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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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(Exact Name of Registrant as Specified in Charter)
151 Detroit Street, Denver, Colorado 80206-4805
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(Address of Principal Executive Offices)
303-333-3863
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(Registrant's Telephone No., including Area Code)
Stephanie Grauerholz-Lofton -- 151 Detroit Street, Denver, Colorado 80206-4805
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(Name and Address of Agent for Service)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
- --------------------------------------------------------------------------------
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1913 (04-05)
FOR SHAREHOLDERS OF
JANUS ASPEN MID CAP VALUE PORTFOLIO
(JANUS LOGO)
, 2008
Dear Shareholder:
The Board of Trustees for your Portfolio is requesting that you vote on a
proposal to approve a new subadvisory agreement between your Portfolio's
investment adviser, Janus Capital Management LLC ("Janus Capital"), and your
Portfolio's current subadviser, Perkins, Wolf, McDonnell and Company, LLC
("PWM"). The proposed new subadvisory agreement will be substantially similar to
the current subadvisory agreement in place for your Portfolio. The proposal
arises because Janus Capital, which currently owns a 30% interest in PWM, has
entered into an agreement to acquire an additional 50% interest in PWM. Under
applicable law, that transaction could result in a change in control of PWM that
would cause an automatic termination of the current subadvisory agreement. We
are therefore seeking your approval of a new agreement so that PWM can continue
to serve as your Portfolio's subadviser.
The Board of Trustees for your Portfolio is also requesting that you vote
on a proposal to approve an amended and restated investment advisory agreement
between your Portfolio and its investment adviser, Janus Capital. The proposed
amended and restated investment advisory agreement will make Janus Capital,
rather than your Portfolio, responsible for paying PWM for its services as
subadviser, which would be in line with industry standard regarding payment of
subadvisory fees and will also allow Janus Capital to move to a more cohesive
operating platform with respect to the payment structure for its subadvised
funds. This proposed change does not change the management fee rate for your
Portfolio. All other terms of the amended and restated investment advisory
agreement will be substantially similar to the current investment advisory
agreement in place for your Portfolio.
These proposals will be presented to shareholders at a Special Meeting of
Shareholders to be held [ , 2008]. For additional details about the
proposals, please read the Questions and Answers section at the beginning of the
enclosed Proxy Statement, as well as the entire Proxy Statement.
THE INDEPENDENT TRUSTEES OF THE PORTFOLIO BELIEVE THE PROPOSALS ARE IN THE
BEST INTEREST OF SHAREHOLDERS AND HAVE RECOMMENDED THAT SHAREHOLDERS VOTE "FOR"
THE PROPOSED NEW SUBADVISORY AGREEMENT AND THE PROPOSED AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT.
You can vote in one of four ways:
- BY MAIL with the enclosed proxy card;
- BY INTERNET through the website listed in the proxy voting instructions;
- BY TELEPHONE by calling [1- ] and following the recorded
instructions; or
- IN PERSON at the Special Meeting of Shareholders on [ , 2008].
Your vote is extremely important, so please read the enclosed Proxy
Statement carefully and submit your vote. If you have any questions about the
proposals, please call our proxy solicitor, [ ], at [1- ].
Thank you for your consideration of these important proposals. We value you
as a shareholder and look forward to our continued relationship.
Sincerely,
/s/ Robin C. Beery
Robin C. Beery
President and Chief Executive Officer of
Janus Aspen Series
JANUS ASPEN SERIES
JANUS ASPEN MID CAP VALUE PORTFOLIO
151 DETROIT STREET
DENVER, COLORADO 80206
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of Janus
Aspen Mid Cap Value Portfolio (the "Portfolio"), a series of Janus Aspen Series
(the "Trust"), has been called to be held at the JW Marriott Hotel, 150 Clayton
Lane, Denver, Colorado 80206, on [ ], 2008, at [10:00 a.m.] Mountain
Time (together with any adjournments or postponements thereof, the "Meeting").
At the Meeting, shareholders of the Portfolio will be asked to vote on the
proposals set forth below and to transact such other business, if any, as may
properly come before the Meeting.
Proposal 1: To approve a new subadvisory agreement between Janus Capital
Management LLC ("Janus Capital"), the Portfolio's investment
adviser, and Perkins, Wolf, McDonnell and Company, LLC, the
Portfolio's current subadviser.
Proposal 2: To approve an amended and restated investment advisory
agreement between the Trust, on behalf of the Portfolio, and
Janus Capital, to reallocate the obligation to compensate
any subadviser engaged by Janus Capital.
Shareholders of record of the Portfolio, as of the close of business on
[ , 2008], will receive notice of the Meeting and will be entitled to
vote at the Meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO COMPLETE,
SIGN, AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN IT IN THE ENCLOSED
ADDRESSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TO
TAKE ADVANTAGE OF THE INTERNET OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE
ENCLOSED PROXY CARD(S). IF YOU WISH TO ATTEND THE MEETING AND VOTE YOUR SHARES
IN PERSON AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.
By order of the Board of Trustees,
/s/ Robin C. Beery
Robin C. Beery
President and Chief Executive Officer of
Janus Aspen Series
, 2008
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and may avoid any delay involved in validating your vote if you fail to sign
your proxy card properly.
1. INDIVIDUAL ACCOUNT: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNT: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form of
registration. For example:
<Table>
<Caption>
REGISTRATION VALID SIGNATURE
------------ ---------------
Corporate Account
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, John Doe
Treasurer
(4) ABC Corp. Profit Sharing John Doe, Trustee
Plan
Trust Account
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d Jane B. Doe
12/28/78
Custodial or Estate Account
(1) John B. Smith, Cust. f/b/o John B. Smith
John B. Smith, Jr. UGMA
(2) Estate of John B. Smith John B. Smith, Jr., Executor
</Table>
, 2008
JANUS ASPEN SERIES
JANUS ASPEN MID CAP VALUE PORTFOLIO
151 DETROIT STREET
DENVER, COLORADO 80206
SPECIAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
This is a Proxy Statement for Janus Aspen Mid Cap Value Portfolio (the
"Portfolio"), a series of Janus Aspen Series (the "Trust"). Proxies for a
Special Meeting of Shareholders of the Portfolio are being solicited by the
Board of Trustees of the Trust (the "Board," the "Board of Trustees" or the
"Trustees") to approve the following proposals that have already been approved
by the Board:
Proposal 1: To approve a new subadvisory agreement between Janus Capital
Management LLC ("Janus Capital"), the Portfolio's investment
adviser, and Perkins, Wolf, McDonnell and Company, LLC , the
Portfolio's current subadviser.
Proposal 2: To approve an amended and restated investment advisory
agreement between the Trust, on behalf of the Portfolio, and
Janus Capital, to reallocate the obligation to compensate
any subadviser engaged by Janus Capital.
The Special Meeting of Shareholders will be held at the JW Marriott Hotel,
150 Clayton Lane, Denver, Colorado 80206, on [ ], 2008 at [10:00 a.m.]
Mountain Time, or at such later time as may be necessary due to adjournments or
postponements thereof (the "Meeting"). Any shareholder of record who owned
shares of the Portfolio as of the close of business on [ ], 2008 (the
"Record Date"), will receive notice of the Meeting and will be entitled to vote
at the Meeting.
At the Meeting, you will be asked to vote on the proposals. You should read
the entire Proxy Statement before voting. If you have any questions, please call
our proxy solicitor, [ ], at [1- ]. The Proxy Statement,
Notice of Special Meeting, and the proxy card(s) are first being mailed to
shareholders and contract owners on or about [ , 2008].
The Portfolio is available in connection with investment in and payments
under variable life insurance contracts and variable annuity contracts offered
by the separate accounts, or subaccounts thereof, of certain life insurance
companies ("Participating Insurance Companies"). The Portfolio may also be
available to certain qualified retirement plans. Individual contract owners are
not the "shareholders" of the Portfolio. Rather, the Participating Insurance
Companies and their separate accounts are the shareholders. Each Participating
Insurance Company may
1
offer to contract owners the opportunity to instruct it how to vote shares on
the proposals presented at the Meeting.
THE PORTFOLIO PROVIDES ANNUAL AND SEMIANNUAL REPORTS TO ITS SHAREHOLDERS
THAT HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW
OF PORTFOLIO CHANGES. ADDITIONAL COPIES OF THE PORTFOLIO'S MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY
CALLING A JANUS REPRESENTATIVE AT 1-877-335-2687, VIA THE INTERNET AT
WWW.JANUS.COM/INFO, OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE
TRUST AT 151 DETROIT STREET, DENVER, COLORADO 80206.
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QUESTIONS AND ANSWERS
The following Questions and Answers are intended to provide an overview of
the information provided in this Proxy Statement and to summarize the proposals
to be considered at the Meeting, or at any adjournment thereof.
WHAT IS BEING PROPOSED?
You are being asked to approve a new subadvisory agreement between Janus
Capital Management LLC ("Janus Capital"), your Portfolio's investment adviser,
and Perkins, Wolf, McDonnell and Company, LLC ("PWM"), your Portfolio's
subadviser (the "New Subadvisory Agreement"). A form of the proposed New
Subadvisory Agreement is attached as Exhibit A to this Proxy Statement.
You are also being asked to approve an amended and restated investment
advisory agreement between your Portfolio and Janus Capital, which has been
amended to provide that Janus Capital would be responsible for compensating PWM
for its services, rather than PWM being compensated directly by your Portfolio
(the "Amended Advisory Agreement"). A form of the proposed Amended Advisory
Agreement is attached as Exhibit B to this Proxy Statement.
If approved, the Amended Advisory Agreement and the New Subadvisory
Agreement will take effect upon consummation of the transaction discussed below,
which is anticipated to occur in the third quarter of 2008.
WHAT IS HAPPENING BETWEEN JANUS AND PWM?
In 2003, Janus Capital Group Inc. ("JCGI" and, collectively with Janus
Capital, "Janus") acquired 30% of the outstanding ownership interests of PWM,
and also obtained the right to purchase certain additional blocks of the
outstanding ownership interests of PWM. The 70% of PWM that is not currently
owned by Janus is beneficially owned by several affiliates of PWM, including
certain employees of PWM and members of their respective families (the
"Sellers").
On [ ], 2008, Janus and the Sellers entered into a Unit Purchase
Agreement (the "Purchase Agreement"), according to which Janus will acquire an
additional 50% of PWM (the "Pending Acquisition"), pending shareholder approval
of various proposals. In connection with the consummation of the Pending
Acquisition, PWM will change its name to "Perkins Investment Management LLC."
Under the Purchase Agreement, certain current owners of PWM have retained a 20%
beneficial interest in PWM. Janus, however, has the right to acquire all or a
portion of that retained interest under certain circumstances.
Janus expects PWM to serve as its domestic value equity investment platform
(the "Value Platform"). Management of the Value Platform will be ultimately
determined by a Board of Directors of PWM, which will be controlled by Janus.
This Board of Directors is separate and distinct from the Board of Trustees of
the Portfolio.
3
HOW WILL THE TRANSACTION BETWEEN JANUS AND PWM AFFECT MY PORTFOLIO?
Consummation of the Pending Acquisition is not expected to have any
material impact on the principal investment policies, strategies, or risks of
the Portfolio. Your current subadviser, including your current Portfolio
Managers, will still be responsible for the day-to-day management of your
Portfolio immediately following the transaction. In addition, the management fee
rate paid by your Portfolio will not change as a result of the Pending
Acquisition.
After the closing of the Pending Acquisition, the Portfolio intends to
change its name to "Janus Aspen Perkins Mid Cap Value Portfolio."
WHY AM I BEING ASKED TO APPROVE A NEW SUBADVISORY AGREEMENT?
Under the Investment Company Act of 1940, as amended (the "1940 Act"), the
structure of the Pending Acquisition could be deemed an "assignment" of the
current subadvisory agreement between Janus Capital and PWM, which automatically
terminates the current subadvisory agreement and requires approval of a new
subadvisory agreement if PWM is to continue to serve as subadviser. The proposed
New Subadvisory Agreement is substantially similar to the current subadvisory
agreement. The Board of Trustees has approved the New Subadvisory Agreement and
authorized submission of the agreement to shareholders for approval.
WHY AM I BEING ASKED TO APPROVE AN AMENDED AND RESTATED ADVISORY AGREEMENT?
The Amended Advisory Agreement for your Portfolio will reallocate, from
your Portfolio to Janus Capital, the obligation to compensate any subadviser
engaged by Janus Capital for its services as subadviser. Under the current and
proposed subadvisory relationship, PWM would continue to act as subadviser. The
proposed amendment to the current advisory agreement requires your approval of
an Amended Advisory Agreement.
WHAT IS THE RECOMMENDATION OF THE BOARD OF TRUSTEES?
The Board of Trustees recommends that you vote "FOR" the proposals.
WHO WILL PAY FOR THE PROXY SOLICITATION?
Janus Capital and PWM will jointly bear the costs associated with the
Meeting and the proxy solicitation. Neither you nor your Portfolio will bear any
of those costs.
WHAT WILL HAPPEN IF SHAREHOLDERS OF THE PORTFOLIO DO NOT APPROVE THE PROPOSALS?
If shareholders of the Portfolio do not approve the proposals, the current
investment advisory and subadvisory agreements will remain in effect with
respect to your Portfolio. The Board of Trustees will take such action as it
deems to be in the best interest of the Portfolio, including potentially
soliciting additional proxies.
4
WHO IS ELIGIBLE TO VOTE?
