------------
(1) Net of applicable waivers.
(2) January 18, 2000 (inception) to December 31, 2000.
(3) Global Value Portfolio commenced operations subsequent to December 31, 2000.
(4) May 1, 2000 (inception) to December 31, 2000.
(5) Fee waiver by Janus exceeded the advisory fee.
Under a Distribution Plan adopted in accordance with Rule 12b-1
of the 1940 Act, the Janus Aspen Series Service Shares may pay
Janus Distributors, Inc. ("Janus Distributors"), the Trust's
distributor and a wholly owned subsidiary of Janus, a fee at an
annual rate of up to 0.25% of the average daily net assets of
each Portfolio. Under the terms of the Distribution Agreement,
the Trust is authorized to make payments to Janus Distributors
for remittance to insurance companies and qualified plan service
providers as compensation for distribution and shareholder
servicing performed by such service providers. It is anticipated
that the Portfolios will continue to receive services under this
contract subsequent to shareholder approval of the New Advisory
Agreements.
For the fiscal year ended December 31, 2001, the total amounts
paid by the Portfolios to Janus Distributors (substantially all
of which Janus Distributors paid out as compensation to
broker-dealers and
11
other service providers) under the Distribution Plan are
summarized below:
<Table>
<Caption>
12b-1 Distribution
Name of Portfolio Fees Paid
--------------------------------------------------------------------------------
Aggressive Growth Portfolio - Service Shares $109,438
Balanced Portfolio - Service Shares $ 34,854
Capital Appreciation Portfolio - Service Shares $779,070
Core Equity Portfolio - Service Shares $ 232
Flexible Income Portfolio - Service Shares $ 467
Global Life Sciences Portfolio - Service Shares $ 38,984
Global Technology Portfolio - Service Shares $641,079
Global Value Portfolio - Service Shares(1) N/A
Growth Portfolio - Service Shares $ 74,455
Growth and Income Portfolio - Service Shares $ 32,169
International Growth Portfolio - Service Shares $674,201
Money Market Portfolio - Service Shares $ 0
Strategic Value Portfolio - Service Shares $ 721
Worldwide Growth Portfolio - Service Shares $ 55,395
</Table>
---------------
(1) Global Value Portfolio commenced operations subsequent to December 31, 2000.
THE NEW ADVISORY AGREEMENTS
The New Advisory Agreements are the same in all material respects
as the Current Advisory Agreements. The initial term of each New
Advisory Agreement will reflect the date on which Mr. Bailey
ceases to have any contractual right to select a majority of
Janus' board of directors (currently anticipated to be on or
about March 28, 2002) as its new effective date.
A form of the New Advisory Agreement for the portfolios of the
Trust is attached to this proxy statement as Exhibit B. Under the
New Advisory Agreements, Janus will continue to provide
investment advisory services to each Portfolio, including making
decisions regarding the acquisition, holding or disposition of
securities or other assets that a Portfolio may own or
contemplate acquiring from time to time. All services under the
New Advisory Agreements must be provided in accordance with the
provisions of the 1940 Act and any rules or regulations
thereunder, the Securities Act of 1933 and any rules or
regulations thereunder, the Internal Revenue Code, any other
applicable provision of law, the Trust's trust instrument, the
Trust's by-laws, any policies adopted by the trustees, and the
investment policies of each Portfolio as disclosed in the Trust's
registration statement on file with the Securities and Exchange
Commission ("SEC"), as amended from time to time.
As compensation for its services, Janus will be entitled to
receive from each Portfolio fees calculated as a percentage of
each Portfolio's
12
average daily net assets. Fees under the New Advisory Agreements
will be calculated at the same rate as those incurred under the
Current Advisory Agreements. The annual rate paid by each
Portfolio is set forth below.
<Table>
<Caption>
Advisory Fee under Current and
Name of Portfolio New Advisory Agreements
--------------------------------------------------------------------------------------------
Aggressive Growth Portfolio 0.65%
Balanced Portfolio 0.65%
Capital Appreciation Portfolio 0.65%
Core Equity Portfolio 0.65%
Flexible Income Portfolio 0.65% of first $300 million
0.55% over $300 million
Global Life Sciences Portfolio 0.65%
Global Technology Portfolio 0.65%
Global Value Portfolio 0.65%
Growth and Income Portfolio 0.65%
Growth Portfolio 0.65%
International Growth Portfolio 0.65%
Money Market Portfolio 0.25%
Strategic Value Portfolio 0.65%
Worldwide Growth Portfolio 0.65%
</Table>
Janus has contractually agreed to limit the expenses of certain
Portfolios, and these expense limitations will continue in effect
under the New Advisory Agreements. Janus has agreed by contract
to waive the advisory fee payable in an amount equal to the
amount, if any, that such Portfolio's normal annualized operating
expenses in any fiscal year, including the investment advisory
fee but excluding the distribution fee, brokerage commissions,
interest, taxes and extraordinary expenses, exceed a certain
percentage of such Portfolio's average daily net assets. Janus
will reduce its fee to the extent of such excess. Mortality risk,
expense risk and other charges imposed by participating insurance
companies are excluded from the expense limitation. The expense
limitations, summarized below (expressed as a percentage of
annualized average daily net assets), will be effective from the
inception of the New Advisory Agreements until July 1, 2002.
<Table>
<Caption>
Name of Portfolio Contractual Expense Limit
---------------------------------------------------------------------------------------
Core Equity Portfolio 1.25%
Flexible Income Portfolio 1.00%
Global Life Sciences Portfolio 1.25%
Global Technology Portfolio 1.25%
Global Value Portfolio 1.25%
Money Market Portfolio 0.50%
Strategic Value Portfolio 1.25%
</Table>
Contingent upon receipt of shareholder approval, the New Advisory
Agreements will be effective upon the termination of Mr. Bailey's
contractual right to select a majority of Janus' board of
directors
13
under the Stock Agreement, currently anticipated to be on or
about March 28, 2002, and will continue in effect until July 1,
2002. Thereafter, each New Advisory Agreement will continue in
effect as to any Portfolio for successive annual periods,
provided their continuance is approved at least annually by (1) a
majority vote, cast in person at a meeting called for that
purpose, of the trustees or (2) a vote of the holders of a
majority of the outstanding voting securities (as defined by the
1940 Act) of the Portfolio and (3) in either event by a majority
of the Independent Trustees.
Under the New Advisory Agreements, Janus will continue to
provide, at its expense, office space, facilities and equipment
for carrying out its agreed-upon duties. In addition, Janus
furnishes certain other services, including net asset value
determination and fund accounting, recordkeeping and blue sky
registration and monitoring services for which the Portfolios may
reimburse Janus for its cost. Janus will also bear the cost of
reasonable compensation, fees, and related expenses of the
Trust's officers and its trustees that are "interested persons"
of the Trust. Other expenses incurred in the operation of a
Portfolio are generally paid by the Portfolio.
The New Advisory Agreement for each Portfolio provides that it
may be terminated by the trustees, a majority of shareholders of
the Portfolio, or Janus at any time, without penalty, by giving
the other party 60 days' written notice. The New Advisory
Agreements also provide that Janus shall not be liable for any
error of judgment or mistake of law, any loss arising out of any
investment, or any act or omission taken with respect to a
Portfolio, except for willful misfeasance, bad faith, or gross
negligence in performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder.
Janus acts as investment adviser to other investment companies
with investment objectives similar to certain Portfolios.
Information related to these similar investment companies is set
forth in Exhibit C.
TRUSTEES' CONSIDERATIONS
On October 18, 2001, the trustees met with senior officers of
Stilwell to discuss Stilwell's intentions regarding the
preservation and strengthening of Janus' business and the status
of discussions between Stilwell and Janus regarding long-term
incentive compensation arrangements for key employees of Janus.
The trustees held similar discussions with several key Janus
employees.
At a meeting held on October 31, 2001, the trustees had further
discussions with senior officers of Stilwell and Janus and gave
further consideration to existing and proposed incentive
compensation
14
arrangements for key Janus employees. In particular, the trustees
considered matters relating to the possible effects on Janus and
the Portfolios of the expiration of Mr. Bailey's contractual
management rights. Among other things, the trustees considered:
- the commitment of Janus and Stilwell to maintain a cash
incentive compensation plan for Janus' key employees, including
the Portfolios' portfolio managers;
- the expressed intention of Janus and Stilwell to grant Janus'
key employees, including the Portfolios' portfolio managers, an
equity interest in Janus as part of their overall compensation
packages;
- the agreement of Stilwell to extend the term of Mr. Bailey's
contractual management rights through at least March 28, 2002;
- the intention of Stilwell to maintain Mr. Bailey as chief
executive officer of Janus for the foreseeable future and the
expectation that the operation of Janus and day-to-day
management of the Portfolios will remain largely unchanged
subsequent to termination of Mr. Bailey's contractual management
rights; and
- the commitment of Mr. Bailey and Janus' executive investment
committee to continue to lead Janus' investment management team.
In addition, the trustees considered a wide range of information
of the type they regularly consider when determining to continue
a Portfolio's advisory agreement as in effect from year to year.
The trustees considered information about, among other things:
- Janus and its personnel (including particularly those personnel
with responsibilities for providing services to the Portfolios),
resources and investment process;
- the terms of each New Advisory Agreement;
- the scope and quality of the services that Janus has been
providing to the Portfolios;
- the investment performance of each Portfolio and of similar
funds managed by other advisers over various periods;
- the advisory fee rates payable to Janus by the Portfolios and
by other funds and client accounts managed by Janus, and payable
by similar funds managed by other advisers;
- the total expense ratio of each Portfolio and of similar funds
managed by other advisers;
15
- compensation payable by the Portfolios to affiliates of Janus
for other services;
- the profitability to Janus and its affiliates; and
- Janus' use of the Portfolios' portfolio brokerage transactions
to obtain research benefiting the Portfolios or other Janus
clients at a cost that may be in excess of the amount other
brokers would charge or to reduce certain out-of-pocket expenses
otherwise payable by the Portfolios.
After carefully considering the information described above, the
trustees, including the Independent Trustees, unanimously voted
to approve the New Advisory Agreement for each Portfolio and to
recommend that each Portfolio's shareholders vote to approve the
New Advisory Agreement for their Portfolio.
In the event that the shareholders of any Portfolio have not
approved the New Advisory Agreement for their Portfolio at the
time of the expiration of Mr. Bailey's contractual management
rights, Janus will enter into an interim advisory agreement for
that Portfolio pursuant to Rule 15a-4 under the 1940 Act, which
will take effect immediately following expiration. The interim
advisory agreement for a Portfolio will be in substantially the
form of the proposed New Advisory Agreement for the Portfolio but
also will include certain provisions required by Rule 15a-4 (such
as a maximum term of 150 days, a provision that the trustees or a
majority of the Portfolio's shareholders may terminate the
agreement at any time without penalty on not more than 10 days'
written notice, and a provision that the compensation earned by
Janus thereunder will be held in an interest-bearing escrow
account until shareholder approval of the New Advisory Agreement
is obtained, after which the amount in the escrow account
(together with any interest) will be paid to Janus). If a
Portfolio has not received the requisite shareholder approval for
the New Advisory Agreement within 150 days after the expiration
of Mr. Bailey's contractual management rights, the trustees will
consider other appropriate arrangements subject to approval in
accordance with the 1940 Act.
REQUIRED VOTE
Approval of a New Advisory Agreement with respect to any
Portfolio requires the vote of a majority of the outstanding
voting securities, as defined in the 1940 Act, of that Portfolio.
A "majority of the outstanding voting securities" of a Portfolio,
as defined in the 1940 Act, means the lesser of (a) 67% or more
of the shares of the Portfolio present at the meeting if the
owners of more than 50% of the shares
16
of the Portfolio entitled to vote at the Meeting are present in
person or by proxy, or (b) more than 50% of the outstanding
shares of a Portfolio entitled to vote at the meeting.
If the shareholders of a Portfolio do not approve that
Portfolio's New Advisory Agreement, the trustees will seek to
obtain interim advisory services for the Portfolio from another
advisory organization. Thereafter, the trustees would either
negotiate a new investment advisory agreement with a new advisory
organization selected by the trustees or make other appropriate
arrangements, in either event subject to approval by such
Portfolio's shareholders.
THE TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR APPROVAL OF EACH NEW
ADVISORY AGREEMENT.
17
PROPOSAL 3
CHANGES TO INVESTMENT RESTRICTIONS
--------------------------------------------------------------------------------
SUMMARY
The 1940 Act requires all mutual funds to specify whether they
are "diversified" or "non-diversified" and to adopt certain
specific investment and restrictions, referred to as
"fundamental" investment restrictions, that may be changed only
by shareholder vote. The trustees, together with Janus, have
analyzed each of the Portfolios' current fundamental investment
restrictions and have concluded that certain of the Portfolios'
current restrictions should be simplified, modernized or
standardized. The proposed restrictions are written to provide
the Portfolios with flexibility to respond to future legal,
regulatory, market or technical changes. In addition, the revised
restrictions are expected to enable the Portfolios to operate
more efficiently and to more easily monitor compliance with such
restrictions. The proposed revisions to the Portfolios'
investment restrictions are described below. Exhibit D contains
the Portfolios' corresponding current investment restrictions.
ALTHOUGH THE PROPOSED CHANGES WILL ALLOW THE PORTFOLIOS GREATER
FLEXIBILITY TO RESPOND TO FUTURE INVESTMENT OPPORTUNITIES, JANUS
HAS ADVISED THE TRUSTEES THAT NONE OF THE PROPOSED CHANGES ARE
INTENDED TO MODIFY THE WAY ANY PORTFOLIO IS CURRENTLY MANAGED.
The trustees do not anticipate that the proposed changes,
individually or in the aggregate, will change the level of risk
associated with investing in the Portfolios. Nor do the trustees
anticipate that the proposed changes will, individually or in the
aggregate, change the manner in which Janus manages the
Portfolios. If adopted, each Portfolio will interpret the new
restrictions in light of future rules and orders of the SEC and
SEC staff interpretations of relevant law.
3(a) TO APPROVE REVISIONS TO THE FUNDAMENTAL RESTRICTION
CONCERNING THE DIVERSIFICATION OF A PORTFOLIO'S INVESTMENTS.
The 1940 Act distinguishes funds that are "diversified" and those
that are "non-diversified." The 1940 Act does not require a non-
18
diversified Portfolio to adopt a fundamental restriction related
to its diversification policies. Accordingly, the trustees
recommend that each non-diversified Portfolio rescind its
existing diversification restrictions. This will provide the
Portfolios with significantly increased flexibility in adapting
to future SEC rule changes and interpretations. This change will
not, however, change the way the non-diversified Portfolios
currently operate.
A diversified Portfolio is, among other things, prohibited from
purchasing securities of any one issuer if, as to 75% of the
Portfolio's total assets, more than 5% of the Portfolio's total
assets would be invested in securities of that issuer at the time
of purchase. The 5% limitation does not apply to securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities or to the securities of other investment
companies. The trustees propose to amend the diversification
policy applicable to non-money market Portfolios that hold
themselves out as "diversified" to specifically add the ability
to invest more than 5% of a Portfolio's total assets in
securities of other investment companies.
There are specific diversification requirements for mutual funds
that hold themselves out as money market funds; that is, funds
that seek to maintain a constant $1 net asset value. Although
Money Market Portfolio is subject to a 5% limitation similar to
that discussed above, Rule 2a-7, the SEC rule that governs the
way money market funds operate, contains some exceptions to the
5% limitation. The trustees propose to amend the existing
restriction applicable to Money Market Portfolio to clarify that
such exceptions exist.
The restrictions, as proposed to be revised, are set forth below.
PROPOSED DIVERSIFICATION RESTRICTION (DIVERSIFIED NON-MONEY
MARKET PORTFOLIOS)
With respect to 75% of its total assets, a Portfolio may not
purchase securities of an issuer (other than the U.S.
Government, its agencies, instrumentalities or authorities
or repurchase agreements collateralized by U.S. Government
securities, and other investment companies) if: (a) such
purchase would, at the time, cause more than 5% of the
Portfolio's total assets taken at market value to be
invested in the securities of such issuer; or (b) such
purchase would, at the time, result in more than 10% of the
outstanding voting securities of such issuer being held by
the Portfolio.
19
PROPOSED DIVERSIFICATION RESTRICTION (MONEY MARKET
PORTFOLIO)
With respect to 75% of its assets, Money Market Portfolio
may not purchase securities of an issuer (other than a U.S.
Government Security or securities of another investment
company) if: (a) such purchase would, at the time, cause,
more than 5% of the Portfolio's total assets taken at market
value to be invested in the securities of such issuer
(except as allowed under Rule 2a-7); or (b) such purchase
would, at the time result in more than 10% of the
outstanding voting securities of such issuer being held by
the Portfolio.
3(b) TO APPROVE REVISIONS TO THE FUNDAMENTAL RESTRICTION
CONCERNING THE PORTFOLIOS' INVESTMENTS IN COMMODITIES.
Under federal law, financial futures contracts - such as
futures contracts related to currencies, stock indices or
interest rates - are considered commodities. The non-money
market Portfolios may currently invest in options, futures,
forwards, and swaps for hedging purposes or for non-hedging
purposes such as seeking to enhance return. The Portfolios
do not consider these instruments to be "commodities" for
the purposes of their fundamental restrictions regarding
investments in commodities. The Portfolios propose to expand
the language of this restriction to "other derivative
instruments." The expanded language will enable the
Portfolios to exclude certain derivative instruments from
this restriction to the extent future SEC interpretations
may expand the types of instruments that can be excluded
from the definition of commodities.
Due to the unique nature of its investments, Money Market
Portfolio does not invest in derivative instruments.
Therefore, Money Market Portfolio historically has not
adopted an explicit fundamental restriction regarding
investments in commodities. However, as a technical matter,
the 1940 Act requires Money Market Portfolio to specifically
adopt such a policy.
The restriction, as proposed to be revised, is set forth
below.
PROPOSED COMMODITIES RESTRICTION (ALL PORTFOLIOS)
A Portfolio may not purchase or sell physical commodities
unless acquired as a result of ownership of securities or
other instruments (but this limitation shall not prevent the
Portfolios from purchasing or selling foreign currencies,
options, futures,
20
swaps, forward contracts or other derivative instruments or
from investing in securities or other instruments backed by
physical commodities).
3(c) TO APPROVE REVISIONS TO THE FUNDAMENTAL RESTRICTION
CONCERNING THE LENDING OF A PORTFOLIO'S PORTFOLIO
SECURITIES.
The proposed revisions to this restriction make clarifying
changes to the list of investments that should not be included in
the Portfolio's limit on lending transactions. The proposed
revisions also increase the amount of Portfolio assets that can
be lent, consistent with applicable SEC rules. Although no
Portfolio has any current intention to loan in excess of 25% of
its total assets, consistent with the terms of relevant exemptive
relief previously obtained by the Portfolios, this provides
additional flexibility should those intentions, or the terms of
the existing exemptive order, change.
The restriction, as proposed to be revised, is set forth below.
PROPOSED RESTRICTION ON LENDING (ALL PORTFOLIOS)
A Portfolio may not lend any security or make any other loan
if, as a result, more than 33 1/3% of the Portfolio's total
assets would be lent to other parties (but this limitation
does not apply to investments in repurchase agreements,
commercial paper, debt securities or loans, including
assignments and participation interests).
3(d) TO APPROVE REVISIONS TO THE PORTFOLIOS' RESTRICTION
CONCERNING BORROWING MONEY AND ISSUING SENIOR SECURITIES.
The Portfolios may borrow money from banks and make other
investments permissible under the 1940 Act that involve
borrowing, within certain prescribed limits. The Portfolios may
also borrow money from each other or other persons to the extent
permitted by applicable law. For example, the Portfolios may
borrow money to meet redemptions without being forced to
prematurely sell portfolio securities. This technique allows the
Portfolios greater flexibility to buy and sell portfolio
securities for investment or tax considerations, rather than for
cash flow considerations.
A "senior security" is an obligation of a Portfolio with respect
to its earnings or assets that takes precedence over the claims
of the Portfolio's shareholders with respect to the same earnings
or assets. SEC staff interpretations allow the Portfolios to
engage in a number of types of transactions that could raise
senior securities issues,
21
provided that they meet certain collateral requirements designed
to protect shareholders. For example, short sales, certain
options and futures transactions, reverse repurchase agreements
and any securities transactions that obligate a Portfolio to pay
money at a future date (such as when-issued, forward commitment,
or delayed delivery transactions) are permitted investments that
may raise these issues.