Shareholders of record who owned shares of the Portfolio at the close of
business on , 2008 (the "Record Date") will be entitled to be present
and vote at the Meeting. Those shareholders are entitled to one vote for each
whole dollar (and a proportionate fractional vote for each fractional dollar) of
net asset value owned on all matters presented at the Meeting.
HOW DO I VOTE MY SHARES?
You can vote in any one of four ways:
- BY MAIL, by sending the enclosed proxy card(s) (signed and dated) in the
enclosed envelope;
- BY INTERNET, by going to the website listed on your proxy card;
- BY TELEPHONE, using the toll-free number listed on your proxy card; or
- IN PERSON, by attending the Special Meeting of Shareholders on
[ , 2008] (or any adjournment or postponement thereof).
Whichever method you choose, please take the time to read the full text of
the Proxy Statement before you vote.
It is important that shareholders respond to ensure that there is a quorum
for the Meeting. If we do not receive your response within a few weeks, you may
be contacted by [ ], the proxy solicitor engaged by Janus Capital, who
will remind you to vote your shares and help you return your proxy. If we do not
receive sufficient votes to approve the New Subadvisory Agreement or the Amended
Advisory Agreement by the date of the Meeting, we may adjourn the Meeting to a
later date so that we can continue to seek additional votes.
IF I SEND MY VOTE IN NOW AS REQUESTED, CAN I CHANGE IT LATER?
Yes. You may revoke your proxy vote at any time before it is voted at the
Meeting by: (i) delivering a written revocation to the Secretary of the Trust at
151 Detroit Street, Denver, Colorado 80206; (ii) submitting a subsequently
executed proxy vote; or (iii) attending the Meeting and voting in person.
Even if you plan to attend the Meeting, we ask that you return your proxy.
This will help us ensure that an adequate number of shares are present at the
Meeting for consideration of the proposals.
WHAT IS THE REQUIRED VOTE TO APPROVE THE PROPOSALS?
Approval of each proposal will require the affirmative vote of a "majority
of the outstanding voting securities" of the Portfolio within the meaning of the
1940 Act. A "majority of the outstanding voting securities" means the lesser of
(i) 67% or more of the shares of the Portfolio present at the Meeting, if the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (ii) more
5
than 50% of the outstanding shares (a "1940 Act Majority"). One-third of the
outstanding shares entitled to vote shall constitute a quorum.
Additionally, implementation of the New Subadvisory Agreement and the
Amended Advisory Agreement is contingent upon approval of both Proposals within
this Proxy Statement, as well as approval of the same proposals by shareholders
of Janus Mid Cap Value Fund and Janus Adviser Mid Cap Value Fund, which are
series, respectively, of Janus Investment Fund ("JIF") and Janus Adviser Series
("JAD"), other registered investment companies advised by Janus Capital. Each of
those separate proposals is described in other proxy statements. In addition,
implementation of each Proposal is contingent upon the closing of the Pending
Acquisition and other conditions as described in the Purchase Agreement or
otherwise agreed to by Janus Capital and PWM.
WHO SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
Please call [ ], the proxy solicitor for the Portfolio, at
[1- ].
6
PROPOSAL 1
APPROVE A NEW SUBADVISORY AGREEMENT BETWEEN
JANUS CAPITAL AND PWM
INTRODUCTION
PWM currently serves as subadviser to the Portfolio pursuant to a
subadvisory agreement between PWM and Janus Capital, dated July 1, 2004
(together with any amendments thereto, the "Current Subadvisory Agreement" or
"Agreement").
In 2003, JCGI acquired 30% of the outstanding ownership interests of PWM,
and also obtained the right to purchase certain additional blocks of the
outstanding ownership interests of PWM. The 70% of PWM that is not currently
owned by Janus is beneficially owned by several affiliates of PWM, including
certain employees of PWM and members of their respective families.
On [ ], 2008, Janus and the Sellers entered into a Purchase
Agreement, pursuant to which Janus will acquire an additional 50% of PWM (as
previously defined, the "Pending Acquisition"), pending shareholder approval of
various proposals. In connection with the consummation of the Pending
Acquisition, PWM will change its name to "Perkins Investment Management LLC."
Under the Purchase Agreement, certain current owners of PWM have retained a 20%
beneficial interest in PWM. Janus, however, has the right to acquire all or a
portion of that retained interest under certain circumstances.
The 1940 Act requires that an agreement under which a registered investment
adviser serves as the subadviser to an investment company must provide for the
automatic termination of the agreement in the event of its "assignment" (as
defined in the 1940 Act). A sale of a "controlling block" of an investment
adviser's voting securities generally is deemed to result in an assignment of
the investment adviser's advisory agreements. Because the Pending Acquisition
may be deemed to be the sale of a "controlling block" of PWM's voting
securities, the consummation of that transaction could result in the assignment
and automatic termination of the Current Subadvisory Agreement. Accordingly, the
New Subadvisory Agreement between PWM and Janus Capital, on behalf of the
Portfolio, is being proposed for approval by shareholders of the Portfolio. A
form of the proposed New Subadvisory Agreement is attached to this Proxy
Statement as Exhibit A. The terms of the New Subadvisory Agreement are
substantially similar in all material respects to the terms of the Current
Subadvisory Agreement and are described in this Proxy Statement. The Board of
Trustees has authorized the submission of the New Subadvisory Agreement to
shareholders of the Portfolio for their approval.
INFORMATION CONCERNING THE SUBADVISER
PWM, to be renamed "Perkins Investment Management LLC" following the
consummation of the Pending Acquisition, is principally located at 311 S. Wacker
Drive, Suite 6000, Chicago, Illinois 60606. PWM is a subsidiary of Janus and is
7
registered as an investment adviser with the Securities and Exchange Commission
(the "SEC"). PWM and its predecessor have been in the investment management
business since 1984. PWM also serves as investment adviser or subadviser to
separately managed accounts and other registered investment companies. Janus
currently has a 30% ownership stake in PWM. As of March 31, 2008, PWM had
$[ ] in assets under management. It is expected that, immediately
following the Pending Acquisition, the same investment and senior management
personnel will remain responsible for the day-to-day operations of PWM.
Assuming the closing of the Pending Acquisition, PWM will be 80% owned by
Janus, located at 151 Detroit Street, Denver, Colorado 80206, and 20% owned by a
newly formed limited liability company called "[ ]," which in turn will
be owned by certain principal employees of PWM, among others.
PWM acts as investment adviser or subadviser to other investment companies
with investment objectives and strategies similar to those of the Portfolio.
Information on those similar investment companies is set forth in Exhibit C to
this Proxy Statement.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF THE SUBADVISER. Information
regarding the principal executive officers and directors of PWM is set forth
below. Unless otherwise noted, the principal address for each person listed
below, as it relates to his duties with PWM, is the same as that of PWM.
<Table>
<Caption>
NAME POSITION WITH PWM
- ---- -----------------
Robert Perkins................ President, Manager
Gregory Wolf.................. Chief Operating Officer
N. Theodore Hans.............. Chief Compliance Officer
Jeffrey Kautz................. Chief Investment Officer, Manager
Gary Black*................... Manager
</Table>
- ---------------
* Principal address is 151 Detroit Street, Denver, Colorado 80206.
Following the consummation of the Pending Acquisition, the composition of
the seven-person Board of Directors of PWM will consist of three representatives
from PWM and four representatives from Janus Capital.
COMPARISON OF THE CURRENT AND NEW SUBADVISORY AGREEMENTS
The Current Subadvisory Agreement and the New Subadvisory Agreement are
substantially similar, except for the proposed reallocation to Janus Capital of
the obligation to compensate PWM, or any subadviser engaged by Janus Capital.
Differences also include dates of execution and termination provisions, and the
New Subadvisory Agreement reflects the new name of PWM as "Perkins Investment
Management LLC." A description of the Current and New Subadvisory Agreements
follows.
8
Subadvisory Services. Under the terms of the Current Subadvisory
Agreement, PWM: (i) manages the investment operations of the Portfolio; (ii)
keeps Janus Capital fully informed as to the valuation of assets of the
Portfolio, its condition, investment decisions and considerations; (iii)
maintains all books and records required under federal securities law relating
to day-to-day portfolio management of the Portfolio; (iv) performs certain
limited related administrative functions; and (v) provides the Trustees and
Janus Capital with economic, operational, and investment data and reports.
Additionally, PWM determines what securities and other assets of the Portfolio
will be acquired, held, disposed of or loaned, in conformity with the investment
objectives, policies, and restrictions established by the Trustees and set forth
in the Trust's registration statement.
The terms of the New Subadvisory Agreement relating to the provision of
such advisory services are the same as those of the Current Subadvisory
Agreement.
Compensation. In return for the services provided, PWM is entitled to
receive a subadvisory fee, paid by the Portfolio, that is accrued daily and
payable monthly at an annual rate equal to 50% of the investment advisory fee
otherwise payable by the Portfolio to Janus Capital (calculated after any
applicable performance fee adjustments, fee waivers, and expense
reimbursements). Under the Current Subadvisory Agreement, the Portfolio pays the
subadvisory fee directly to PWM. Under the New Subadvisory Agreement, Janus
Capital, and not the Portfolio, pays PWM its subadvisory fee.
The compensation payable by the Portfolio to Janus Capital is described
below under Proposal 2.
During the most recent fiscal year ended December 31, 2007, the Portfolio
paid subadvisory fees of $243,220 to PWM. If the New Subadvisory Agreement had
been in effect, PWM would have received the same amount of fees except those
fees would have been paid by the Portfolio to Janus Capital and Janus Capital in
turn would have paid PWM.
Liability. The Current Subadvisory Agreement provides that PWM, and any
affiliate of PWM performing services for the Portfolio contemplated thereunder
(including any managers, members, owners, directors, and officers of PWM and
such affiliates), 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 Portfolio, except for willful misfeasance, bad faith
or gross negligence in the performance of their respective duties, or by reason
of reckless disregard of their respective obligations and duties under the
Agreement, and except to the extent otherwise provided by law.
The provisions of the New Subadvisory Agreement with respect to liability
are the same as those of the Current Subadvisory Agreement.
Termination of the Agreement. The Current Subadvisory Agreement terminates
automatically in the event of its assignment or upon the termination of the
9
investment advisory agreement with Janus Capital. The Current Subadvisory
Agreement may be terminated, without penalty, either by the vote of a 1940 Act
Majority of the Portfolio's outstanding voting securities or by the Board, upon
60 days' written notice to PWM. The Current Subadvisory Agreement may also be
terminated, without penalty, by Janus Capital or the Trust: (i) by giving 60
days' written notice of termination to PWM; (ii) if PWM materially breaches any
of the representations and warranties set forth in the Agreement and such breach
is not cured within 20 days' of notice thereof; or (iii) if PWM becomes unable
to discharge its duties and obligations under the Agreement. Additionally, the
Agreement may be terminated by PWM (i) upon a material breach by Janus Capital
of any of the obligations set forth in the Agreement, if such breach is not
cured within 20 days after notice thereof, or (ii) upon three years' written
notice.
The New Subadvisory Agreement also terminates automatically in the event of
its assignment or upon termination of the Portfolio's investment advisory
agreement. The New Subadvisory Agreement may be terminated at any time, without
penalty, either by the shareholders of the Portfolio acting by vote of at least
a majority of its outstanding voting securities, or by the Trustees, provided in
either case that 90 days' advance written notice of termination be given to PWM
at its principal place of business. The New Subadvisory Agreement may also be
terminated (i) by Janus Capital or by PWM at any time, without penalty, by
giving 90 days' advance written notice of termination to the other party, or
(ii) by Janus Capital or the Trust, without advance notice, if PWM becomes
unable to discharge its duties and obligations under the New Subadvisory
Agreement.
Additional Information. Each Trustee is an "Independent Trustee," meaning
that he or she is not an "interested person" (as defined by the 1940 Act) of the
Trust. The Current Subadvisory Agreement, dated July 1, 2004, as amended June
14, 2006, was last submitted to shareholders for approval on March 7, 2003 in
connection with the reorganization of the Portfolio from another fund complex
into the Janus fund complex. At a meeting of the Trustees held on December 14,
2007, the Trustees approved the continuation of the Current Subadvisory
Agreement. The Portfolio's Current Subadvisory Agreement continues in effect
until February 1, 2009, and thereafter from year to year as long as such
continuance is approved at least annually by a majority of the Independent
Trustees, and by either a majority of the outstanding voting securities of the
Portfolio or the Board of Trustees. In conjunction with their approval of the
continuance of the Current Subadvisory Agreement, the Board noted that at a
meeting held on November 6, 2007, they had previously approved the New
Subadvisory Agreement and that such new agreement would not take effect unless
approved by shareholders. A discussion of the Board's considerations and
recommendations concerning the New Subadvisory Agreement at the November 6, 2007
board meeting follows below.
The New Subadvisory Agreement is contingent upon, and will become effective
upon consummation of, the closing of the Pending Acquisition, subject to certain
other conditions. The Current Subadvisory Agreement will be in effect until
10
it terminates in accordance with its terms, including or until the consummation
of the transaction between PWM and Janus. If approved, the New Subadvisory
Agreement will be in effect for an initial term ending on February 1, 2009, and
may continue in effect thereafter from year to year if such continuance is
specifically approved at least annually by either the Board of Trustees or the
affirmative vote of a 1940 Act Majority of the outstanding voting securities of
the Portfolio and, in either event, by the vote of a majority of the Independent
Trustees, cast in person at a meeting called for such purpose.