The restriction proposed below will establish a standardized
borrowing and senior securities restriction intended to make
certain technical corrections to the Portfolios' current
restriction. The proposal is also intended to correct the
inadvertent miscategorization of the non-money market Portfolios'
policy on borrowing as non-fundamental in their registration
documents.
PROPOSED BORROWING AND SENIOR SECURITIES RESTRICTION (ALL
PORTFOLIOS)
The Portfolios may not borrow money except that the
Portfolio may borrow money for temporary or emergency
purposes (not for leveraging or investment). Borrowings from
banks will not, in any event, exceed one-third of the value
of a Portfolio's total assets (including the amount
borrowed). This policy shall not prohibit short sales
transactions, or futures, options, swaps or forward
transactions. The Portfolios may not issue "senior
securities" in contravention of the 1940 Act.
REQUIRED VOTE
Approval of each of the above revisions requires the vote of a
majority of the outstanding voting securities, as defined in the
1940 Act, of each affected Portfolio. A "majority of outstanding
voting securities" of a Portfolio, as defined in the 1940 Act,
means the lesser of (a) 67% or more of the shares of a Portfolio
present at the meeting if the owners of more than 50% of the
shares of the Portfolio then outstanding are present in person or
by proxy, or (b) more than 50% of outstanding shares of a
Portfolio entitled to vote at the meeting.
The trustees have concluded that the proposed amendments to the
investment restrictions will benefit each Portfolio and its
shareholders. If any of the proposed amendments to the investment
restrictions are not approved, the current investment
restrictions will remain unchanged and in effect.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR ADOPTION OF
THE AMENDED INVESTMENT RESTRICTIONS.
22
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
ACTIVITIES AND MANAGEMENT OF JANUS
Janus is a Colorado corporation organized in 1978 (formerly,
Bailey, & Griffiths, Ltd.) It serves as investment adviser or
sub-investment adviser to investment companies and separately
managed accounts.
The directors of Janus are Thomas H. Bailey, Helen Young Hayes,
Michael E. Herman, Thomas A. McDonnell, Landon H. Rowland and
Michael Stolper. The address and principal occupations of each
director are set forth in the table below.
<Table>
<Caption>
Director Address Principal Occupation
----------------------------------------------------------------------------------------
Thomas H. Bailey 100 Fillmore Street Director, President, Chairman and
Denver, CO 80206 Chief Executive Officer of Janus.
Helen Young Hayes 100 Fillmore Street Director and Vice President of
Denver, CO 80206 Janus; Executive Vice President and
Portfolio Manager of Janus Overseas
Fund, Janus Worldwide Fund, Janus
Aspen International Growth
Portfolio, Janus Aspen Worldwide
Growth Portfolio, Janus Adviser
International Fund and Janus
Adviser Worldwide Fund.
Michael E. Herman 6201 Ward Parkway Private investor.
Kansas City, MO 64113
Thomas A. McDonnell DST Systems, Inc. President and Chief Executive
333 West 11th Street, 5th Officer of DST Systems, Inc.
Floor
Kansas City, MO 64105
Landon H. Rowland Stilwell Financial Inc. Chairman, President and Chief
920 Main Street, 21st Floor Executive Officer of Stilwell
Kansas City, MO 64105-2008 Financial Inc.
Michael Stolper Stolper & Co., Inc. President of Stolper & Co., Inc.
One America Plaza (an investment advisory firm).
600 West Broadway
Suite 1010
San Diego, CA 92101
</Table>
Mr. Bailey sold an approximately 6% stake in Janus to Stilwell in
a sale that closed on May 1, 2001. The value of such sale was
approximately $610,000,000 (including applicable interest).
23
PORTFOLIO TRANSACTIONS AND BROKERAGE
All orders for the purchase or sale of a Portfolio's portfolio
securities are placed on behalf of each Portfolio by Janus, or
its agent, pursuant to authority contained in the Portfolio's
Current or New Advisory Agreements. Janus' policy is to seek
"best execution" on each trade.
The Trustees have authorized Janus to place transactions with DST
Securities, Inc. ("DSTS"). DSTS is considered an "Affiliated
Broker" because it is a wholly-owned subsidiary of DST Systems,
Inc. ("DST"), a subsidiary of Stilwell, Janus' parent company.
Janus may place transactions with DSTS if it reasonably believes
that the quality of execution and the associated commission are
fair and reasonable and if, overall, the associated transaction
costs, net of any credits discussed below, are lower than the net
costs that would be incurred through other brokerage firms that
provide comparable execution. Brokerage commissions paid on
transactions executed through DSTS may be used as a means to
reduce Portfolio expenses by generating credits to offset the
license fees charged a Portfolio by DST for the use of its
shareholder accounting system. The chart below sets forth the
fees paid to DSTS for the Portfolios' fiscal year ended December
31, 2000. Portfolios not listed below did not pay any fees to
DSTS.
<Table>
<Caption>
Commissions Paid Percent of Brokerage Commissions
Name of Portfolio Through DSTS Paid By Portfolio
-------------------------------------------------------------------------------------------------
Core Equity Portfolio $ 37 0.16%
Growth and Income Portfolio $ 305 0.23%
International Growth Portfolio $ 1,241 0.04%
Worldwide Growth Portfolio $16,745 0.12%
</Table>
The Portfolios may also place trades with E*Trade Securities
("E*Trade"), a registered broker-dealer and a wholly-owned
subsidiary of E*Trade Group ("Group"). As of September 28, 2001,
Janus owned, in the aggregate, in excess of 5% of the outstanding
voting securities of Group in various accounts, including the
Portfolios. By virtue of this ownership, Group is considered an
affiliate of Janus for 1940 Act purposes. Solely for purposes of
this proxy statement, E*Trade is considered an "Affiliated
Broker" because it is a wholly-owned subsidiary of Group, an
affiliate of Janus. The Portfolios did not pay any fees to
E*Trade for the Portfolios' fiscal year ended December 31, 2000.
MANNER OF VOTING PROXIES
The solicitation is being made primarily by the mailing of this
proxy statement and the accompanying proxy card on or about
November [ ], 2001. Supplementary solicitations may be made by
mail,
24
telephone, telegraph, facsimile, electronic means or by personal
interview by representatives of the Trust. In addition, GS may be
paid to solicit shareholders on behalf of the Trust or any
Portfolio. The total anticipated cost of such services is
estimated to be [COST]. [THE TOTAL COST OF SOLICITATION REGARDING
THE NEW ADVISORY AGREEMENTS WILL BE BORNE BY JANUS, BUT THE
PORTFOLIOS MAY BEAR SOME OF THE COSTS OF SOLICITATION OF
PROPOSALS 1 AND 3. THE ANTICIPATED COST PER PORTFOLIO OF SUCH
SOLICITATION IS SET FORTH BELOW.]
<Table>
<Caption>
Name of Portfolio Cost of Solicitation
----------------------------------------------------------------------------------
Aggressive Growth Portfolio
Balanced Portfolio
Capital Appreciation Portfolio
Core Equity Portfolio
Flexible Income Portfolio
Global Life Sciences Portfolio
Global Technology Portfolio
Global Value Portfolio
Growth and Income Portfolio
Growth Portfolio
International Growth Portfolio
Money Market Portfolio
Strategic Value Portfolio
Worldwide Growth Portfolio
</Table>
Janus will also reimburse insurance companies and qualified plans
for their reasonable expenses in forwarding solicitation material
to the beneficial owners of shares.
The Trust may arrange to have votes recorded by telephone. If the
Trust records votes by telephone, they will use procedures
designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting in accordance with their
instructions, and to confirm that their instructions have been
properly recorded. Proxies voted by telephone may be revoked at
any time before they are voted in the same manner that proxies
voted by mail may be revoked.
The Trust may also arrange to have votes submitted over the
internet. In order to use this feature, you should go to the
website listed on the enclosed voting instructions insert and
enter the control number set forth on your proxy card(s). You
will be prompted to follow a simple set of instructions. Proxies
voted on the internet may be revoked at any time before they are
voted in the same manner that proxies voted by mail may be
revoked.
Shares of the Portfolios may be held by certain separate accounts
of insurance companies to fund benefits payable under certain
variable annuity contracts and variable life insurance policies
("variable con-
25
tracts"). Your insurance company may request that you provide it
with voting instructions for your beneficially held shares of any
such separate account. If you do not provide voting instructions
to your insurance company, it may vote all of the shares held in
that separate account in the same proportions as the voting
actually received from other variable contract holders for that
separate account.
QUORUM AND VOTING
Under the terms of the Current Trust Instrument, one-third of the
shares entitled to vote shall be a quorum for the transaction of
business at the Meeting. In the event a quorum is not present at
the Meeting or in the event a quorum is present but sufficient
votes to approve a proposal are not received, the persons named
as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. If a quorum is
not present, the persons named as proxies will vote those proxies
that they are entitled to vote "FOR" each item for the proposed
adjournment and will vote those proxies required to be voted
"AGAINST" each item against the adjournment.
Votes to "ABSTAIN" will count toward establishing a quorum.
However, passage of any proposal being considered at the Meeting
will occur only if a sufficient number of votes are cast "FOR"
the proposal. Broker "non-votes" (that is, proxies from brokers
or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled
to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) and votes to
"ABSTAIN" will have the same effect as shares voted against a
proposal.