BOARD APPROVAL AND RECOMMENDATION
The Trustees of Janus Aspen Series, all of whom are Independent Trustees
and none of whom has ever been affiliated with Janus Capital or PWM, considered
the New Subadvisory Agreement for the Portfolio. In the course of their
consideration of the New Subadvisory Agreement, the Independent Trustees met in
executive session and were advised by their independent legal counsel. The
Independent Trustees received and reviewed a substantial amount of information
provided by Janus Capital and PWM in response to requests of the Independent
Trustees and their counsel. They also considered information provided by their
independent fee consultant. Based on their evaluation of that information and
other factors, on November 6, 2007, the Independent Trustees approved the New
Subadvisory Agreement, subject to shareholder approval.
In considering whether to approve the New Subadvisory Agreement, the Board
of Trustees noted that, except for the proposed reallocation to Janus Capital of
the obligation to pay compensation to the subadviser, the New Subadvisory
Agreement is substantially similar to the Current Subadvisory Agreement, which
was most recently approved by them at a meeting held on December 20, 2006. The
Board also met with representatives of PWM and considered the information
provided by Janus Capital in preparation for the Trustees' consideration of
advisory contracts at their meetings held in December 2007. The Board took into
account the investment performance of PWM as subadviser to the Portfolio and
concluded that such performance was acceptable. The Board considered information
regarding the Pending Acquisition, including the allocation of control between
Janus and the other beneficial owners of PWM, and the potential impact of the
Pending Acquisition on the finances and operation of PWM. The Board noted that
Janus had maintained a substantial ownership interest in PWM since 2003. The
Board also noted Janus Capital's intention to build a Value Platform, to
maintain the Portfolio's current investment philosophy, and to retain key
investment personnel. Certain of these considerations are discussed in more
detail below.
NATURE, EXTENT AND QUALITY OF SERVICES
The Trustees' analysis of the nature, extent, and quality of PWM's services
to the Portfolio took into account the investment objective and strategies of
the Portfolio and the knowledge the Trustees gained from their regular meetings
with
11
PWM throughout prior years with respect to the Portfolio. In addition, the
Trustees reviewed PWM's resources and key personnel, especially those who would
be providing investment management services to the Portfolio. The Trustees also
considered other services to be provided to the Portfolio by PWM. Janus Capital
advised the Board of Trustees that it expects that there will be no diminution
in the scope and quality of advisory services provided to the Portfolio as a
result of the Pending Acquisition or New Subadvisory Agreement.
The Trustees concluded that the subadvisory relationship and arrangement
was not expected to adversely affect the nature, extent or quality of services
provided to the Portfolio, and that the Portfolio would continue to benefit from
services provided under the New Subadvisory Agreement. They also concluded that
the quality of PWM's services to the Portfolio has been adequate. In reaching
their conclusions, the Trustees considered: (i) information provided by Janus
Capital and PWM in connection with the Trustees' consideration of the New
Subadvisory Agreement; (ii) the key factors identified in materials previously
provided to the Trustees by their independent counsel; (iii) that the New
Subadvisory Agreement will not cause any change in the portfolio managers who
handle the day-to-day management responsibilities for the Portfolio; and (iv)
that there will be no change in the overall investment strategies of the
Portfolio. They also concluded that PWM's financial condition was sound.
COSTS OF SERVICES PROVIDED
The Trustees considered the subadvisory fee rate and fee structure under
the New Subadvisory Agreement, as well as the overall fee structure of the
Portfolio. The Trustees examined the fee information and expenses for the
Portfolio in comparison to information for other comparable funds, as provided
by Lipper, Inc. ("Lipper"), an independent provider of investment company data.
In reviewing the data, the Trustees noted that, under the terms of the proposed
Amended Advisory Agreement, the Portfolio's expense structure would now include
payment to only Janus Capital for investment management services, as opposed to
payment to both Janus Capital and PWM.
The Trustees considered the methodology used by PWM in determining
compensation payable to its portfolio managers and the competition for
investment management talent. The Trustees also considered that there will be no
change to the overall fees paid by the Portfolio or services provided to the
Portfolio.
The Trustees concluded that the estimated overall expense ratio of each
class of shares of the Portfolio, taking into account any expense limitations,
was comparable to or more favorable than the median expense ratios of its peers,
and that the fees that the Portfolio will pay to Janus Capital (a portion of
which Janus Capital will pay to PWM) are reasonable in relation to the nature
and quality of the services to be provided, taking into account the fees charged
by other advisers and subadvisers for managing comparable mutual funds with
similar strategies.
12
INVESTMENT PERFORMANCE
The Trustees considered the performance results of the Portfolio over
various time periods. They reviewed information comparing the Portfolio's
performance with the performance of comparable funds and peer groups identified
by Lipper, and with the Portfolio's benchmark index. They concluded that the
performance of the Portfolio was acceptable under current market conditions.
Although the performance of the Portfolio may have lagged the benchmark index
for certain periods, the Trustees also concluded that Janus Capital and PWM had
taken appropriate steps to address those instances of underperformance.
BENEFITS DERIVED FROM THE RELATIONSHIP WITH PWM
The Trustees also considered benefits that would accrue to the Portfolio
from its relationship with PWM. The Trustees concluded that, other than the
services to be provided by PWM pursuant to the New Subadvisory Agreement and the
fee to be paid indirectly by the Portfolio for such services, the Portfolio,
Janus Capital, and PWM may potentially benefit from their relationship with one
another in other ways. They also concluded that success of their relationship
could attract other business to Janus Capital and PWM or to other Janus funds,
and that the success of Janus Capital and PWM could enhance each firm's ability
to serve the Portfolio.
After full consideration of the above factors, as well as other factors,
the Trustees concluded that approving the New Subadvisory Agreement was in the
best interest of the Portfolio and its shareholders. The Trustees voted to
approve the New Subadvisory Agreement and to recommend it to shareholders for
their approval.
REQUIRED VOTE
Approval of the New Subadvisory Agreement requires the affirmative vote of
a 1940 Act Majority of the Portfolio, all share classes voting together as a
single class. Approval of Proposal 1 is contingent upon the approval of both
Proposals within this Proxy Statement, as well as upon the approval of the same
proposals by shareholders of Janus Mid Cap Value Fund, a series of JIF, and
Janus Adviser Mid Cap Value Fund, a series of JAD. Implementation of the New
Subadvisory Agreement is also contingent upon the closing of the Pending
Acquisition in addition to other conditions as described in the Purchase
Agreement or otherwise agreed to by Janus Capital and PWM. If shareholders of
the Portfolio do not approve the Proposal, or if any other contingency is not
met, the Current Subadvisory Agreement will remain in effect and the Board of
Trustees will take such further action as it deems to be in the best interest of
the Portfolio and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE
"FOR" APPROVAL OF THE NEW SUBADVISORY AGREEMENT.
13
PROPOSAL 2
APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY
AGREEMENT BETWEEN YOUR PORTFOLIO AND JANUS CAPITAL
INTRODUCTION
Janus Capital currently serves as investment adviser to the Portfolio
pursuant to an investment advisory agreement between the Trust, on behalf of the
Portfolio, and Janus Capital, dated July 1, 2004 (together with any amendments
thereto, the "Current Advisory Agreement").
In conjunction with Janus Capital's Pending Acquisition of a greater
ownership interest in its affiliated investment adviser, PWM, Janus Capital
undertook a review of the structure of the advisory relationships currently in
place between Janus Capital, PWM and the Janus funds subadvised by PWM,
including the Portfolio. The proposed Amended Advisory Agreement would
reallocate the obligation to compensate PWM for its services as subadviser from
your Portfolio to Janus Capital. The proposed change is in line with subadvisory
payment structures in the industry and allows Janus Capital to move to a more
cohesive operating platform with respect to its subadvised funds, including the
Portfolio.
The 1940 Act requires a vote of shareholders on matters that might have a
material effect on shareholders and their investments. Because the proposed
reallocation of the obligation to compensate PWM may be deemed to be a material
change to the Current Advisory Agreement, you are being asked to approve an
Amended Advisory Agreement for your Portfolio. A form of the proposed Amended
Advisory Agreement is attached to this Proxy Statement as Exhibit B. Except for
the reallocation of the obligation to pay a subadviser, the proposed Amended
Advisory Agreement is substantially similar in all material respects to the
Current Advisory Agreement. The Board of Trustees has authorized the submission
of the Amended Advisory Agreement to the Portfolio's shareholders for approval.
INFORMATION CONCERNING THE ADVISER
Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to the Portfolio. Janus Capital is a direct subsidiary of
JCGI, a publicly traded company with principal operations in financial asset
management businesses that had $187.6 billion in assets under management as of
March 31, 2008. JCGI owns approximately 95% of Janus Capital, with the remaining
5% held by Janus Management Holdings Corporation. Certain employees of Janus
Capital and/or its affiliates serve as officers of the Trust. Certain officers
of the Trust are shareholders of JCGI.
Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of March 31, 2008, the Janus funds that Janus Capital
advises consisted of 74 portfolios offering a broad range of investment
objectives.
14
Janus Capital also serves as subadviser for a number of private-label mutual
funds and provides separate account advisory services for institutional
accounts.
Janus Capital acts as investment adviser or subadviser to other investment
companies with investment objectives and strategies similar to those of the
Portfolio. Information on those similar investment companies is set forth in
Exhibit C to this Proxy Statement.
Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Exhibit D to this Proxy Statement.
COMPARISON OF THE CURRENT AND AMENDED ADVISORY AGREEMENTS
Other than as described below, the terms of the Current Advisory Agreement
and the Amended Advisory Agreement are substantially similar. Differences also
include the dates of execution and renewal. The same advisory services will be
provided under the Amended Advisory Agreement as are provided under the Current
Advisory Agreement. A brief description of the Current and Amended Advisory
Agreements, noting any differences, follows.
Advisory Services. The terms of the advisory services are the same under
the Current Advisory Agreement and the Amended Advisory Agreement.
Janus Capital provides the Portfolio with continuing investment management
services. Janus Capital is responsible for the day-to-day management of the
Portfolio and for providing continuous investment advice regarding the purchase
and sale of securities held by the Portfolio, subject to (i) the Trust's Amended
and Restated Trust Instrument and Bylaws; (ii) the investment objectives,
policies and restrictions set forth in the Portfolio's registration statement;
(iii) the provisions of the 1940 Act and the Internal Revenue Code of 1986, as
amended; and (iv) such other policies and instructions as the Trustees may from
time to time determine. As permitted under the Current and Amended Advisory
Agreements, Janus Capital has delegated these responsibilities to PWM. Janus
Capital maintains a supervisory role with respect to such delegation.
Janus Capital provides office space for the Portfolio and pays the
salaries, fees, and expenses of all Portfolio officers (sharing certain expenses
and salaries for the Portfolio's Chief Compliance Officer and other
compliance-related personnel as authorized by the Trustees from time to time).
Janus Capital is also authorized to perform or delegate to others, such as PWM,
to perform certain administrative and other services and is responsible for the
other business affairs of the Portfolio. Janus Capital also provides certain
administrative services to the Portfolio as described under "Additional
Information About the Portfolio -- Other Portfolio Service Providers" in this
Proxy Statement.
The Portfolio pays all expenses incidental to its organization, operations
and business not specifically assumed by Janus Capital or PWM, including
custodian
15
and transfer agency fees and expenses, brokerage commissions and dealer spreads,
and other expenses in connection with the execution of portfolio transactions,
legal and accounting expenses, interest, taxes, a portion of trade association
or other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating sale of Portfolio shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Portfolio's distributor, and
Janus Services LLC ("Janus Services"), the Portfolio's transfer agent, each a
wholly-owned subsidiary of Janus Capital, and a description of any fees paid by
the Portfolio to Janus Distributors and Janus Services, is included under
"Additional Information About the Portfolio -- Other Portfolio Service
Providers" in this Proxy Statement.
Compensation. The investment advisory fee rate payable by the Portfolio to
Janus Capital is the same under the Current Advisory Agreement and the Amended
Advisory Agreement. In return for the services provided to the Portfolio under
the Current and Amended Advisory Agreements, the Portfolio pays a performance-
based investment advisory fee. This fee consists of two components: (1) a base
fee calculated by applying the contractual fixed rate of 0.64% to the
Portfolio's average daily net assets during the previous month ("Base Fee"),
plus or minus (2) a performance-fee adjustment ("Performance Adjustment")
calculated by applying a variable rate of up to 0.15% (positive or negative) to
the Portfolio's average daily net assets during the applicable performance
measurement period. The performance measurement period generally is the previous
36 months, although when the Portfolio's performance-based fee structure has
been in effect for at least 12 months, but less than 36 months, the performance
measurement period equals the time that has elapsed since the performance-based
fee structure took effect. The Portfolio's performance fee structure was
effective in February 2006, with the first Performance Adjustment implemented in
February 2007. Therefore, the performance measurement period began February 2006
and will add a month to each period until February 2009, at which time the
performance measurement period will continue on a rolling 36-month basis.
The Performance Adjustment may result in an increase or decrease in the
investment advisory fee paid by the Portfolio, depending on the investment
performance of the Portfolio relative to its benchmark index, the Russell
Midcap(R) Value Index, over the performance measurement period. No Performance
Adjustment is applied unless the difference between the Portfolio's investment
performance and the cumulative investment record of the Russell Midcap(R) Value
Index is 0.50% or greater (positive or negative) during the applicable
performance measurement period. For purposes of computing the Base Fee and the
Performance Adjustment, net assets will be averaged over different periods
(average daily net assets during the previous month for the Base Fee, versus
average daily net assets during the performance measurement period for the
Performance Adjustment). Performance of the Portfolio is calculated net of
expenses, whereas the Russell Midcap(R) Value Index does not have any fees or
expenses. Reinvestment of dividends and distribu-
16
tions are included in calculating the performance of both the Portfolio and the
Russell Midcap(R) Value Index. The Base Fee is calculated and accrued daily. The
Performance Adjustment is calculated monthly in arrears and is accrued evenly
each day throughout the month. The investment advisory fee is paid monthly in
arrears.
The investment performance of the Portfolio's Service Shares for the
performance measurement period is used to calculate the Performance Adjustment.
After Janus Capital determines whether the Portfolio's performance was above or
below its benchmark index by comparing the investment performance of the
Portfolio's Service Shares against the cumulative investment record of the
Russell Midcap(R) Value Index, Janus Capital applies the same Performance
Adjustment (positive or negative) across each other class of shares of the
Portfolio. It is not possible to predict the effect of the Performance
Adjustment on future overall compensation to Janus Capital since it will depend
on the performance of the Portfolio relative to the record of the Portfolio's
benchmark index and future changes to the size of the Portfolio.
Although the performance fee structure described above is the same under
both the Current Advisory Agreement and the Amended Advisory Agreement, the
party obligated to pay any subadviser differs. Under the Current Advisory
Agreement, the Portfolio is obligated to pay 50% of the investment advisory fee
to Janus Capital and 50% to any subadviser. Under the Amended Advisory
Agreement, the Portfolio pays the entire investment advisory fee to Janus
Capital and Janus Capital in turn pays 50% of that fee to any subadviser.
Janus Capital has agreed by contract to waive the advisory fee payable by
the Portfolio in an amount equal to the amount, if any, by which the Portfolio's
normal operating expenses in any fiscal year exceed 1.24%, including the
investment advisory fee, but excluding any class-specific distribution and
shareholder servicing fees, as well as administrative services fees applicable
to Service Shares, and items not normally considered operating expenses, such as
brokerage commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses. Because a fee
waiver will have a positive effect upon the Portfolio's performance, a fee
waiver that is in place during the period when the Performance Adjustment
applies may affect the Performance Adjustment in a way that is favorable to
Janus Capital. It is possible that the cumulative dollar amount of additional
compensation ultimately payable to Janus Capital may, under some circumstances,
exceed the cumulative dollar amount of management fees waived by Janus Capital.
Unless terminated, revised, or extended, the Portfolio's expense limit will be
in effect until May 1, 2009.
During the most recent fiscal year ended December 31, 2007, the Portfolio
paid advisory fees to Janus Capital of $243,220 and subadvisory fees to PWM of
$243,220. If the Amended Advisory Agreement had been in effect, Janus Capital
would have received $486,439, of which Janus Capital would have paid PWM
$243,220, the same amount PWM received under the Current Advisory Agreement.
17
Liability. The Portfolio's Current Advisory Agreement and the Amended
Advisory Agreement each provide that Janus Capital 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 Portfolio,
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
under the agreement, and except to the extent otherwise provided by law.
Termination of the Agreement. The Portfolio's Current Advisory Agreement
and the Amended Advisory Agreement each continue in effect from year to year so
long as such continuance is specifically approved annually by a majority of the
Portfolio's Independent Trustees, and by either a 1940 Act Majority of the
outstanding voting securities of the Portfolio or the Board of Trustees, cast in
person at a meeting called for such purpose. The Current and Amended Advisory
Agreement each: (i) may be terminated, without penalty, by the Portfolio or
Janus Capital on 60 days' written notice; (ii) terminates automatically in the
event of its assignment; and (iii) generally, may not be amended without the
approval by vote of a majority of the Trustees, including a majority of the
Independent Trustees, and, to the extent required by the 1940 Act, the vote of a
1940 Act Majority of the outstanding voting securities of the Portfolio.
Additional Information. The Current Advisory Agreement, dated July 1,
2004, as amended February 1, 2006 and June 14, 2006, was last submitted to
shareholders on January 9, 2006 for approval of the current performance-based
investment advisory fee structure. At a meeting of the Trustees held on December
14, 2007, the Trustees approved the continuation of the Current Advisory
Agreement through February 1, 2009. In conjunction with their approval of the
continuance of the Current Advisory Agreement, the Board noted that at a meeting
held on November 6, 2007, they had previously approved the Amended Advisory
Agreement and that such new agreement would not take effect unless approved by
shareholders. A discussion of the Board's considerations and recommendations
concerning the Amended Advisory Agreement at the November 6, 2007 board meeting
follows below.
The implementation of the Amended Advisory Agreement is contingent upon,
and will become effective upon consummation of, the closing of the Pending
Acquisition, subject to certain other conditions. The Current Advisory Agreement
will be in effect until it terminates in accordance with its terms, including or
until the consummation of the transaction between PWM and Janus. If approved,
the Amended Advisory Agreement will be in effect for an initial term ending on
February 1, 2009, and may continue in effect thereafter from year to year if
such continuation is specifically approved at least annually by either the Board
of Trustees or the affirmative vote of a 1940 Act Majority of the outstanding
voting securities of the Portfolio and, in either event, by the vote of a
majority of the Independent Trustees, cast in person at a meeting called for
such purpose.
18
BOARD APPROVAL AND RECOMMENDATION
The Trustees considered the Amended Advisory Agreement for the Portfolio.
In the course of their consideration of the Amended Advisory Agreement, the
Independent Trustees met in executive session and were advised by their
independent legal counsel. The Independent Trustees received and reviewed a
substantial amount of information provided by Janus Capital in response to
requests of the Independent Trustees and their counsel. They also considered
information provided by their independent fee consultant. Based on their
evaluation of that information and other factors, on November 6, 2007, the
Independent Trustees approved the Amended Advisory Agreement, subject to
shareholder approval.
In considering whether to approve the Amended Advisory Agreement, the Board
of Trustees noted that, except for the proposed reallocation to Janus Capital of
the obligation to pay compensation to any subadviser, the Amended Advisory
Agreement is substantially similar to the Current Advisory Agreement, which was
most recently approved by them at a meeting held on December 20, 2006. The Board
also met with representatives of Janus Capital and considered information
provided by Janus Capital in preparation for the Trustees' consideration of
advisory contracts at their meetings held in December 2007. The Board took into
account the services provided by Janus Capital in its capacity as investment
adviser to the Portfolio and concluded that the services provided were
acceptable. Certain of these considerations are discussed in more detail below.
NATURE, EXTENT AND QUALITY OF SERVICES
The Trustees reviewed the nature, extent and quality of the services
provided by Janus Capital, taking into account the investment objective and
strategies of the Portfolio and the knowledge the Trustees gained from their
regular meetings with management on at least a quarterly basis, and their
ongoing review of information related to the Portfolio. In addition, the
Trustees reviewed the resources and key personnel of Janus Capital, especially
those who provide investment management services to the Portfolio. The Trustees
also considered other services provided to the Portfolio by Janus Capital. Janus
Capital also advised the Board of Trustees that it expects that there will be no
diminution in the scope and quality of advisory services provided to the
Portfolio as a result of the Amended Advisory Agreement.
The Trustees concluded that the advisory relationship and arrangement was
not expected to adversely affect the nature, extent or quality of services
provided to the Portfolio, and that the Portfolio would continue to benefit from
services provided under the Amended Advisory Agreement. They also concluded that
the quality of Janus Capital's services to the Portfolio has been adequate. In
reaching their conclusions, the Trustees considered: (i) information provided by
Janus Capital for their consideration of the Amended Advisory Agreement; (ii)
the key factors identified in materials previously provided to the Trustees by
their independent counsel; and (iii) the reasonableness of the fees payable by
shareholders of the Portfolio. They also concluded that Janus Capital's
financial condition was sound.
19
COSTS OF SERVICES PROVIDED
The Trustees considered the fee structure under the Amended Advisory
Agreement, as well as the overall fee structure of the Portfolio. The Trustees
examined the fee information and expenses for the Portfolio in comparison to
information for other comparable funds, as provided by Lipper. In reviewing the
data, the Trustees noted that the Portfolio's expense structure would now
include payment only to Janus Capital for investment management services, as
opposed to payment to both Janus Capital and PWM.
The Trustees considered the structure by which Janus Capital and PWM would
be paid for their services. The Trustees also considered the overall fees of the
Portfolio for services provided to the Portfolio.
The Trustees concluded that the estimated overall expense ratio of each
class of shares of the Portfolio, taking into account any expense limitations,
was comparable to or more favorable than the median expense ratios of its peers,
and that the fees that the Portfolio will pay to Janus Capital (a portion of
which Janus Capital will pay to PWM) are reasonable in relation to the nature
and quality of the services to be provided, taking into consideration the fees
charged by other advisers and subadvisers for managing comparable mutual funds
with similar strategies.
PERFORMANCE OF THE PORTFOLIO
The Trustees considered the performance results of the Portfolio over
various time periods. They reviewed information comparing the Portfolio's
performance with the performance of comparable funds and peer groups identified
by Lipper, and with the Portfolio's benchmark index. They concluded that the
performance of the Portfolio was acceptable under current market conditions.
Although the performance of the Portfolio may have lagged the benchmark index
for certain periods, the Trustees also concluded that Janus Capital and PWM, as
the Portfolio's subadviser, had taken appropriate steps to address those
instances of underperformance.
OTHER BENEFITS FROM THE RELATIONSHIP WITH JANUS CAPITAL
The Trustees also considered benefits that would accrue to the Portfolio
from its relationship with Janus Capital. The Trustees concluded that, other
than the services to be provided by Janus Capital pursuant to the Amended
Advisory Agreement and the fees to be paid by the Portfolio for such services,
the Portfolio, Janus Capital and PWM may potentially benefit from their
relationship with one another in other ways. They also concluded that success of
their relationship could attract other business to Janus Capital and PWM or to
other Janus funds, and that the success of Janus Capital and PWM could enhance
each firm's ability to serve the Portfolio.
After full consideration of the above factors, as well as other factors,
the Trustees concluded that approving the Amended Advisory Agreement was in the
best interest of the Portfolio and its shareholders. The Trustees, all of whom
are
20
Independent Trustees, voted to approve the Amended Advisory Agreement and to
recommend it to shareholders for their approval.
REQUIRED VOTE
Approval of the Amended Advisory Agreement requires the affirmative vote of
a 1940 Act Majority of the Portfolio, all share classes voting together as a
single class. Approval of Proposal 2 is contingent upon the approval of both
Proposals within this Proxy Statement, as well as upon the approval of the same
proposals by shareholders of Janus Mid Cap Value Fund, a series of JIF, and
Janus Adviser Mid Cap Value Fund, a series of JAD. Implementation of the Amended
Advisory Agreement is also contingent upon the closing of the Pending
Acquisition in addition to other conditions as described in the Purchase
Agreement or otherwise agreed to by Janus Capital and PWM. If shareholders of
the Portfolio do not approve the Proposal, or if any other contingency is not
met, the Current Advisory Agreement will remain in effect and the Board of
Trustees will take such further action as it deems to be in the best interest of
the Portfolio and its shareholders.
THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE
"FOR" APPROVAL OF THE AMENDED ADVISORY AGREEMENT.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO
OTHER PORTFOLIO SERVICE PROVIDERS
Administrator. Janus Capital also serves as administrator to the
Portfolio, performing internal accounting, recordkeeping, blue sky monitoring
and registration functions of the Portfolio. Janus Capital may be reimbursed by
the Portfolio for certain administrative and clerical functions it provides to
the Portfolio, as well as for reasonable costs it incurs in performing certain
functions. Janus Capital intends to continue to provide the same administrative
services after implementation of the proposed New Subadvisory Agreement and the
proposed Amended Advisory Agreement.
Distributor. Janus Distributors, a wholly-owned subsidiary of Janus
Capital, located at 151 Detroit Street, Denver, Colorado 80206, is a distributor
of the Portfolio pursuant to an Amended and Restated Distribution Agreement
between the Trust and Janus Distributors. According to plans adopted pursuant to
Rule 12b-1 under the 1940 Act for Service Shares of the Portfolio, Janus
Distributors receives a 12b-1 distribution fee from Service Shares at the annual
rate of up to 0.25% of the average daily net assets of such shares. Janus
Distributors uses the payments to pay insurance companies and qualified service
providers for distribution services provided by such service providers. Janus
Distributors may retain some or all of the fees it receives from Service Shares,
or may pass it through to financial intermediaries in payment for distribution
services. Janus Distributors intends to continue to provide the same services
after implementation of the
21
proposed New Subadvisory Agreement and the proposed Amended Advisory Agreement.
Service Shares of the Portfolio paid fees to Janus Distributors in the
amount of $171,913 for the fiscal year ended December 31, 2007.