INVESTMENT ADVISER AND DISTRIBUTOR
Janus and Janus Distributors, 100 Fillmore Street, Denver,
Colorado 80206, serve as the Portfolio's Investment Adviser and
Distributor, respectively.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The officers and Trustees of the Janus Aspen Series Portfolios
cannot directly own Shares of the Portfolios without purchasing
an insurance contract through one of the participating insurance
companies or through a qualified plan. As a result, the officers
and trustees as a group own less than 1% of the outstanding
Shares of each Portfolio. As of October 19, 2001, all of the
outstanding Shares of the Portfo-
26
lios were owned by certain insurance company separate accounts,
qualified plans and by Janus Capital. As of October 19, 2001, all
of the outstanding Shares of Global Value Portfolio (Service
Shares) and Money Market Portfolio (Service Shares) were owned by
Janus, which provided seed capital for the Portfolios. The
percentage ownership of each separate account or qualified plan
owning more than 5% of the Shares of any Portfolio (or class of a
Portfolio) as of October 19, 2001, is as follows:
<Table>
<Caption>
Portfolio Shareholder Name and Address of Record Percent Held
---------------------------------------------------------------------------------------
Aggressive Growth Aetna Life Insurance and Annuity Company 57.54%
Portfolio - Institutional ACES - Separate Account B
Shares 151 Farmington Avenue
Hartford, CT 06156-0001
GE Life and Annuity Assurance Company 12.75%
6610 W. Broad Street
Richmond, VA 23230-1702
Aggressive Growth GE Life and Annuity Assurance Company 7.23%
Portfolio - Service Shares 6610 W. Broad Street
Richmond, VA 23230-1702
IDS Life Insurance Company 28.29%
FBO Daryl Johnson
125 AXP Financial Center
Minneapolis, MN 55474-0001
Principal Life Insurance Company 6.20%
711 High Street
Des Moines, IA 50392-1520
Travelers Life and Annuity Company 26.91%
1 Tower Square
Hartford, CT 06183-0001
Balanced Portfolio - Aetna Life Insurance and Annuity Company 31.73%
Institutional Shares ACES - Separate Account B
151 Farmington Avenue
Hartford, CT 06156-0001
GE Life and Annuity Assurance Company 17.08%
6610 W. Broad Street
Richmond, VA 23230-1702
New York Life Insurance and Annuity 25.18%
Company
300 Interspace Parkway
Parsippany, NJ 07054-1100
Balanced Portfolio - GE Life and Annuity Assurance Company 29.60%
Service Shares 6610 W. Broad Street
Richmond, VA 23230-1702
</Table>
27
<Table>
<Caption>
Portfolio Shareholder Name and Address of Record Percent Held
---------------------------------------------------------------------------------------
Balanced Portfolio - Ohio National Life Insurance Company 36.47%
Service Shares (continued) P.O. Box 237
Cincinnati, OH 45201-0237
Travelers Life and Annuity Company 24.02%
1 Tower Square
Hartford, CT 06183-0001
Capital Appreciation Connecticut Mutual Life Insurance Company 13.88%
Portfolio - Institutional 1295 State Street
Shares Springfield, MA 01111-0001
GE Life and Annuity Assurance Company 38.58%
6610 W. Broad Street
Richmond, VA 23230-1702
MONY Life Insurance Company 7.26%
MONY America Variable Account A
1740 Broadway
Suite 635
New York, NY 10019-4315
Capital Appreciation Minnesota Life Insurance Company 7.82%
Portfolio - Service Shares 400 N. Robert Street
St. Paul, MN 55101
Nationwide Life Insurance Company 85.28%
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Core Equity Portfolio - Western Reserve Life Assurance Company of 99.98%
Institutional Shares Ohio
P.O. Box 5068
Clearwater, FL 33758-5068
Core Equity Portfolio - Integrity Life Insurance Company 100.00%
Service Shares 515 W. Market Street
Louisville, KY 40202-3333
Flexible Income Portfolio - Aetna Life Insurance and Annuity Company 34.88%
Institutional Shares ACES - Separate Account B
151 Farmington Avenue
Hartford, CT 06156-0001
AUL Group Retirement Account II 11.19%
P.O. Box 1955
Indianapolis, IN 46206-9102
GE Life and Annuity Assurance Company 24.32%
6610 W. Broad Street
Richmond, VA 23230-1702
Great-West Life and Annuity Insurance 8.35%
Company
8515 E. Orchard Road
Englewood, CO 80111-5037
</Table>
28
<Table>
<Caption>
Portfolio Shareholder Name and Address of Record Percent Held
---------------------------------------------------------------------------------------
Flexible Income Portfolio - Lincoln National Life Insurance Company 5.83%
Institutional Shares Variable Annuity Account
(continued) 2940 S. 83rd Street
Lincoln, NE 68506
Flexible Income Portfolio - Guardian Insurance and Annuity Company, 71.41%
Service Shares Inc.
S/A F VA-461
FBO Flexible Income
3900 Burgess Place
Bethlehem, PA 18017-9097
Hartford Life and Annuity Company 27.09%
Separate Account ICMG
P.O. Box 2999, Wing A3
Hartford, CT 06104-2999
Global Life Sciences Western Reserve Life Assurance Company of 100.00%
Portfolio - Institutional Ohio
Shares P.O. Box 5068
Clearwater, FL 33758-5068
Global Life Sciences GE Life and Annuity Assurance Company 65.41%
Portfolio - Service Shares 6610 W. Broad Street
Richmond, VA 23230-1702
Travelers Life and Annuity Company 34.58%
1 Tower Square
Hartford, CT 06183-0001
Global Technology Western Reserve Life Assurance Company of 100.00%
Portfolio - Institutional Ohio
Shares P.O. Box 5068
Clearwater, FL 33758-5068
Global Technology GE Life and Annuity Assurance Company 7.74%
Portfolio - Service Shares 6610 W. Broad Street
Richmond, VA 23230-1702
IDS Life Insurance Company 10.41%
FBO Daryl Johnson
125 AXP Financial Center
Minneapolis, MN 55474-0001
Nationwide Life Insurance Company 69.14%
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Travelers Life and Annuity Company 5.80%
1 Tower Square
Hartford, CT 06183-0001
Growth Portfolio - Aetna Life Insurance and Annuity Company 30.81%
Institutional Shares ACES Separate Account B
151 Farmington Avenue
Hartford, CT 06156-0001
</Table>
29
<Table>
<Caption>
Portfolio Shareholder Name and Address of Record Percent Held
---------------------------------------------------------------------------------------
Growth Portfolio - GE Life and Annuity Assurance Company 20.12%
Institutional Shares 6610 W. Broad Street
(continued) Richmond, VA 23230-1702
Pruco Life Insurance Company 13.02%
100 Mulberry Street
Newark, NJ 07102-4056
Growth Portfolio - Allmerica Financial Life Insurance Company 35.21%
Service Shares Separate Account S-310
440 Lincoln Street
Worcester, MA 01653-0002
GE Life and Annuity Assurance Company 9.16%
6610 W. Broad Street
Richmond, VA 23230-1702
Ohio National Life Insurance Company 16.28%
P.O. Box 237
Cincinnati, OH 45201-0237
Lincoln National Life Insurance Company 24.24%
Separate Account 70
1300 S. Clinton Street
Fort Wayne, IN 46802-3518
Growth and Income Kemper Investors Life Insurance Company 81.53%
Portfolio - Institutional Variable Annuity Separate Account
Shares 1 Kemper Drive
Long Grove, IL 60049-0001
Western Reserve Life Assurance Company of 14.82%
Ohio
P.O. Box 5068
Clearwater, FL 33758-5068
Growth and Income Allmerica Financial Life Insurance Company 76.12%
Portfolio - Service Shares Separate Accounts S-310
440 Lincoln Street
Worcester, MA 01653-0002
Travelers Life and Annuity Company 17.62%
1 Tower Square
Hartford, CT 06183-0001
International Growth Automatic Data Processing, Inc. 7.79%
Portfolio - Institutional 1 ADP Boulevard
Shares Roseland, NJ 07068-1786
GE Life and Annuity Assurance Company 20.34%
6610 W. Broad Street
Richmond, VA 23230-1702
Pruco Life Insurance Company 29.77%
100 Mulberry Street
Newark, NJ 07102-4056
</Table>
30
<Table>
<Caption>
Portfolio Shareholder Name and Address of Record Percent Held
---------------------------------------------------------------------------------------
International Growth State Street Bank and Trust Company 7.69%
Portfolio - Institutional FBO Northwest Airlines Retirement Savings
Shares (continued) Plan
105 Rosemont Road
Westwood, MA 02090-2318
International Growth IDS Life Insurance Company 13.10%
Portfolio - Service Shares FBO Daryl Johnson
125 AXP Financial Center
Minneapolis, MN 55474-0001
Minnesota Life Insurance Company 5.94%
400 N. Robert Street
St. Paul, MN 55101
Nationwide Life Insurance Company 58.19%
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Travelers Life and Annuity Company 5.98%
1 Tower Square
Hartford, CT 06183-0001
Money Market Portfolio - Integrity Life Insurance Company 48.68%
Institutional Shares 515 W. Market Street
Louisville, KY 40202-3333
Western Reserve Life Assurance Company of 51.33%
Ohio
P.O. Box 5068
Clearwater, FL 33758-5068
Strategic Value Portfolio - Western Reserve Life Assurance Company of 100.00%
Institutional Shares Ohio
P.O. Box 5068
Clearwater, FL 33758-5068
Strategic Value Portfolio - Integrity Life Insurance Company 48.62%
Service Shares 515 W. Market Street
Louisville, KY 40202-3333
PFL Life Insurance Company 40.42%
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
Travelers Life and Annuity Company 6.84%
1 Tower Square
Hartford, CT 06183-0001
Worldwide Growth Portfolio - Aetna Life Insurance and Annuity Company 33.02%
Institutional Shares ACES - Separate Account B
151 Farmington Avenue
Hartford, CT 06156-0001
GE Life and Annuity Assurance Company 11.05%
6610 W. Broad Street
Richmond, VA 23230-1702
</Table>
31
<Table>
<Caption>
Portfolio Shareholder Name and Address of Record Percent Held
---------------------------------------------------------------------------------------
Worldwide Growth Portfolio - Lincoln National Life Insurance Company 5.34%
Institutional Shares Variable Annuity Account C
(continued) 1300 S. Clinton Street
Fort Wayne, IN 46802-3518
New York Life Insurance and Annuity 10.95%
Company
300 Interspace Parkway
Parsippany, NJ 07054-1100
Worldwide Growth Portfolio - GE Life and Annuity Assurance Company 13.48%
Service Shares 6610 W. Broad Street
Richmond, VA 23230-1702
John Hancock Variable Life Insurance 7.42%
Company
101 Huntington Avenue
Boston, MA 02199-7603
Ohio National Life Insurance Company 23.51%
P.O. Box 237
Cincinnati, OH 45201-0237
Travelers Life and Annuity Company 32.61%
1 Tower Square
Hartford, CT 06183-0001
</Table>
None of the qualified plans owned 10% or more of the shares of
Janus Aspen Series as a whole.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP ("PwC") is the independent accountant
for the Trust. PwC examines the financial statements for the
Portfolios and may provide other non-audit and tax-related
services to the Funds. In accordance with Independence Standards
Board Standard No. 1, PwC has confirmed to the Trust's audit
committee that they are independent accountants with respect to
the Portfolios. Representatives of PwC are expected to be present
at the Meeting to respond to appropriate shareholder questions
and will have the opportunity to make a statement if desired.
FUND RELATED FEES
Audit Fees. For the Trust's most recent fiscal year ended
December 31, 2000, the approximate fee for professional services
rendered for the audit of the Portfolios' annual financial
statements was $126,500.
All Other Fees. For the Trust's most recent fiscal year ended
December 31, 2000, PwC was paid approximately $58,200 for all
other services, including tax-related and other accounting
services, rendered to the Portfolios.
32
NON-FUND RELATED FEES
All Other Fees. For the Trust's most recent fiscal year ended
December 31, 2000, PwC was paid approximately $44,000 for all
other non-audit services rendered on behalf of Janus Service
Corporation, a wholly-owned subsidiary of Janus.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust does not generally hold annual shareholders' meetings,
but will hold special meetings as required or deemed desirable.
Since the Trust does not hold regular shareholders' meetings, the
anticipated date of the next special shareholders meeting (if
any) cannot be provided. Shareholders wishing to submit proposals
for consideration for inclusion in a proxy statement for a
subsequent shareholders' meeting of the Trust or any Portfolio
should send their written proposals to the secretary of the Trust
at the address set forth on the cover of this proxy statement.
Proposals must be received within a reasonable time before the
Trust begins to print and mail its proxy materials for the
meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The trustees do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do
so. If, however, any other matters are properly brought before
the Meeting, the persons named as proxies will vote on such other
matter(s) in accordance with their judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY IN ORDER TO
AVOID UNNECESSARY DELAY AND COST. SHAREHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON
AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
November [ ], 2001 JANUS ASPEN SERIES
33
EXHIBIT A
EXECUTIVE OFFICERS OF JANUS ASPEN SERIES
--------------------------------------------------------------------------------
<Table>
<Caption>
Principal occupation for last 5 Year of
Name (age) years Positions with the Portfolios Appointment
--------------------------------------------------------------------------------------------------------
Thomas H. Bailey (64) Chairman, President, Chief Trustee, President and 1993
Executive Officer and Director Chairman
of Janus. Formerly, Director
(1997-2001) of Janus
Distributors, Inc. and
President (1994-1997) of Janus
Service Corporation.
Thomas A. Early (46) Vice President, General Counsel Vice President and General 1998
and Secretary of Janus; Vice Counsel
President, General Counsel,
Secretary and Director of Janus
Distributors, Inc., Janus
Service Corporation, Janus
Capital International Ltd.,
Janus Institutional Services,
Inc., and Janus International
Holding Company; Vice
President, General Counsel and
Director to Janus International
(Asia) Limited and Janus
International Limited; Vice
President, General Counsel and
Secretary for The Janus
Foundation and Director for
Janus Capital Trust Manager
Limited and Janus World Funds.
Formerly, Executive Vice
President and General
Counsel/Mutual Funds
(1994-1998) of Prudential
Insurance Company.
</Table>
34
<Table>
<Caption>
Principal occupation for last 5 Year of
Name (age) years Positions with the Portfolios Appointment
--------------------------------------------------------------------------------------------------------
Loren M. Starr (40) Vice President of Finance, Vice President and Chief 2001
Treasurer and Chief Financial Financial Officer
Officer of Janus. Formerly,
Managing Director, Treasurer
and Head of Corporate Finance
and Reporting (1998-2001) for
Putnam Investments; and Senior
Vice President of Financial
Planning and Analysis
(1996-1998) for Lehman
Brothers, Inc.
Glenn P. O'Flaherty (43) Vice President of Janus. Treasurer and Chief 1996
Formerly, Director of Fund Accounting Officer
Accounting (1991-1997) of
Janus.
Kelley Abbott Howes (36) Vice President and Assistant Vice President and Secretary 1999
General Counsel of Janus, Janus
Distributors, Inc., and Janus
Service Corporation. Formerly,
Assistant Vice President
(1997-1999) of Janus; Chief
Compliance Officer, Director
and President (1997-1999) of
Janus Distributors, Inc.; and
Assistant Vice President
(1998-2000) of Janus Service
Corporation.
Bonnie M. Howe (36) Vice President and Assistant Vice President 1999
General Counsel of Janus, Janus
Distributors, Inc., and Janus
Service Corporation. Formerly,
Assistant Vice President
(1997-1999) and Associate
Counsel (1995-1999) for Janus
and Assistant Vice President
(1998-2000) for Janus Service
Corporation.
Heidi J. Walter (34) Vice President and Assistant Vice President 2000
General Counsel of Janus and
Janus Service Corporation.
Formerly, Vice President and
Senior Legal Counsel
(1995-1999) for Stein Roe &
Farnham Inc.
</Table>
35
<Table>
<Caption>
Principal occupation for last 5 Year of
Name (age) years Positions with the Portfolios Appointment
--------------------------------------------------------------------------------------------------------
Laurence J. Chang (36) Vice President of Janus. Executive Vice President 1999
Formerly, Analyst (1993-1998) and Portfolio Manager
for Janus. Worldwide Growth Portfolio
David J. Corkins (35) Vice President of Janus. Executive Vice President 1998
Formerly, Analyst (1995-1997) and Portfolio Manager
for Janus. Growth and Income Portfolio
David C. Decker (35) Vice President of Janus. Executive Vice President 2000
Formerly, Analyst (1992-1996) and Portfolio Manager
for Janus. Strategic Value Portfolio
James P. Goff (37) Vice President of Janus. Executive Vice President 1993
and Portfolio Manager
Aggressive Growth Portfolio
Helen Young Hayes (39) Vice President and Director of Executive Vice President
Janus. and Portfolio Manager
International Growth 1994
Portfolio
Worldwide Growth Portfolio 1993
C. Mike Lu (32) Vice President of Janus. Executive Vice President 2000
Formerly, Analyst (1991-1998) and Portfolio Manager
for Janus. Global Technology Portfolio
Brent A. Lynn (37) Vice President of Janus. Executive Vice President 2001
Formerly, Analyst (1991-2001) and Portfolio Manager
for Janus. International Growth
Portfolio
Thomas R. Malley (32) Vice President of Janus. Executive Vice President 2000
Formerly, Analyst (1991-1998) and Portfolio Manager
for Janus. Global Life Sciences
Portfolio
Karen L. Reidy (34) Vice President of Janus. Executive Vice President
Formerly, Analyst (1995-1999) and Portfolio Manager
for Janus. Balanced Portfolio 2000
Core Equity Portfolio 2000
Blaine P. Rollins (34) Vice President of Janus. Executive Vice President 2000
and Portfolio Manager
Growth Portfolio
Scott W. Schoelzel (43) Vice President of Janus. Executive Vice President 1997
and Portfolio Manager
Capital Appreciation
Portfolio
</Table>
36
<Table>
<Caption>
Principal occupation for last 5 Year of
Name (age) years Positions with the Portfolios Appointment
--------------------------------------------------------------------------------------------------------
Ronald V. Speaker* (37) Vice President of Janus. Executive Vice President 1993
and Portfolio Manager
Flexible Income Portfolio
J. Eric Thorderson (40) Vice President of Janus. Executive Vice President 2001
Formerly, Senior Analyst and Portfolio Manager
(1996-1999) for Janus. Money Market Portfolio
Jason P. Yee (32) Vice President of Janus. Executive Vice President 2001
Formerly, Portfolio Manager and and Portfolio Manager
Managing Director (1996-2000) Global Value Portfolio
of Bee & Associates and
Assistant Portfolio Manager
(1996 and 2000) for Janus.
Formerly, Analyst (1992-1996
and 2001) for Janus.
</Table>
---------------
* In January 1997, Mr. Speaker settled an administrative action involving two
personal trades made by him in January 1993. Without admitting or denying the
allegations, Mr. Speaker agreed to civil money penalty, disgorgement, and
interest payments totaling $37,199 and to a 90-day suspension which ended on
April 25, 1997.
37
EXHIBIT B
FORM OF JANUS ASPEN SERIES
INVESTMENT ADVISORY AGREEMENT
[NAME OF PORTFOLIO]
--------------------------------------------------------------------------------
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this
day of , 2002, 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 [NAME OF PORTFOLIO] (the "Portfolio"); 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
38
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 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;
39
(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.
[FOR AGGRESSIVE GROWTH PORTFOLIO, BALANCED PORTFOLIO, CAPITAL
APPRECIATION PORTFOLIO, CORE EQUITY PORTFOLIO, GLOBAL LIFE
SCIENCES PORTFOLIO, GLOBAL TECHNOLOGY PORTFOLIO, GLOBAL VALUE
PORTFOLIO, GROWTH PORTFOLIO, GROWTH AND INCOME PORTFOLIO,
INTERNATIONAL GROWTH PORTFOLIO, STRATEGIC VALUE PORTFOLIO AND
JANUS WORLDWIDE GROWTH PORTFOLIO]:
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). The fee shall be paid monthly.
[FOR FLEXIBLE INCOME PORTFOLIO]:
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
first $300,000,000 of the daily closing net asset value of
the Portfolio, plus 1/365 of 0.55% of the daily closing net
asset value in excess of $300,000,000 (or 1/366 of either
rate in a leap year). The fee shall be paid monthly.
[FOR MONEY MARKET PORTFOLIO]:
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 0.25% of the
aggregate closing net asset value of the shares of the Fund
for each day of such month.
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
follow-
40
ing expenses relating to the Portfolio's operations without
reimbursement from the Portfolio:
(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; and
(b) Rental of offices of the Trust.
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,
41
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 Portfolio in the
interim between meetings of the Trustees.
8. TERMINATION. This Agreement may be terminated at any time,
without penalty, by the Trustees of the Trust, or by the
shareholders of the Portfolio 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
Portfolio as soon as reasonably practicable following any
termination of this Agreement if JCC does not continue to
provide investment advice to the Portfolio 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,
42
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 1940 Act) of JCC and, if required by
applicable law, (ii) by the affirmative vote of a majority of
the outstanding voting securities of the Portfolio (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 Portfolio)
between the Portfolio 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 Portfolio 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.