Transfer Agent. Janus Services, P.O. Box 173375, Denver, Colorado 80207-
3375, a wholly-owned subsidiary of Janus Capital, serves as the Portfolio's
transfer agent pursuant to an Amended and Restated Transfer Agency Agreement
("Transfer Agency Agreement") between Janus Services and the Trust. Pursuant to
the Transfer Agency Agreement, each class of shares of the Portfolio reimburses
Janus Services for out-of-pocket expenses incurred by Janus Services in
connection with services rendered. In addition, Janus Services may receive from
Service Shares of the Portfolio an administrative services fee calculated at an
annual rate of up to 0.10% of the average daily net assets of such shares. Such
fee compensates Janus Services for providing, or arranging for the provision of,
recordkeeping, subaccounting and administrative services to retirement or
pension plan participants, variable contract owners or other underlying
investors investing through institutional channels. Janus Services may pass
through all or a portion of this administrative services fee to third party
service providers. Janus Services may also retain a portion of the
administrative services fee to cover costs of administering relationships with
third party service providers. Janus Services intends to continue to provide the
same services after implementation of the proposed New Subadvisory Agreement and
the proposed Amended Advisory Agreement.
Service Shares of the Portfolio paid administrative services fees to Janus
Services in the amount of $68,765 for the fiscal year ended December 31, 2007.
ADDITIONAL INFORMATION ABOUT THE TRUST
TRUSTEES AND PRINCIPAL EXECUTIVE OFFICERS OF THE TRUST
The Trustees and principal executive officers of the Portfolio and their
principal occupations, including any position(s) with Janus Capital, are set
forth in Exhibit E to this Proxy Statement.
OTHER LEGAL REQUIREMENTS UNDER THE 1940 ACT
Section 15(f) of the 1940 Act provides that, when a change in control of an
investment adviser (or subadviser) occurs, the investment adviser or any of its
affiliated persons may receive any amount or benefit in connection with the
change in control, as long as two conditions are satisfied. The first condition
specifies that, during the three-year period immediately following consummation
of the transaction, at least 75% of the Portfolio's Board must be Independent
Trustees. Currently, the Board of Trustees of the Trust meets this 75%
requirement, as 100% of the Board is Independent.
22
The second condition specifies that no "unfair burden" may be imposed on
the Portfolio as a result of the transaction relating to the change of control,
or any express or implied terms, conditions or understandings. The term "unfair
burden," as defined in the 1940 Act, includes any arrangement during the
two-year period after the change in control whereby the investment adviser (or
predecessor or successor adviser), or any interested person of any such adviser,
receives or is entitled to receive any compensation, directly or indirectly,
from the Portfolio or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from, or on behalf of the
Portfolio (other than fees for bona fide principal underwriting services). Janus
Capital and PWM have represented to the Board of Trustees that the change in
control transaction will not cause the imposition of an unfair burden, as that
term is defined in Section 15(f) of the 1940 Act, on the Portfolio.
ADDITIONAL INFORMATION ABOUT THE MEETING
QUORUM AND VOTING
Shareholders of each class of the Portfolio will vote together at the
Meeting. Each holder of a whole or fractional share shall be entitled to one
vote for each whole dollar and a proportionate fractional vote for each
fractional dollar of net asset value held in such shareholder's name as of the
Record Date. If you are not the owner of record, but 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 provide
instruction on how to vote the shares you beneficially own. Your qualified plan
or insurance company will provide you with additional information.
One-third of the outstanding shares entitled to vote at the Meeting shall
be a quorum for the transaction of business at the Meeting. Any lesser number is
sufficient for adjournments. In the event that the necessary quorum to transact
business or the vote required to approve a proposal is not obtained at the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting, in accordance with applicable law, to permit further solicitation
of proxies. Any such adjournment as to a proposal will require the affirmative
vote of the holders of a majority of the shares of the Portfolio, present in
person or by proxy at the Meeting. The persons named as proxies will vote the
proxies for the Portfolio (including broker non-votes and abstentions) in favor
of adjournment if they determine additional solicitation is warranted and in the
interest of shareholders of the Portfolio.
"Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Portfolio, but are not voted because
instructions have not been received from beneficial owners or persons entitled
to vote, and the broker or nominee does not have discretionary voting power.
Abstentions and
23
"broker non-votes" are counted as shares eligible to vote at the Meeting in
determining whether a quorum is present, but do not represent votes cast with
respect to adjournment or a proposal. Accordingly, assuming the presence of a
quorum, abstentions and "broker non-votes" will have the effect of a vote
against a proposal. Therefore, if your shares are held through a broker or other
nominee, it is important for you to instruct the broker or nominee how to vote
your shares.
Approval of each Proposal will require the affirmative vote of a 1940 Act
Majority of the Portfolio's shareholders eligible to vote at the Meeting. In
addition to the Proposals outlined in this Proxy Statement, shareholders of
other funds within the Janus fund complex are receiving similar proxy statements
seeking approval for new subadvisory agreements with PWM and amended and
restated investment advisory agreements with Janus Capital. Implementation of
the agreement referred to in each Proposal in this Proxy Statement is contingent
upon the approval of the same proposals by shareholders of Janus Mid Cap Value
Fund and Janus Adviser Mid Cap Value Fund, which are series of JIF and JAD,
respectively, as described in separate proxy statements. In addition,
implementation of each Proposal is contingent upon consummation of the Pending
Acquisition and certain other conditions that may be outlined in the Purchase
Agreement or otherwise agreed to by Janus Capital and PWM.
SHARE OWNERSHIP
The following table shows, as of the close of business on the Record Date,
the number of outstanding shares and net assets of each class of the Portfolio:
<Table>
<Caption>
TOTAL NUMBER OF
PORTFOLIO SHARES OUTSTANDING NET ASSETS
- --------- ------------------ ----------
Janus Aspen Mid Cap Value Portfolio
-- Institutional Shares...........
-- Service Shares.................
TOTAL...............................
</Table>
Shares of the Portfolio are offered for purchase through an insurance
contract of a Participating Insurance Company or through a qualified plan. As of
[ ], 2008, all of the outstanding shares of the Portfolio were owned by
certain insurance company separate accounts and qualified plans. The percentage
ownership of each separate account or qualified plan owning 5% or more of the
outstanding shares of each class of the Portfolio as of the Record Date are
shown below. To the best knowledge of the Trust, no person beneficially owned
more than 5% of the outstanding shares of any class of the Portfolio except as
shown below. To the best knowledge of the Trust, entities shown as owning 25% or
more of a class of the Portfolio, unless otherwise indicated, are not the
beneficial owners of such
24
shares. None of the qualified plans owned 10% or more of the shares of the Trust
as a whole.
<Table>
<Caption>
NUMBER OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS
- ------------------------------------ --------- -------------
</Table>
As of the Record Date, the officers and Trustees as a group owned less than
1% of the outstanding shares of the Portfolio.
SOLICITATION OF PROXIES
The cost of preparing, printing, and mailing the proxy card(s) and this
Proxy Statement, and all other costs incurred with the solicitation of proxies,
including any additional solicitation made by letter, telephone, or otherwise,
will be shared by Janus Capital and PWM. In addition to solicitation by mail,
officers and representatives of the Trust, officers and employees of Janus
Capital or its affiliates, and certain financial services firms and their
representatives, without extra compensation, or a solicitor, may conduct
additional solicitations personally, by telephone, or by any other means
available.
Janus Capital has engaged [ ], a professional proxy solicitation
firm, to assist in the solicitation of proxies, at an estimated cost of
$[ ], plus [any out-of-pocket] expenses. Such expenses will be shared
by Janus Capital and PWM, with Janus assuming 75% of the expenses and Perkins
assuming 25% of the expenses up to $2,500,000 after which Janus will assume 100%
of the expenses. Among other things, [ ] will be: (i) required to
maintain the confidentiality of all shareholder information; (ii) prohibited
from selling or otherwise disclosing shareholder information to any third party;
and (iii) required to comply with applicable telemarketing laws.
Insurance companies and qualified plans may be required to forward
soliciting material to the beneficial owners of the Portfolio and to obtain
authorization for the execution of proxies. For those services, they will be
reimbursed by Janus Capital and/or PWM for their expenses, to the extent that
Janus Capital or the Portfolio would have directly borne those expenses.
As the Meeting date approaches, certain shareholders whose votes have not
been received may receive telephone calls from a representative of [ ].
Authorization to permit [ ] to execute proxies may be obtained by
telephonic or electronically transmitted instructions from shareholders of the
Portfolio. Proxies that are obtained telephonically will be recorded in
accordance with the procedures described below. The Portfolio believes that
these procedures are
25
reasonably designed to ensure that both the identity of the shareholder casting
the vote and the voting instructions of the shareholder are accurately
determined.
In all cases where a telephonic proxy is solicited, the [ ]
representative is required to ask for each shareholder's full name, address and
title (if the shareholder is authorized to act on behalf of an entity, such as a
corporation), and to confirm that the shareholder has received the Proxy
Statement and proxy card(s) in the mail. If the information solicited agrees
with the information provided to [ ], then the [ ]
representative has the responsibility to explain the process, read the proposals
listed on the proxy card, and ask for the shareholder's instructions on each
proposal. Although the [ ] representative is permitted to answer
questions about the process, he or she is not permitted to recommend to the
shareholder how to vote. The [ ] representative may read any
recommendation set forth in this Proxy Statement. The [ ]
representative will record the shareholder's instructions. Within 72 hours, the
shareholder will be sent a confirmation of his or her vote asking the
shareholder to call [ ] immediately if his or her instructions are not
accurately reflected in the confirmation.
Telephone Touch-Tone Voting. Shareholders may provide their voting
instructions through telephone touch-tone voting by following the instructions
on the enclosed proxy card(s). Shareholders will have an opportunity to review
their voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call.
Internet Voting. Shareholders may provide their voting instructions
through Internet voting by following the instructions on the enclosed proxy
card(s). Shareholders who vote via the Internet, in addition to confirming their
voting instructions prior to submission and terminating their Internet session,
will, upon request, receive an e-mail confirming their voting instructions.
If a shareholder wishes to participate in the Meeting but does not wish to
give a proxy by telephone or via the Internet, the shareholder may still submit
the proxy card(s) originally sent with the Proxy Statement in the postage-paid
envelope provided, or attend the Meeting in person. Shareholders requiring
additional information regarding the proxy or replacement proxy card(s) may
contact [ ] at [1- ]. Any proxy given by a shareholder is
revocable until voted at the Meeting.
Revoking a Proxy. Any shareholder submitting a proxy has the power to
revoke it at any time before it is exercised by submitting to the Secretary of
the Trust at 151 Detroit Street, Denver, Colorado 80206, a written notice of
revocation or a subsequently executed proxy, or by attending the Meeting and
voting in person. 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, will be voted "FOR" the proposals, as described in this Proxy
Statement.
Shares Held by Accounts of Insurance Companies. Shares of the Portfolio
may be held by certain separate accounts of insurance companies to fund benefits
26
payable under certain variable annuity contracts and variable life insurance
policies. 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 its other variable contract holders for that
separate account.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of the Portfolio's portfolio securities
are placed on behalf of the Portfolio by Janus Capital or its agent. Janus
Capital places portfolio transactions for the Portfolio solely upon PWM's
direction. The Portfolio does not allocate portfolio transactions to
broker-dealers on the basis of the sale of Portfolio shares, although brokerage
firms whose customers purchase shares of the Portfolio may execute transactions
for the Portfolio and receive brokerage commissions.
During the most recent fiscal year, the Portfolio did not pay any
commissions to affiliated broker-dealers.
LEGAL MATTERS
Information regarding material pending legal proceedings involving Janus
Capital, PWM, or the Trust is attached as Exhibit F to this Proxy Statement.
SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS
The Portfolio is not required, and does not intend, to hold annual
shareholder meetings. Under the terms of a settlement reached between Janus
Capital and the SEC in August 2004, commencing in 2005 and not less than every
fifth calendar year thereafter, the Trust will hold a meeting of shareholders to
elect Trustees. Shareholder meetings may be called from time to time as
described in the Amended and Restated Trust Instrument and the Bylaws of the
Trust.
Under the proxy rules of the SEC, shareholder proposals that meet certain
conditions may be included in the Portfolio's proxy statement for a particular
meeting. Those rules currently require that for future meetings, the shareholder
must be a record or beneficial owner of the Portfolio shares either (i) with a
value of at least $2,000 or (ii) in an amount representing at least 1% of the
Portfolio's securities to be voted at the time the proposal is submitted and for
one year prior thereto, and must continue to own such shares through the date on
which the meeting is held. Another requirement relates to the timely receipt by
the Portfolio of any such proposal. Under those rules, a proposal must have been
submitted within a reasonable time before the Portfolio began to print and mail
this Proxy Statement in order to be included in this Proxy Statement. A proposal
submitted for inclusion in the Portfolio's proxy material for the next special
meeting after the meeting to which this Proxy Statement relates must be received
by the Portfolio within a
27
reasonable time before the Portfolio begins to print and mail the proxy
materials for that meeting.
A shareholder wishing to submit a proposal for inclusion in a proxy
statement subsequent to the Meeting, if any, should send the written proposal to
the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, within
a reasonable time before the Portfolio begins to print and mail the proxy
materials for that meeting. Notice of shareholder proposals to be presented at
the Meeting must have been received within a reasonable time before the
Portfolio began to mail this Proxy Statement. The timely submission of a
proposal does not guarantee its inclusion in the proxy materials.