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 14, "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
43
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: ---------------------------------
Thomas A. Early, Vice President
JANUS ASPEN SERIES
By: ---------------------------------
Thomas H. Bailey, President
44
EXHIBIT C
--------------------------------------------------------------------------------
TABLE ONE - FUNDS SEEKING LONG-TERM GROWTH OF CAPITAL OR LONG-TERM CAPITAL
APPRECIATION
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
--------------------------------------------------------------------------------------------------
AAL Variable Product Series Fund, $ 6.7 0.55% first $100 million*
Inc. -- 0.50% next $400 million
AAL Aggressive Growth Portfolio 0.45% over $500 million
The AAL Mutual Funds -- $ 39.5 0.55% first $100 million*
AAL Aggressive Growth Fund 0.50% next $400 million
0.45% over $500 million
American Skandia Trust -- $ 543.0 0.50% on all assets*
AST Janus Overseas Growth Portfolio
American Skandia Trust -- $ 52.2 0.55% first $100 million*
AST Janus Mid-Cap Growth Portfolio 0.50% next $400 million
0.45% next $1.5 billion
0.40% next $3 billion
0.375% next $5 billion
0.35% over $10 billion
American Skandia Trust -- $ 29.7 0.55% first $100 million*
AST Janus Strategic Value Portfolio 0.50% next $400 million
0.45% next $1.5 billion
0.40% next $3 billion
0.375% next $5 billion
0.35% over $10 billion
American Skandia Advisor Funds, $ 1,035.6 0.50% first $500 million*
Inc. -- 0.45% next $500 million
ASAF Janus Capital Growth Fund 0.40% next $4 billion
0.35% over $5 billion
American Skandia Advisor Funds, $ 250.0 0.50% on all assets*
Inc. --
ASAF Janus Overseas Growth Fund
American Skandia Advisor Funds, $ 19.2 0.55% first $100 million*
Inc. -- 0.50% next $400 million
ASAF Janus Mid-Cap Growth Fund 0.45% next $1.5 billion
0.40% next $3 billion
0.375% next $5 billion
0.35% over $10 billion
The GCG Trust -- $ 979.7 0.55% first $100 million*
Growth Portfolio 0.50% next $400 million
0.45% over $500 million
0.425% next $2 billion
0.40% over $3 billion
</Table>
---------------
* Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
45
TABLE ONE - FUNDS SEEKING LONG-TERM GROWTH OF CAPITAL OR LONG-TERM CAPITAL
APPRECIATION (CONTINUED)
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
--------------------------------------------------------------------------------------------------
The GCG Trust -- $ 19.5 0.55% first $100 million*
Special Situations Portfolio 0.50% next $400 million
0.45% over $500 million
IDEX Mutual Funds -- $ 167.1 0.50% first $750 million*
IDEX Janus Capital Appreciation Fund+ 0.45% next $250 million
0.425% over $1 billion
Janus Core Equity Fund $ 711.0 0.65%
Janus Enterprise Fund $ 2,945.3 0.65%
Janus Global Life Sciences Fund $ 2,375.5 0.65%
Janus Global Technology Fund $ 1,968.7 0.65%
Janus Global Value Fund $ 56.4 0.65%
Janus Mercury Fund $ 7,875.7 0.65%
Janus Olympus Fund $ 2,942.9 0.65%
Janus Orion Fund $ 561.6 0.65%
Janus Overseas Fund $ 4,868.5 0.65%
Janus Special Situations Fund $ 907.0 0.65%
Janus Strategic Value Fund $ 1,877.7 0.65%
Janus Twenty Fund $14,362.7 0.65%
Janus Venture Fund $ 966.1 0.65%
Janus Aspen Aggressive Growth $ 1,973.8 0.65%
Portfolio
Janus Aspen Capital Appreciation $ 1,126.6 0.65%
Portfolio
Janus Aspen Core Equity Portfolio $ 12.6 0.65%++
Janus Aspen Global Life Sciences $ 42.4 0.65%++
Portfolio
</Table>
---------------
* Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
+ For purposes of an expense limit, Janus has agreed to waive a portion of its
subadvisory fee to the extent that, in any fiscal year, the total cost to the
fund of normal operating expenses chargeable to its income account, including
the investment advisory fee, but excluding brokerage commissions, interest,
taxes, and 12b-1 fees exceeds 1.50% of the fund's daily net assets.
++ Janus has agreed by contract to waive the advisory fee in an amount equal to
the amount, if any, that the Portfolio's normal operating expenses in any
fiscal year, including the investment advisory fee but excluding distribution
fees (applicable to Service Shares only), brokerage commissions, interest,
taxes and extraordinary expenses exceed the agreed-upon expense limit.
Mortality risk, expense risk and other charges imposed by participating
insurance companies are excluded from the expense limit. Janus has agreed to
continue such waivers until at least the next annual renewal of the advisory
agreement (anticipated to be on or around July 1, 2002).
46
TABLE ONE - FUNDS SEEKING LONG-TERM GROWTH OF CAPITAL OR LONG-TERM CAPITAL
APPRECIATION (CONTINUED)
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
--------------------------------------------------------------------------------------------------
Janus Aspen Global Technology $ 204.1 0.65%++
Portfolio
Janus Aspen Global Value Fund $ 1.8 0.65%++
Janus Aspen International Growth Fund $ 1,232.6 0.65%
Janus Aspen Strategic Value Portfolio $ 13.4 0.65%++
Janus Adviser Aggressive Growth Fund $ 262.0 0.65%#
Janus Adviser Capital Appreciation $ 221.6 0.65%#
Fund
Janus Adviser Core Equity Fund $ 7.5 0.65%#
Janus Adviser Global Value Fund $ 1.8 0.65%-
Janus Adviser International Fund $ 386.9 0.65%#
Janus Adviser Strategic Value Fund $ 4.4 0.65%-
JNL Series Trust -- $ 407.0 0.55% first $100 million*
JNL/Janus Aggressive Growth Series 0.50% next $400 million
0.45% over $500 million
JNL Series Trust -- $ 232.3 0.55% first $100 million*
JNL/Janus Capital Growth Series 0.50% next $400 million
0.45% over $500 million
John Hancock Variable Series Trust $ 212.5 0.55% first $100 million*
I -- 0.50% next $400 million
Mid Cap Growth Fund 0.45% over $500 million
Manufacturers Investment Trust -- $ 109.1 0.55% first $100 million*
Dynamic Growth Trust 0.50% next $400 million
0.45% over $500 million
MassMutual Institutional Funds -- $ 121.1 0.55% first $100 million*
MassMutual Aggressive Growth Fund 0.50% next $400 million
0.45% over $500 million
</Table>
---------------
++ Janus has agreed by contract to waive the advisory fee in an amount equal to
the amount, if any, that the Portfolio's normal operating expenses in any
fiscal year, including the investment advisory fee but excluding distribution
fees (applicable to Service Shares only), brokerage commissions, interest,
taxes and extraordinary expenses exceed the agreed-upon expense limit.
Mortality risk, expense risk and other charges imposed by participating
insurance companies are excluded from the expense limit. Janus has agreed to
continue such waivers until at least the next annual renewal of the advisory
agreement (anticipated to be on or around July 1, 2002).
# Until at least July 31, 2003, provided that Janus remains the investment
adviser to the Fund, Janus has agreed by contract to waive the advisory fee
payable by the Fund in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment
advisory fee, but excluding the distribution fee, administrative services
fee, brokerage commissions, interest, taxes and extraordinary expenses,
exceed the agreed-upon expense limit.
- Until at least the next annual renewal of the advisory agreement (anticipated
to be on or around July 1, 2002), provided that Janus remains the investment
adviser to the Fund, Janus has agreed by contract to waive the advisory fee
payable by the Fund in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment
advisory fee, but excluding the distribution fee, administrative services
fee, brokerage commissions, interest, taxes and extraordinary expenses,
exceed the agreed-upon expense limit.
* Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
47
TABLE ONE - FUNDS SEEKING LONG-TERM GROWTH OF CAPITAL OR LONG-TERM CAPITAL
APPRECIATION (CONTINUED)
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
--------------------------------------------------------------------------------------------------
Metropolitan Series Fund, Inc. -- $ 930.5 0.55% first $100 million*
Janus Mid-Cap Portfolio 0.50% next $400 million
0.45% over $500 million
Met Investors Series Trust -- $ 7.8 0.55% first $100 million*
Janus Aggressive Growth Portfolio 0.50% next $400 million
0.45% over $500 million
Ohio National Fund, Inc. -- $ 14.1 0.55% first $100 million*
Aggressive Growth Portfolio 0.50% next $400 million
0.45% over $500 million
Pacific Select Fund -- $ 2,076.0 0.55% first $100 million*
Growth LT Portfolio 0.50% next $400 million
0.45% over $500 million
Pacific Select Fund -- $ 42.5 0.55% first $100 million*
Focused 30 Portfolio 0.50% next $400 million
0.45% over $500 million
Pacific Select Fund -- $ 67.0 0.55% first $100 million*
Strategic Value Portfolio 0.50% next $400 million
0.45% over $500 million
The Phoenix Edge Series Fund -- $ 18.6 0.55% first $100 million*
Phoenix-Janus Core Equity Series 0.50% next $400 million
0.45% over $500 million
The Travelers Series Trust -- $ 1,188.9 0.55% first $100 million*
Capital Appreciation Fund 0.50% next $400 million
0.45% over $500 million
WM Group of Funds -- $ 568.0 0.55% first $25 million*
Growth Fund 0.50% next $475 million
0.45% over $500 million
WM Variable Trust -- $ 158.1 0.55% first $25 million*
Growth Fund 0.50% next $475 million
0.45% over $500 million
</Table>
---------------
* Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
48
TABLE TWO - FUNDS SEEKING LONG-TERM GROWTH OF CAPITAL CONSISTENT WITH THE
PRESERVATION OF CAPITAL
<Table>
<Caption>
Net Assets (Millions) as Advisory Fee
Name of Fund of September 30, 2001 (% of average daily net assets)
----------------------------------------------------------------------------------------------------
Aegon/Transamerica Series Fund, Inc. -- $ 988.9 *
Janus Global Portfolio
American Skandia Trust -- $ 2,149.1 0.50% first $500 million+
JanCap Growth Portfolio 0.45% next $500 million
0.40% next $4 billion
0.35% over $5 billion
IDEX Mutual Funds -- $ 884.3 0.50% first $750 million+
IDEX Janus Global Fund 0.45% next $250 million
0.425% over $1 billion
Janus Fund $23,323.4 0.65%
Janus Fund 2 $ 362.4 0.65%
Janus Worldwide Fund $19,956.7 0.65%
Janus Aspen Growth Portfolio $ 2,388.4 0.65%
Janus Aspen Worldwide Growth Portfolio $ 5,248.5 0.65%
Janus Adviser Growth Fund $ 221.5 0.65%++
Janus Adviser Worldwide Fund $ 838.4 0.65%++
JNL Series Trust -- $ 366.3 0.55% first $100 million+
Global Equities Series 0.50% next $400 million
0.45% over $500 million
Lincoln National Capital Appreciation $ 1,002.8 0.55% first $100 million+
Fund, Inc. -- 0.50% next $400 million
Capital Appreciation Fund 0.45% over $500 million
Metropolitan Series Fund, Inc. -- $ 6.3 0.55% first $100 million+
Janus Growth Portfolio 0.50% next $400 million
0.45% over $500 million
</Table>
---------------
* Janus receives a fee equal to 50% of the fee received by the primary
investment adviser.
+ Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
++ Until at least July 31, 2003, provided that Janus remains the investment
adviser to the Fund, Janus has agreed by contract to waive the advisory fee
payable by the Fund in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment
advisory fee, but excluding the distribution fee, administrative services
fee, brokerage commissions, interest, taxes and extraordinary expenses,
exceed the agreed-upon expense limit.
49
TABLE THREE - FUNDS SEEKING LONG-TERM CAPITAL GROWTH AND CURRENT INCOME
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
----------------------------------------------------------------------------------------------------
The GCG Trust -- $ 66.0 0.55% first $100 million+
Growth and Income Portfolio 0.50% next $400 million
0.45% over $500 million
IDEX Mutual Funds -- $ 18.6 0.55% first $100 million+
IDEX Janus Growth and Income Fund++ 0.50% next $400 million
0.45% over $500 million
Janus Growth and Income Fund $ 6,352.9 0.65%
Janus Aspen Growth and Income Portfolio $ 157.8 0.65%
Janus Adviser Growth and Income Fund $ 41.5 0.65%*
JNL Series Trust -- $ 19.1 0.55% first $100 million+
JNL Growth and Income Series 0.50% next $400 million
0.45% over $500 million
Scudder Variable Series II -- $ 132.8 0.55% first $100 million+
SVS Growth and Income Portfolio 0.50% next $400 million
0.45% over $500 million
</Table>
---------------
* Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
+ For purposes of an expense limit, Janus has agreed to waive a portion of its
subadvisory fee to the extent that, in any fiscal year, the total cost to the
fund of normal operating expenses chargeable to its income account, including
the investment advisory fee, but excluding brokerage commissions, interest,
taxes, and 12b-1 fees exceeds 1.40% of the fund's daily net assets.
++ Until at least July 31, 2003, provided that Janus remains the investment
adviser to the Fund, Janus has agreed by contract to waive the advisory fee
payable by the Fund in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment
advisory fee, but excluding the distribution fee, administrative services
fee, brokerage commissions, interest, taxes and extraordinary expenses,
exceed the agreed-upon expense limit.
50
TABLE FOUR - FUNDS SEEKING LONG-TERM CAPITAL GROWTH, CONSISTENT WITH
PRESERVATION OF CAPITAL AND BALANCED BY CURRENT INCOME
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
----------------------------------------------------------------------------------------------------
IDEX Mutual Funds -- $ 469.5 0.50% first $750 million*
IDEX Janus Balanced Fund+ 0.45% next $250 million
0.425% over $1 billion
Janus Balanced Fund $ 4,323.5 0.65%
Janus Aspen Balanced Portfolio $ 3,340.9 0.65%
Janus Adviser Balanced Fund $ 521.2 0.65%++
Jefferson Pilot Variable Funds, Inc. -- $ 63.9 0.55% first $100 million*
JPVF Balanced Portfolio 0.50% next $400 million
0.45% over $500 million
JNL Series Trust -- $ 69.9 0.55% first $100 million*
JNL/Janus Balanced Series 0.50% next $400 million
0.45% over $500 million
</Table>
---------------
* Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
+ For purposes of an expense limit, Janus has agreed to waive a portion of its
subadvisory fee to the extent that, in any fiscal year, the total cost to the
fund of normal operating expenses chargeable to its income account, including
the investment advisory fee, but excluding brokerage commissions, interest,
taxes, and 12b-1 fees exceeds 1.50% of the fund's daily net assets.
++ Until at least July 31, 2003, provided that Janus remains the investment
adviser to the Fund, Janus has agreed by contract to waive the advisory fee
payable by the Fund in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment
advisory fee, but excluding the distribution fee, administrative services
fee, brokerage commissions, interest, taxes and extraordinary expenses,
exceed the agreed-upon expense limit.
TABLE FIVE - FUNDS SEEKING CURRENT INCOME
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
---------------------------------------------------------------------------------------------------
Janus Federal Tax-Exempt Fund $ 121.8 0.60% of first $300 million
0.55% over $300 million#
Janus High-Yield Fund $ 398.2 0.75% of first $300 million
0.65% over $300 million#
Janus Short-Term Bond Fund $ 498.6 0.65% of first $300 million
0.55% over $300 million#
</Table>
---------------
# Janus has agreed to waive a portion of its advisory fee until at least the
next annual review of the advisory agreements (anticipated to be July 1,
2002).
51
TABLE SIX - FUNDS SEEKING TOTAL RETURN
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
-----------------------------------------------------------------------------------------------------
IDEX Mutual Funds -- $ 81.4 0.45% first $100 million*
IDEX Janus Flexible Income Fund+ 0.40% next $150 million
0.35% over 250 million
Janus Flexible Income Fund $ 1,257.0 0.65% of first $300 million++
0.55% over $300 million
Janus Aspen Flexible Income Portfolio $ 366.2 0.65% of first $300 million#
0.55% over $300 million
Janus Adviser Flexible Income Fund $ 7.6 0.65% of first $300 million-
0.55% over $300 million
The Phoenix Edge Series Fund -- $ 23.5 0.55% first $100 million*
Phoenix-Janus Flexible Income Series 0.50% next $400 million
0.45% over $500 million
</Table>
---------------
* Fees charged by Janus do not reflect the additional fees charged by the
primary adviser to the fund. Fees charged by the primary adviser will result
in an increase of total fees paid by the fund.
+ For purposes of an expense limit, Janus has agreed to waive a portion of its
subadvisory fee to the extent that, in any fiscal year, the total cost to the
fund of normal operating expenses chargeable to its income account, including
the investment advisory fee, but excluding brokerage commissions, interest,
taxes, and 12b-1 fees exceeds 1.50% of the fund's daily net assets.
++ Janus has agreed to waive a portion of its advisory fee until at least the
next annual review of the advisory agreement (anticipated to be on or around
July 1, 2002).
# Janus has agreed to by contract to waive the advisory fee in an amount equal
to the amount, if any, that the Portfolio's normal operating expenses in any
fiscal year, including the investment advisory fee but excluding distribution
fees (applicable to Service Shares only) brokerage commissions, interest,
taxes and extraordinary expenses exceed the agreed-upon expense limit.
Mortality risk, expense risk and other charges imposed by participating
insurance companies are excluded from the expense limit. Janus has agreed to
continue such waivers until at least the next annual renewal of the advisory
agreement (anticipated to be on or around July 1, 2002).
- Until at least July 31, 2003, provided that Janus remains the investment
adviser to the Fund, Janus has agreed by contract to waive the advisory fee
payable by the Fund in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment
advisory fee, but excluding the distribution fee, administrative services
fee, brokerage commissions, interest, taxes and extraordinary expenses,
exceed the agreed-upon expense limit.
52
TABLE SEVEN - FUNDS SEEKING MAXIMUM CURRENT INCOME TO EXTENT CONSISTENT WITH
STABILITY OF CAPITAL
<Table>
<Caption>
Net Assets (Millions) Advisory Fee
Name of Fund as of September 30, 2001 (% of average daily net assets)
------------------------------------------------------------------------------------------------------
Janus Government Money Market Fund $ 1,525.0 0.20%*
Janus Money Market Fund $15,216.1 0.20%*
Janus Tax-Exempt Money Market Fund $ 271.7 0.20%*
Janus Aspen Money Market Portfolio $ 123.2 0.25%+
Janus Adviser Money Market Fund 17.6 0.25%++
</Table>
---------------
* Janus has agreed to waive a portion of its advisory fee until at least the
next annual review of the advisory agreements (anticipated to be on or around
July 1, 2002).
+ Janus has agreed to by contract to waive the advisory fee in an amount equal
to the amount, if any, that the Portfolio's normal operating expenses in any
fiscal year, including the investment advisory fee but excluding distribution
fees (applicable to Service Shares only), brokerage commissions, interest,
taxes and extraordinary expenses exceed the agreed-upon expense limit.
Mortality risk, expense risk and other charges imposed by participating
insurance companies are excluded from the expense limit. Janus has agreed to
continue such waivers until at least the next annual renewal of the advisory
agreements (anticipated to be on or around July 1, 2002).
++ Until at least July 31, 2003, provided that Janus remains the investment
adviser to the Fund, Janus has agreed by contract to waive the advisory fee
payable by the Fund in an amount equal to the amount, if any, that the Fund's
normal operating expenses in any fiscal year, including the investment
advisory fee, but excluding the distribution fee, administrative services
fee, brokerage commissions, interest, taxes and extraordinary expenses,
exceed the agreed-upon expense limit.
53
EXHIBIT D
CURRENT INVESTMENT RESTRICTIONS
--------------------------------------------------------------------------------
DIVERSIFICATION
- NON-MONEY MARKET FUNDS: Own more than 10% of the outstanding
voting securities of any one issuer and, as to fifty percent
(50%) of the value of it's the total assets of Janus Adviser
Aggressive Growth Fund, Janus Adviser Capital Appreciation
Fund, Janus Adviser Strategic Value Fund and Janus Adviser
Global Value Fund and as to seventy-five percent (75%) of the
value of the total assets of the other Funds, purchase the
securities of any one issuer (except cash items and "government
securities" as defined under the 1940 Act, as amended), if
immediately after and as a result of such purchase, the value
of the holdings of a Fund in the securities of such issuer
exceeds 5% of the value of such Fund's total assets. With
respect to the other 50% of the value of its total assets, of
Janus Adviser Aggressive Growth Fund, Janus Adviser Capital
Appreciation Fund, Janus Adviser Strategic Value Fund and Janus
Adviser Global Value Fund may invest in the securities of as
few as two issuers.