SHAREHOLDER COMMUNICATIONS
The Trustees provide for shareholders to send written communications to the
Trustees via regular mail. Written communications to the Trustees, or to an
individual Trustee, should be sent to the attention of the Trust's Secretary at
the address of the Trust's principal executive office. All such communications
received by the Trust's Secretary shall be promptly forwarded to the individual
Trustee to whom they are addressed or to the full Board of Trustees, as
applicable. If a communication does not indicate a specific Trustee, it will be
sent to the Chairperson of the Nominating and Governance Committee and the
independent counsel to the Trustees for further distribution, as deemed
appropriate by such persons. The Trustees may further develop and refine this
process as deemed necessary or desirable.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The annual report to shareholders of the Portfolio, including financial
statements of the Portfolio, has previously been sent to shareholders. THE
PORTFOLIO PROVIDES ANNUAL AND SEMIANNUAL REPORTS TO ITS SHAREHOLDERS THAT
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. ADDITIONAL COPIES OF THE PORTFOLIO'S MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY
CALLING A JANUS REPRESENTATIVE AT 1-877-335-2687, VIA THE INTERNET AT
WWW.JANUS.COM/INFO, OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE
TRUST AT 151 DETROIT STREET, DENVER, COLORADO 80206.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees is not aware of any matters that will be presented
for action at the Meeting other than the matters described in this Proxy
Statement. Should any other matters requiring a vote of shareholders arise, the
proxy in the accompanying form will confer upon the person or persons entitled
to vote the shares represented by such proxy the discretionary authority to vote
the shares as to any other matters, in accordance with their best judgment in
the interest of the Trust and/or Portfolio.
28
PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD(S) OR VOTE BY
INTERNET OR TELEPHONE PROMPTLY. NO POSTAGE IS REQUIRED IF YOU MAIL YOUR PROXY
CARD(S) IN THE UNITED STATES.
By order of the Board of Trustees,
/s/ Robin C. Beery
Robin C. Beery
President and Chief Executive Officer
of
Janus Aspen Series
29
INDEX OF EXHIBITS
<Table>
EXHIBIT A: Form of New Subadvisory Agreement
EXHIBIT B: Form of Amended and Restated Investment Advisory
Agreement
EXHIBIT C: Other Funds Managed by Janus Capital and PWM with
Similar Investment Objectives
EXHIBIT D: Principal Executive Officers and Directors of Janus
Capital and Their Principal Occupations
EXHIBIT E: Trustees and Principal Executive Officers of the
Portfolio and Their Principal Occupations
EXHIBIT F: Legal Matters
</Table>
30
EXHIBIT A
FORM OF SUB-ADVISORY AGREEMENT
[JANUS ASPEN PERKINS ]MID CAP VALUE PORTFOLIO
(A SERIES OF JANUS ASPEN SERIES)
This SUB-ADVISORY AGREEMENT (the "Agreement") is entered into effective as
of the [1st ][ ]day of [July ][ ]200[8][4], by and between
JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company ("Janus") and
PERKINS[, WOLF, McDONNELL AND COMPANY,][ INVESTMENT MANAGEMENT] LLC, a Delaware
limited liability company ("[PWM][Perkins]").
WHEREAS, Janus has entered into an Investment Advisory Agreement (the
"Advisory Agreement") with Janus Aspen Series, a Delaware statutory trust (the
"Trust") and an open-end, management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with respect to
[Janus Aspen Perkins] Mid Cap Value Portfolio, a series of the Trust (the
"Fund") pursuant to which Janus has agreed to provide investment advisory
services with respect to the Fund; and
WHEREAS, [Perkins][PWM] is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, Janus desires to retain [Perkins][PWM] to furnish investment
advisory services with respect to the Fund, and [Perkins][PWM] is willing to
furnish such services;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Duties of [Perkins][PWM.] Janus hereby engages the services of
[Perkins][PWM] as subadviser in furtherance of the Advisory Agreement.
[Perkins][PWM] agrees to perform the following duties, subject to the
oversight of Janus and to the overall control of the officers and the Board
of Trustees (the "Trustees") of the Trust:
(a) [Perkins][PWM] shall manage the investment operations of the
Fund and the composition of its investment portfolio, shall determine
without prior consultation with the Trust or Janus, what securities and
other assets of the Fund will be acquired, held, disposed of or loaned,
and shall direct Janus with respect to the execution of trades in
connection with such determinations, in conformity with the investment
objectives, policies and restrictions and the other statements
concerning the Fund in the Trust's trust instrument, as amended from
time to time (the "Trust Instrument"), bylaws and registration
statements under the 1940 Act and
A-1
the Securities Act of 1933, as amended (the "1933 Act"), the Advisers
Act, the rules thereunder and all other applicable federal and state
laws and regulations, and the provisions of the Internal Revenue Code of
1986, as amended (the "Code"), applicable to the Trust, on behalf of the
Fund, as a regulated investment company;
(b) [Perkins][PWM] shall cause its officers to attend meetings and
furnish oral or written reports, as the Trust or Janus may reasonably
require, in order to keep Janus, the Trustees and appropriate officers
of the Trust fully informed as to the condition of the investment
portfolio of the Fund, the investment decisions of [Perkins][PWM], and
the investment considerations which have given rise to those decisions;
(c) [Perkins][PWM] shall maintain all books and records required to
be maintained by [Perkins][PWM ]pursuant to the 1940 Act, the Advisers
Act, and the rules and regulations promulgated thereunder, as the same
may be amended from time to time, with respect to transactions on behalf
of the Fund, and shall furnish the Trustees and Janus with such periodic
and special reports as the Trustees or Janus reasonably may request.
[Perkins][PWM] hereby agrees that all records which it maintains for the
Fund or the Trust are the property of the Trust, agrees to permit the
reasonable inspection thereof by the Trust or its designees and agrees
to preserve for the periods prescribed under the 1940 Act and the
Advisers Act any records which it maintains for the Trust and which are
required to be maintained under the 1940 Act and the Advisers Act, and
further agrees to surrender promptly to the Trust or its designees any
records which it maintains for the Trust upon request by the Trust;
(d) [Perkins][PWM] shall submit such reports relating to the
valuation of the Fund's assets and to otherwise assist in the
calculation of the net asset value of shares of the Fund as may
reasonably be requested;
(e) [Perkins][PWM] shall provide Janus with such assistance and
advice as Janus may reasonably request as to the manner in which to
exercise, on behalf of the Fund, such voting rights, subscription
rights, rights to consent to corporate action and any other rights
pertaining to the Fund's assets that may be exercised, in accordance
with any policy pertaining to the same that may be adopted or agreed to
by the Trustees of the Trust, so that Janus may exercise such rights,
or, in the event that the Trust retains the right to exercise such
voting and other rights, to furnish the Trust with advice as may
reasonably be requested as to the manner in which such rights should be
exercised;
(f) At such times as shall be reasonably requested by the Trustees
or Janus, [Perkins][PWM] shall provide the Trustees and Janus with
economic, operational and investment data and reports, including without
limitation all information and materials reasonably requested by or
requested to be
A-2
delivered to the Trustees of the Trust pursuant to Section 15(c) of the
1940 Act, and shall make available to the Trustees and Janus any
economic, statistical and investment services normally available to
similar investment company clients of [Perkins][PWM]; and
(g) [Perkins][PWM] will provide to Janus for regulatory filings and
other appropriate uses materially accurate and complete information
relating to [Perkins][PWM] as may be reasonably requested by Janus from
time to time and, notwithstanding anything herein to the contrary,
[Perkins][PWM] shall be liable to Janus for all damages, costs and
expenses, including without limitation reasonable attorney's fees
(hereinafter referred to collectively as "Damages"), incurred by Janus
as a result of any material inaccuracies or omissions in such
information provided by [Perkins][PWM] to Janus, provided, however, that
[Perkins][PWM] shall not be liable to the extent that any Damages are
based upon inaccuracies or omissions made in reliance upon information
furnished to [Perkins][PWM] by Janus.
2. Further Obligations. In all matters relating to the performance of
this Agreement, [Perkins][PWM] shall act in conformity with the Trust's
Trust Instrument, bylaws and currently effective registration statements
under the 1940 Act and the 1933 Act and any amendments or supplements
thereto (the "Registration Statements") and with the written policies,
procedures and guidelines of the Fund, and written instructions and
directions of the Trustees and Janus and shall comply with the requirements
of the 1940 Act, the Advisers Act, the rules thereunder, and all other
applicable federal and state laws and regulations. Janus agrees to provide
to [Perkins][PWM] copies of the Trust's Trust Instrument, bylaws,
Registration Statement, written policies, procedures and guidelines and
written instructions and directions of the Trustees and Janus, and any
amendments or supplements to any of them at, or, if practicable, before the
time such materials become effective.
3. Obligations of Janus. Janus shall have the following obligations
under this Agreement:
(a) To keep [Perkins][PWM] continuously and fully informed (or
cause the custodian of the Fund's assets to keep [Perkins][PWM] so
informed) as to the composition of the investment portfolio of the Fund
and the nature of all of the Fund's assets and liabilities from time to
time;
(b) To furnish [Perkins][PWM] with a certified copy of any
financial statement or report prepared for the Fund by certified or
independent public accountants and with copies of any financial
statements or reports made to the Fund's shareholders or to any
governmental body or securities exchange; [and]
A-3
(c) To furnish [Perkins][PWM] with any further materials or
information which [Perkins][PWM] may reasonably request to enable it to
perform its function under this Agreement[.][; and]
[(d) To compensate Perkins for its services in accordance with the
provisions of Section 4 hereof.]
4. Compensation. [For PWM's][Janus shall pay Perkins for its]
services under this Agreement, [the Fund shall pay to PWM ]a fee equal to
50% of the advisory fee payable to Janus from the Fund [before reduction of
the Janus fee by the amount of the fee payable to PWM ](net of any
[performance fee adjustment, ]reimbursement of expenses incurred or fees
waived by Janus). [Such fee][Fees paid to Perkins] shall be computed and
accrued daily and payable monthly as of the last day of each month during
which or part of which this Agreement is in effect[ and shall be paid at
the same time and in the same amount as the fees payable to Janus]. For the
month during which this Agreement becomes effective and the month during
which it terminates, however, there shall be an appropriate proration of
the fee payable for such month based on the number of calendar days of such
month during which th[e][is] Agreement is effective.
5. Expenses. [Perkins][PWM] shall pay all its own costs and expenses
incurred in rendering its service under this Agreement.
6. Representations of [Perkins][PWM]. [Perkins][PWM] hereby
represents, warrants and covenants to Janus as follows:
(a) [Perkins][PWM]: (i) is registered as an investment adviser
under the Advisers Act and will continue to be so registered for so long
as this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by
this Agreement; (iii) has met, and will continue to meet for so long as
this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
industry self-regulatory organization necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the legal
and corporate authority to enter into and perform the services
contemplated by this Agreement; and (v) will immediately notify Janus of
the occurrence of any event that would disqualify [Perkins][PWM] from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise, and of the institution of any
administrative, regulatory or judicial proceeding against [Perkins][PWM]
that could have a material adverse effect upon [Perkins][PWM's] ability
to fulfill its obligations under this Agreement.
(b) [Perkins][PWM] has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide
Janus with a copy of such code of ethics, together with evidence of its
A-4
adoption[, and any material changes thereto]. Within 45 days after the
end of the last calendar quarter of each year that this Agreement is in
effect, the president or a vice president of [Perkins][PWM] shall
certify to Janus that [Perkins][PWM] has complied with the requirements
of Rule 17j-1 during the previous year and that there has been no
violation of [Perkins][PWM's] code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to such
violation. Upon the written request of Janus, [Perkins][PWM] shall
permit Janus, its employees or its agents to examine the reports
required to be made to [Perkins][PWM] by Rule 17j-1(c)(1) and all other
records relevant to [Perkins][PWM's] code of ethics.
(c) [Perkins][PWM] has provided Janus with a copy of its Form ADV
as most recently filed with the U.S. Securities and Exchange Commission
("SEC") and will, promptly after filing any amendment to its Form ADV
with the SEC, furnish a copy of such amendment to Janus.
[(d) PWM will notify Janus of any change in the identity or control
of its shareholders owning a 10% or greater interest in PWM, or any
change that would constitute a change in control of PWM under the 1940
Act, prior to any such change if PWM is aware, or should be aware, of
any such change, but in any event as soon as any such change becomes
known to PWM.]
7. Term. This Agreement shall become effective as of the date first
set forth above and shall continue in effect until February 1, 200[7][9]
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 (a) the vote of a majority of
the Trustees of the Trust who are not parties hereto or interested persons
of the Trust, Janus or [Perkins][PWM], cast in person at a meeting called
for the purpose of voting on the approval of the terms of such renewal, and
(b) either the Trustees of the Trust or the affirmative vote of a majority
of the outstanding voting securities of the Fund. 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 February 1 of each applicable year, notwithstanding the fact that
more than three hundred sixty-five (365) days may have elapsed since the
date on which such approval was last given.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees or by the shareholders of the Fund acting by vote
of at least a majority of its outstanding voting securities, provided in
any such case that [6][9]0 days' advance written notice of termination be
given to [Perkins][PWM] at its principal place of business. This Agreement
may [also ]be terminated [(i) ]by Janus [or the Trust: (i) by giving][at
any time, without penalty by giving] [6][9]0 days' advance written notice
of termination to [Perkins][PWM]; (ii) [upon a material breach by PWM of
any of the representations and warranties set forth in Section 6 of this
Agreement, if such breach shall not
A-5
have been cured within a 20-day period after notice of such breach][by
Perkins at any time, without penalty by giving 90 days' advance notice to
Janus and the Trust, unless Janus or the Trust requests additional time to
find a replacement for Perkins, in which case Perkins shall allow the
additional time requested by Janus or the Trust not to exceed 90 days'
beyond the initial 90 days' notice period unless otherwise agreed to by
Janus, the Trust and Perkins]; or (iii) [by Janus or the Trust without
advance notice] if [Perkins][PWM] becomes unable to discharge its duties
and obligations under this Agreement. [This Agreement may be terminated by
PWM at any time, without penalty upon a material breach by Janus of any of
the obligations set forth in Section 3 of this Agreement, if such breach
shall not have been cured within a 20-day period after notice of such
breach. This Agreement may be terminated by PWM after May 1, 2005 upon
three years' written notice. ]In addition, this Agreement shall terminate,
without penalty, upon the termination of the Advisory Agreement.