- JANUS ADVISER MONEY MARKET FUND: With respect to 75% of its
assets, the Fund may not purchase a security other than a U.S.
Government Security, if, as a result, more than 5% of the
Fund's total assets would be invested in the securities of a
single issuer or the Fund would own more than 10% of the
outstanding voting securities of any single issuer. (As noted
in the Prospectus, the Fund is also currently subject to the
greater diversification standards of Rule 2a-7, which are not
fundamental.)
COMMODITIES
- NON-MONEY MARKET FUNDS: Purchase or sell physical commodities
other than foreign currencies unless acquired as a result of
ownership of securities (but this limitation shall not prevent
the Funds from purchasing or selling options, futures, swaps
and forward contracts or from investing in securities or other
instruments backed by physical commodities).
54
EXHIBIT D
CURRENT INVESTMENT RESTRICTIONS
--------------------------------------------------------------------------------
DIVERSIFICATION
- NON-MONEY MARKET PORTFOLIOS: Own more than 10% of the
outstanding voting securities of any one issuer and, as to
fifty percent (50%) of the value of the total assets of
Aggressive Growth Portfolio, Capital Appreciation Portfolio,
Strategic Value Portfolio, Global Life Sciences Portfolio,
Global Technology Portfolio and Global Value Portfolio and as
to seventy-five percent (75%) of the value of the total assets
of the other Portfolios, purchase the securities of any one
issuer (except cash items and "government securities" as
defined under the 1940 Act, as amended), if immediately after
and as a result of such purchase, the value of the holdings of
a Portfolio in the securities of such issuer exceeds 5% of the
value of such Portfolio's total assets. With respect to the
other 50% of the value of its total assets, the Aggressive
Growth Portfolio, Capital Appreciation Portfolio, Strategic
Value Portfolio, Global Life Sciences Portfolio, Global
Technology Portfolio and Global Value Portfolio Portfolios may
invest in the securities of as few as two issuers.
- MONEY MARKET PORTFOLIO: With respect to 75% of its assets, the
Portfolio may not purchase a security other than a U.S.
Government Security, if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer
or the Portfolio would own more than 10% of the outstanding
voting securities of any single issuer. (As noted in the
Prospectus, the Portfolio is also currently subject to the
greater diversification standards of Rule 2a-7, which are not
fundamental.)
COMMODITIES
- NON-MONEY MARKET PORTFOLIOS: Purchase or sell physical
commodities other than foreign currencies unless acquired as a
result of ownership of securities (but this limitation shall
not prevent the Portfolios from purchasing or selling options,
futures, swaps and forward contracts or from investing in
securities or other instruments backed by physical
commodities).
55
- MONEY MARKET PORTFOLIO: No current commodities restriction.
LENDING
- ALL PORTFOLIOS: Lend any security or make any other loan if, as
a result, more than 25% of the Portfolio's total assets would
be lent to other parties (but this limitation does not apply to
purchases of commercial paper, debt securities or repurchase
agreements).
BORROWING
- NON-MONEY MARKET PORTFOLIOS: The Portfolios may borrow money
for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 25% of the value of
their respective total assets (including the amount borrowed)
less liabilities (other than borrowings). If borrowings exceed
25% of the value of a Portfolio's total assets by reason of a
decline in net assets, the Portfolio will reduce its borrowings
within three business days to the extent necessary to comply
with the 25% limitation. This policy shall not prohibit reverse
repurchase agreements, short sales transactions, deposits of
assets to margin or guarantee positions in futures, options,
swaps or forward contracts, or the segregation of assets in
connection with such contracts.
- MONEY MARKET PORTFOLIO: The Portfolio may borrow money for
temporary or emergency purposes (not for leveraging) in an
amount not exceeding 25% of the value of its total assets
(including the amount borrowed) less liabilities (other than
borrowings). If borrowings exceed 25% of the value of a
Portfolio's total assets by reason of a decline in net assets,
it will reduce its borrowings within three business days to the
extent necessary to comply with the 25% limitation. Reverse
repurchase agreements or the segregation of assets in
connection with such agreements shall not be considered
borrowing for the purposes of this limit.
56
[JANUS LOGO]
100 Fillmore Street
Denver, Colorado 80206-4928
www.janus.com
[JANUS LOGO]
100 Fillmore Street
Denver, Colorado 80206-4928
FORM OF
JANUS ASPEN SERIES
[DIVERSIFIED/MM] PORTFOLIO
THIS PROXY IS BEING SOLICITED BY THE
TRUSTEES OF JANUS ASPEN SERIES
This Proxy shall be voted on the Proposals described in the accompanying Proxy
Statement as specified below. The undersigned hereby appoints Thomas A. Early,
Kelley A. Howes and Loren M. Starr, or any of them, as attorneys, with full
power of substitution, to vote the shares of the above-referenced Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held at 3773 Cherry Creek Drive North, Denver, Colorado on January 31, 2002 at
[TIME] Mountain Time, and at any adjournments of such meeting. As to any other
matter that comes before the meeting, the persons appointed above may vote in
accordance with their best judgment. The undersigned hereby acknowledges receipt
of the accompanying Proxy Statement and Notice of Special Meeting.
To vote by Telephone
1) Read the Proxy Statement and have this proxy card at hand.
2) Call ________________.
3) Enter the control number on this proxy card and follow the simple
instructions.
To vote by Internet
1) Read the Proxy Statement and have this proxy card at hand.
2) Go to www.proxyvote.com.
3) Enter the control number on this proxy card and follow the simple
instructions.
To vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on this proxy card.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR
YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
[DIVERSIFIED/MM] PORTFOLIO
THE TRUSTEES RECOMMEND VOTING "FOR" EACH PROPOSAL LISTED BELOW.
1. TO ELECT A BOARD OF TRUSTEES OF THE TRUST.
For Withhold For All To withhold authority to vote, mark
All All Except "For All Except" and write the
nominee's number on the line
below.
01) Thomas H. Bailey
02) Dennis B. Mullen
03) James T. Rothe [ ] [ ] [ ] ___________________________________
04) William D. Stewart
05) Martin H. Waldinger
FOR AGAINST ABSTAIN
2. TO CONSIDER AND APPROVE A NEW INVESTMENT [ ] [ ] [ ]
ADVISORY AGREEMENT BETWEEN THE TRUST, ON
BEHALF OF THE PORTFOLIO, AND JANUS
CAPITAL CORPORATION.
3. (a) Approve revisions to the fundamental [ ] [ ] [ ]
restriction concerning the
diversification of the Fund's
investments.
(b) Approve revisions to the fundamental [ ] [ ] [ ]
restriction concerning the Fund's
investments in commodities.
(c) Approve revisions to the fundamental [ ] [ ] [ ]
restriction concerning securities
underwriting.
(d) Approve revisions to the restriction [ ] [ ] [ ]
concerning borrowing money and
issuing senior securities.
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
If you sign, date and return this Proxy but do not fill in a box above, we will
vote your shares "FOR" that Proposal.
Note: Please sign exactly as your name appears on the Proxy. If you are signing
this Proxy in a fiduciary capacity, for example as a trustee, please state that
capacity along with your signature.
________________________________________ _________________________________
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
[JANUS LOGO]
100 Fillmore Street
Denver, Colorado 80206-4928
FORM OF
JANUS ASPEN SERIES
[NONDIVERSIFIED] PORTFOLIO
THIS PROXY IS BEING SOLICITED BY THE
TRUSTEES OF JANUS ASPEN SERIES
This Proxy shall be voted on the Proposals described in the accompanying Proxy
Statement as specified below. The undersigned hereby appoints Thomas A. Early,
Kelley A. Howes and Loren M. Starr, or any of them, as attorneys, with full
power of substitution, to vote the shares of the above-referenced Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held at 3773 Cherry Creek Drive North, Denver, Colorado on January 31, 2002 at
[TIME] Mountain Time, and at any adjournments of such meeting. As to any other
matter that comes before the meeting, the persons appointed above may vote in
accordance with their best judgment. The undersigned hereby acknowledges receipt
of the accompanying Proxy Statement and Notice of Special Meeting.
To vote by Telephone
1) Read the Proxy Statement and have this proxy card at hand.
2) Call ________________.
3) Enter the control number on this proxy card and follow the simple
instructions.
To vote by Internet
1) Read the Proxy Statement and have this proxy card at hand.
2) Go to www.proxyvote.com.
3) Enter the control number on this proxy card and follow the simple
instructions.
To vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on this proxy card.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR
YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
[NONDIVERSIFIED] PORTFOLIO
THE TRUSTEES RECOMMEND VOTING "FOR" EACH PROPOSAL LISTED BELOW.
1. TO ELECT A BOARD OF TRUSTEES OF THE TRUST.
For Withhold For All To withhold authority to vote, mark
All All Except "For All Except" and write the
nominee's number on the line
below.
01) Thomas H. Bailey
02) Dennis B. Mullen
03) James T. Rothe [ ] [ ] [ ] ___________________________________
04) William D. Stewart
05) Martin H. Waldinger
FOR AGAINST ABSTAIN
2. TO CONSIDER AND APPROVE A NEW INVESTMENT [ ] [ ] [ ]
ADVISORY AGREEMENT BETWEEN THE TRUST, ON
BEHALF OF THE PORTFOLIO, AND JANUS
CAPITAL CORPORATION.
3. (a) Approve rescission of the [ ] [ ] [ ]
fundamental restriction concerning
the diversification of the Fund's
investments.
(b) Approve revisions to the fundamental [ ] [ ] [ ]
restriction concerning the Fund's
investments in commodities.
(c) Approve revisions to the fundamental [ ] [ ] [ ]
restriction concerning securities
underwriting.
(d) Approve revisions to the restriction [ ] [ ] [ ]
concerning borrowing money and
issuing senior securities.
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
If you sign, date and return this Proxy but do not fill in a box above, we will
vote your shares "FOR" that Proposal.
Note: Please sign exactly as your name appears on the Proxy. If you are signing
this Proxy in a fiduciary capacity, for example as a trustee, please state that
capacity along with your signature.
________________________________________ _________________________________
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date