9. Assignment. This Agreement shall automatically terminate in the
event of its assignment.
10. Amendments. This Agreement may be amended by the parties only in a
written instrument signed by the parties to this Agreement and 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 the Trust or
Janus, [Perkins][PWM] or their affiliates, and (ii) if required by
applicable law, by the affirmative vote of a majority of the outstanding
voting securities of the Fund (as that phrase is defined in Section
2(a)(42) of the 1940 Act).
11. Limitation on Personal Liability. All parties to this Agreement
acknowledge and agree that the Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable against
the assets held with respect to such series only, and not against the
assets of the Trust generally or against the assets held with respect to
any other series and further that no Trustee, officer or holder of shares
of beneficial interest of the Trust shall be personally liable for any of
the foregoing.
12. Limitation of Liability of [Perkins][PWM]. Janus will not seek to
hold [Perkins][PWM], and [Perkins][PWM] 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 Fund, 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, "[Perkins][PWM]" shall include any affiliate of
[Perkins][PWM] performing services for the Fund contemplated hereunder and
directors, officers and employees of [Perkins][PWM] and such affiliates.
A-6
13. Activities of [Perkins][PWM.] The services of [Perkins][PWM]
hereunder are not to be deemed to be exclusive, and [Perkins][PWM] is free
to render services to other parties, so long as its services under this
Agreement are not materially adversely affected or otherwise impaired
thereby. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of [Perkins][PWM] to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar or
a dissimilar nature. It is understood that Trustees, officers and
shareholders of the Trust are or may become interested in [Perkins][PWM] as
directors, officers and shareholders of [Perkins][PWM], that directors,
officers, employees and shareholders of [Perkins][PWM] are or may become
similarly interested in the Trust, and that [Perkins][PWM] may become
interested in the Trust as a shareholder or otherwise.
14. Third Party Beneficiary. The parties expressly acknowledge and
agree that the Trust is a third party beneficiary of this Agreement and
that the Trust shall have the full right to sue upon and enforce this
Agreement in accordance with its terms as if it were a signatory hereto.
Any oversight, monitoring or evaluation of the activities of [Perkins][PWM]
by Janus, the Trust or the Fund shall not diminish or relieve in any way
the liability of [Perkins][PWM] for any of its duties and responsibilities
under this Agreement.
15. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered
personally or by overnight delivery service or mailed by certified or
registered mail, return receipt requested and postage prepaid, or sent by
facsimile addressed to the parties at their respective addresses set forth
below, or at such other address as shall be designated by any party in a
written notice to the other party.
(a) To Janus at:
Janus Capital Management LLC
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303) 333-3863
Fax: (303) 316-5728
(b) To [Perkins][PWM] at:
[Perkins][, Wolf, McDonnell and Company,][ Investment Manage-
ment] LLC
[310 South Michigan Avenue][311 South Wacker Drive, Suite 6000]
Chicago, Illinois 6060[6][4]
Attention: President
Phone: (312) 922-0355
Fax: (312) 922-0418
A-7
(c) To the Trust at:
Janus Aspen Series
151 Detroit Street
Denver, Colorado 80206
Attention: [General ][Chief Legal ]Counsel
16. Certain Definitions. The terms "vote of a majority of the
outstanding voting securities," "assignment," "approved at least annually,"
and "interested persons" 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 SEC under the 1940 Act and as may
be then in effect.
17. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Colorado (without giving effect to the
conflicts of laws principles thereof) and the 1940 Act. To the extent that
the applicable laws of the State of Colorado conflict with the applicable
provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers designated below as of the day
and year first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Loren M. Starr, Chief Financial
Officer And Senior Vice President]
[PERKINS][, WOLF, MCDONNELL AND
COMPANY,] INVESTMENT MANAGEMENT LLC
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
A-8
[ACKNOWLEDGEMENT:
The undersigned acknowledges that it
is obligated to compensate PWM for its
services in accordance with the
provisions of Section 4 of this
Agreement.
JANUS ASPEN SERIES on behalf of Mid
Cap Value Portfolio
By:
Girard C. Miller
President and Chief Executive Officer]
A-9
EXHIBIT B
JANUS ASPEN SERIES
FORM OF [AMENDED AND RESTATED]
INVESTMENT ADVISORY AGREEMENT
JANUS ASPEN [PERKINS ]MID CAP VALUE PORTFOLIO
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this
[1st][ ]day of [July][ ], 200[8][4, as amended this 1st day of
February, 2006], between [JANUS ADVISER]JANUS ASPEN SERIES, a Delaware statutory
trust (the "Trust"), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited
liability company ("JCM").
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 Janus Aspen Perkins Mid Cap Value Portfolio (the
"Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be
appointed as investment adviser to the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Trust hereby appoints JCM as investment adviser
and manager with respect to the Fund for the period and on the terms set
forth in this Agreement. JCM hereby accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Investment Advisory Services. JCM shall determine the securities
or other assets to be purchased, sold or held and shall place orders for
the purchase or sale of such securities or other assets with brokers,
dealers or others. JCM 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. JCM 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
B-1
vehicle for variable insurance contracts]. In addition, JCM shall cause its
officers to attend meetings and furnish oral or written reports, as the
Trust may reasonably require, in order to keep the Trustees and appropriate
officers of the Trust fully informed as to the condition of the investment
portfolio of the Fund, the investment recommendations of JCM, and the
investment considerations which have given rise to those recommendations.
Subject to the approval of the Trustees of the Trust and, if required, the
shareholders of the Fund, JCM is authorized to engage one or more
subadvisers in connection with JCM's duties and responsibilities under this
Agreement, which subadvisers may be affiliates of JCM.
3. Other Services. JCM 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 or duly appointed subadvisers or
affiliates of) the management and administrative services necessary for the
operation of the Fund. JCM 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 JCM to be
necessary or desirable. JCM 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 1933 Act. JCM
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. JCM is also authorized, subject to review by the
Trustees, to furnish such other services as JCM shall from time to time
determine to be necessary or useful to perform the services contemplated by
this Agreement.
4. Obligations of Trust. The Trust shall have the following
obligations under this Agreement:
(a) to keep JCM 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 JCM with a certified copy of any financial statement
or report prepared for it by certified or independent public accountants
and with copies of any financial statements or reports made to its
shareholders or to any governmental body or securities exchange;
(c) to furnish JCM with any further materials or information which
JCM may reasonably request to enable it to perform its function under
this Agreement; [and]
B-2
(d) to compensate JCM for its services and reimburse JCM for its expenses
incurred hereunder in accordance with the provisions hereof[; and.]
[(e) to compensate any subadviser engaged by JCM pursuant to the
authority granted in Section 2 hereof.]
5. Compensation. The Trust shall pay to JCM for its services pursuant
to this Agreement a monthly base fee of 1/12 of 0.64% of the average daily
closing net asset value of the Fund, adjusted by a performance fee as set
forth in Schedule A[ provided that any amounts due pursuant to Section 4(e)
above shall be paid directly to such subadviser by the Fund and shall
reduce the amount payable to JCM hereunder. ]For any period less than a
month during which this Agreement is in effect, the base fee shall be
prorated according to the proportion which such period bears to a full
month of 28, 29, 30 or 31 days, as the case may be.
6. Expenses Borne by JCM. In addition to the expenses which JCM may
incur in the performance of its investment advisory functions and other
services under this Agreement, and the expenses which it may expressly
undertake to incur and pay under other agreements with the Trust or
otherwise, JCM shall incur and pay the following expenses relating to the
Fund's operations without reimbursement from the Fund:
(a) Reasonable compensation, fees and related expenses of the
Trust's officers and its Trustees, except for such Trustees who are not
"interested persons," as defined in the 1940 Act, of JCM, and except as
otherwise provided in Section 7; [and]
(b) Rental of offices of the Trust[; and]
[(c) Fees of any subadviser engaged by JCM pursuant to the
authority granted in Section 2 hereof.]
7. 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 JCM pursuant to Sections 3 and
6 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," as defined in the 1940 Act, of JCM;
compensation and related expenses of the Chief Compliance Officer of the
Trust and compliance staff, as authorized from time to time by the Trustees
of the Trust; 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 JCM 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
B-3
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 to Fund
shareholders; 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.
8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund
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 JCM at its principal place of business. This
Agreement may be terminated by JCM at any time, without penalty, by giving
sixty (60) days advance written notice of termination to the Trust,
addressed to its principal place of business. The Trust agrees that,
consistent with the terms of the Trust Instrument, the Trust shall cease to
use the name "Janus" in connection with the Fund as soon as reasonably
practicable following any termination of this Agreement if JCM does not
continue to provide investment advice to the Fund after such termination.
9. Assignment. This Agreement shall terminate automatically in the
event of any assignment of this Agreement.
10. Term. This Agreement shall continue in effect until February 1,
200[7][9], 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 (a) 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
(b) either the Trustees of the Trust or the affirmative vote of a majority
of the outstanding voting securities of the Fund. 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 February 1 of each applicable year, notwithstanding the fact that
more than three hundred sixty-five (365) days may have elapsed since the
date on which such approval was last given.
11. Amendments. This Agreement may be amended by the parties only if
such amendment is specifically approved (i) by a majority of the Trustees,
B-4
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 any party to
this Agreement and, if required by applicable law, (ii) by the affirmative
vote of a majority of the outstanding voting securities of the Fund (as
that phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Other Series. The Trustees shall determine the basis for making
an appropriate allocation of the Trust's expenses (other than those
directly attributable to the Fund) between the Fund and the other series of
the Trust.
13. Limitation of Personal Liability. All the parties hereto
acknowledge and agree that all liabilities of the Trust arising, directly
or indirectly, under this Agreement, of any and every nature whatsoever,
shall be satisfied solely out of the assets of the Fund and that no
Trustee, officer or holder of shares of beneficial interest of the Trust
shall be personally liable for any of the foregoing liabilities. The Trust
Instrument describes in detail the respective responsibilities and
limitations on liability of the Trustees, officers and holders of shares of
beneficial interest of the Trust.
14. Limitation of Liability of JCM. JCM 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, "JCM" shall include any
affiliate of JCM performing services for the Trust contemplated hereunder
and directors, officers and employees of JCM and such affiliates.
15. Activities of JCM. The services of JCM to the Trust hereunder are
not to be deemed to be exclusive, and JCM 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 JCM as
directors, officers and shareholders of JCM, that directors, officers,
employees and shareholders of JCM are or may become similarly interested in
the Trust, and that JCM 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.
17. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Colorado (without giving effect to the
conflicts of laws principles thereof) and the 1940 Act. To the extent that
the applicable
B-5
laws of the State of Colorado conflict with the applicable provisions of
the 1940 Act, the latter shall control.
This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf of the Fund.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Investment Advisory Agreement as of the [amended ]date and year
first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
----------------------------------
[David R. Martin, Chief Financial
Officer and Executive Vice
President]
JANUS ASPEN SERIES
By:
----------------------------------
[Kelley A. Howes, President and
Chief Executive Officer ]
B-6
SCHEDULE A
PERFORMANCE ADJUSTMENT
[Beginning with the Base Fee payable for February 2006 and in month 13 from
the amended date of this Agreement, t][T]he Base Fee shall be adjusted monthly
based upon the investment performance of the Fund's Service [Class ]Shares
("Class") in relation to the cumulative investment record of the Fund's
benchmark, the Russell Midcap Value Index (the "Index"), over the "Performance
Period" (such adjustment being referred to herein as the "Performance
Adjustment"). The "Performance Period" is defined as the shorter of (a) the
period from [February 1, 2006 ][the date of this Agreement ]through the end of
the month for which the fee is being calculated, and (b) the 36 month period
preceding the end of the month for which the fee is being calculated [(beginning
February 1, 2006).]
The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Class. If
there is less than a 0.50% difference (plus or minus) between the investment
performance of the Class and the investment record of the Index, the Fund pays
JCM the Base Fee with no adjustment. If the difference between the investment
performance of the Class and the investment record of the Index is 0.50% or
greater during any Performance Period, the Base Fee will be subject to an upward
or downward performance adjustment of 1/12 of 0.01875% for every full 0.50%
increment by which the Class outperforms or underperforms the Index. The maximum
percentage used in calculating the Performance Adjustment (positive or negative)
in any month is 1/12 of 0.15%. The Performance Adjustment is applied against the
Fund's average daily net assets during the Performance Period.
For purposes of computing the Base Fee and the Performance Adjustment, net
assets are averaged over different periods (average daily net assets during the
relevant month for the Base Fee versus average daily net assets during the
Performance Period for the Performance Adjustment). The Base Fee is calculated
and accrued daily. The Performance Adjustment is calculated monthly in arrears
and is accrued evenly each day throughout the month. The investment advisory fee
is paid monthly in arrears.
The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Amended and Restated Trust
Instrument, Bylaws and registration statement, each as may be amended from time
to time.
The investment performance of the Class will be the sum of:
(1) the change in the Class's net asset value ("NAV") per share during
the Performance Period; plus
(2) the value of the Class's cash distributions per share accumulated
to the end of the Performance Period; plus
B-7
(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of
the Performance Period; expressed as a percentage of the Class's NAV per
share at the beginning of the Performance Period. For this purpose, the
value of distributions per share of realized capital gains, of dividends
per share paid from investment income and of capital gains taxes per share
paid or payable on undistributed realized long-term capital gains shall be
treated as reinvested in shares of the Class at the NAV in effect at the
close of business on the record date for the payment of such distributions
and dividends and the date on which provision is made for such taxes, after
giving effect to such distributions, dividends and taxes.
The investment record of the Index will be the sum of:
(1) the change in the level of the Index during the Performance
Period; plus
(2) the value, computed consistently with the Index, of cash
distributions made by companies whose securities comprise the Index
accumulated to the end of the Performance Period; expressed as a percentage
of the Index level at the beginning of the Performance Period. For this
purpose, cash distributions on the securities which comprise the Index
shall be treated as reinvested in the Index at least as frequently as the
end of each calendar quarter following the payment of the dividend.
The Trustees have initially designated the Class to be used for purposes of
determining the Performance Adjustment. From time to time, the Trustees may, by
vote of the Trustees of the Trust voting in person, including a majority of the
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of any such parties, determine that a class of shares
of the Fund other than the Class is the most appropriate for use in calculating
the Performance Adjustment. If a different class of shares ("Successor Class")
is substituted in calculating the Performance Adjustment, the use of that
Successor Class of shares for purposes of calculating the Performance Adjustment
may apply to the entire Performance Period so long as such Successor Class was
outstanding at the beginning of such period. If the Successor Class of shares
was not outstanding for all or a portion of the Performance Period, it may only
be used in calculating that portion of the Performance Adjustment attributable
to the period during which such Successor Class was outstanding and any prior
portion of the Performance Period shall be calculated using the class of shares
previously designated.
B-8
EXHIBIT C
OTHER FUNDS MANAGED BY JANUS CAPITAL AND PWM WITH SIMILAR INVESTMENT OBJECTIVES
The following table lists certain information regarding funds with similar
investment objectives for which Janus Capital and PWM provide investment
advisory or subadvisory services. The table shows such fund's asset size as of
March 31, 2008, the rate of compensation paid by that fund, and whether Janus
Capital has contractually agreed to waive or reduce compensation received from
that fund.
<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
- ---- --------- --------------- -------------------------- --------------
Janus Adviser High-
Yield Fund......... Seeks to obtain First $300 Million 0.65% 0.90%(1)
high current Over $300 Million 0.55%
income. Capital
appreciation is a
secondary
investment
objective when
consistent with
its primary
investment
objective.
Janus Adviser Mid Cap
Value Fund(2)...... Seeks capital 0.64%(3) 0.74%(1)
appreciation.
Janus Adviser Small
Company Value
Fund............... Seeks capital 0.74% 1.00%(1)
appreciation.
Janus Aspen Small
Company Value
Portfolio.......... Seeks capital 0.74% 1.34%(4)
appreciation.
Janus High-Yield
Fund............... Seeks to obtain First $300 Million 0.65% 0.90%(5)
high current Over $300 Million 0.55%
income. Capital
appreciation is a
secondary
investment
objective when
consistent with
its primary
investment
objective.
Janus Mid Cap Value
Fund(2)............ Seeks capital 0.64%(6) (7)
appreciation.
Janus Small Cap Value
Fund(2)............ Seeks capital 0.72% (7)
appreciation.
Janus Venture Fund... Seeks capital 0.64% N/A
appreciation.
</Table>
C-1
<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
- ---- --------- --------------- -------------------------- --------------
ING Janus Contrarian
Portfolio.......... Seeks capital 822.9 First $100 Million 0.45% N/A
appreciation. Next $100 Million 0.40%
Next $200 Million 0.35%
Next $500 Million 0.325%
Over $900 Million 0.30%
Ohio National Small
Cap Growth
Portfolio.......... Seeks long-term 20.4 First $50 Million 0.65% N/A
capital Next $100 Million 0.60%
appreciation. Over $150 Million 0.50%
SEI Small/Mid Cap
Equity Fund........ Seeks long-term 145.4 0.50% N/A
capital
appreciation.
SEI Small Cap Fund... Seeks capital 73.5 0.50% N/A
appreciation.
SEI Small Cap Growth
Fund............... Seeks long-term 67.6 0.50% N/A
capital
appreciation.
</Table>
- ---------------
(1) Janus Capital has contractually agreed to waive the Fund's total operating
expenses (excluding the distribution and shareholder servicing fees
(applicable to Class A Shares, Class C Shares, Class R Shares, and Class S
Shares), administrative services fee (applicable to Class R Shares and Class
S Shares), brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees and
expenses) to the limit shown until at least December 1, 2009. The expense
limit is described in the respective Statement of Additional Information.
(2) Subadvised by PWC.
(3) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measuring period. This fee rate, as of July 31, 2007, was 0.59%.
(4) Janus Capital has contractually agreed to waive the Portfolio's total
operating expenses (excluding the distribution and shareholder servicing fee
(applicable to Service Shares), administrative services fee (applicable to
Service Shares), brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees and
expenses) to the limit shown until at least May 1, 2009. The expense limit
is described in the respective Statement of Additional Information.
(5) Janus Capital has contractually agreed to waive the Fund's total operating
expenses (excluding brokerage commissions, interest, dividends, taxes, and
extraordinary expenses including, but not limited to, acquired fund fees and
expenses) to the limit shown until at least March 1, 2009. The expense
waiver is described in the respective Statement of Additional Information.
(6) The Fund pays an investment advisory fee rate that adjusts up or down based
upon the Fund's performance relative to its benchmark index during a
measuring period. This fee rate, as of October 31, 2007, was 0.58%.
(7) Janus Services LLC has contractually agreed to waive the transfer agency
fees applicable to the Fund's Institutional Shares until March 1, 2009.
C-2
EXHIBIT D
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
JANUS CAPITAL AND THEIR PRINCIPAL OCCUPATIONS
<Table>
<Caption>
JANUS CAPITAL/AFFILIATED POSITIONS(S) WITH JANUS CAPITAL
NAME ENTITY NAME OR AFFILIATED ENTITY
- ---- ------------------------ -------------------------------
Robin C. Beery........... Janus Capital Group Inc. Chief Marketing Officer and
Executive Vice President
Janus Capital Management LLC Chief Marketing Officer and
Executive Vice President
Janus Distributors LLC Executive Vice President
Janus Services LLC Executive Vice President
Enhanced Investment Working Director
Technologies, LLC
Gary D. Black............ Janus Capital Group Inc. Chief Executive Officer and
Director
Janus Capital Management LLC Chief Executive Officer
Janus Management Holdings Corp. President and Director
Janus Distributors LLC Executive Vice President
Janus Services LLC Executive Vice President
Bay Isle Financial LLC President
Enhanced Investment Working Director
Technologies, LLC
Daniel P. Charles........ Janus Capital Management LLC Senior Vice President and
Managing Director of
JanusIntech Institutional Asset
Management
Janus Distributors LLC Senior Vice President and
Managing Director of
JanusIntech Institutional Asset
Management
Janus Services LLC Senior Vice President and
Managing Director of
JanusIntech Institutional Asset
Management
Enhanced Investment Working Director
Technologies, LLC
Jonathan D. Coleman...... Janus Capital Management LLC Co-Chief Investment Officer and
Executive Vice President
</Table>
D-1
<Table>
<Caption>
JANUS CAPITAL/AFFILIATED POSITIONS(S) WITH JANUS CAPITAL
NAME ENTITY NAME OR AFFILIATED ENTITY
- ---- ------------------------ -------------------------------
Gregory A. Frost......... Janus Capital Group Inc. Chief Financial Officer and
Executive Vice President
Janus Capital Management LLC Chief Financial Officer and
Executive Vice President
Janus Capital Asia Limited Director and Assistant
Treasurer
Janus Capital International Director and Assistant
Limited Treasurer
Janus Capital Singapore Pte. Director
Limited
Janus Distributors LLC Chief Financial Officer and
Executive Vice President
Janus Holdings Corporation Senior Vice President,
Controller, and Director
Janus International Holding LLC Executive Vice President,
Controller, and Director
Janus Management Holdings Corp. Chief Financial Officer,
Executive Vice President, and
Director
Janus Services LLC Chief Financial Officer and
Executive Vice President
Bay Isle Financial LLC Chief Financial Officer and
Senior Vice President
Berger Financial Group LLC Vice President
Capital Group Partners, Inc. Senior Vice President,
Controller, and Director
Enhanced Investment Vice President and Working
Technologies, LLC Director
Heidi W. Hardin.......... Janus Capital Management LLC General Counsel, Senior Vice
President, and Secretary
Janus Distributors LLC General Counsel, Senior Vice
President, and Secretary
Janus Services LLC General Counsel, Senior Vice
President, and Secretary
Kelley Abbott Howes...... Janus Capital Group Inc. Chief Administrative Officer,
General Counsel, Executive Vice
President, and Secretary
Janus Capital Management LLC Chief Administrative Officer
and Executive Vice President
Janus Distributors LLC Chief Administrative Officer
and Executive Vice President
Janus Management Holdings Corp. Chief Administrative Officer,
General Counsel, Executive Vice
President, Director, and
Secretary
Capital Group Partners, Inc. Director
Enhanced Investment Vice President
Technologies, LLC
</Table>
D-2
<Table>
<Caption>
JANUS CAPITAL/AFFILIATED POSITIONS(S) WITH JANUS CAPITAL
NAME ENTITY NAME OR AFFILIATED ENTITY
- ---- ------------------------ -------------------------------
Dominic C. Martellaro.... Janus Capital Group Inc. Executive Vice President
Janus Capital Management LLC Executive Vice President
Janus Capital Funds Plc Director
Janus Capital Trust Manager Director
Limited
Janus Distributors LLC President
Janus Services LLC Executive Vice President
Gibson Smith............. Janus Capital Management LLC Co-Chief Investment Officer and
Executive Vice President
Janus Distributors LLC Executive Vice President
Janus Services LLC Executive Vice President
John Zimmerman(1)........ Janus Capital Group Inc. Executive Vice President
Janus Capital Management LLC Executive Vice President
Janus Distributors LLC Executive Vice President
Janus Services LLC Executive Vice President
Enhanced Investment Working Director
Technologies, LLC
</Table>
- ---------------
(1) Mr. Zimmerman resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective August 2007.
D-3
EXHIBIT E
TRUSTEES AND PRINCIPAL EXECUTIVE OFFICERS OF THE
PORTFOLIO AND THEIR PRINCIPAL OCCUPATIONS
TRUSTEES
<Table>
<Caption>
PRINCIPAL
POSITION(S) OCCUPATIONS
NAME, ADDRESS, HELD WITH LENGTH OF DURING THE PAST OTHER DIRECTORSHIPS
AND AGE THE PORTFOLIO TIME SERVED FIVE YEARS HELD BY TRUSTEE
- ------------------------ ------------- ------------ ---------------------- ----------------------
William F. McCalpin..... Chairman 1/08-Present Private Investor. Chairman of the Board
151 Detroit Street Formerly, Vice and Director of The
Denver, CO 80206 Trustee 6/02-Present President of Asian Investment Fund for
DOB: 1957 Cultural Council and Foundations Investment
Executive Vice Program (TIP)
President and Chief (consisting of 4
Operating Officer of funds) and the F.B.
The Rockefeller Heron Foundation (a
Brothers Fund (a private grantmaking
private family foundation).
foundation)
(1998-2006).
Jerome S. Contro........ Trustee 11/05-Present General partner of Chairman of the Board
151 Detroit Street Crosslink Capital, a and Trustee of RS
Denver, CO 80206 private investment Investment Trust
DOB: 1956 firm (since 2008). (consisting of 40
Formerly, partner of funds) (since 2001),
Tango Group, a private and Director of
investment firm Envysion, Inc.
(1999-2008). (internet technology),
Lijit Networks Inc.
(internet technology),
and LogRhythm Inc.
(software solutions).
John W. McCarter, Jr.... Trustee 6/02-Present President and Chief Chairman of the Board
151 Detroit Street Executive Officer of and Director of
Denver, CO 80206 The Field Museum of Divergence Inc.
DOB: 1938 Natural History (biotechnology firm);
(Chicago, IL) (since Director of W.W.
1997). Grainger, Inc.
(industrial
distributor); and
Trustee of WTTW
(Chicago public
television station)
and the University of
Chicago.
Dennis B. Mullen........ Trustee 9/93-Present Chief Executive Chairman of the Board
151 Detroit Street Officer of Red Robin (since 2005) and
Denver, CO 80206 Gourmet Burgers, Inc. Director of Red Robin
DOB: 1943 (since 2005). Gourmet Burgers, Inc.;
Formerly, private and Director of Janus
investor. Capital Funds Plc
(Dublin-based,
non-U.S. funds).
</Table>
E-1
<Table>
<Caption>
PRINCIPAL
POSITION(S) OCCUPATIONS
NAME, ADDRESS, HELD WITH LENGTH OF DURING THE PAST OTHER DIRECTORSHIPS
AND AGE THE PORTFOLIO TIME SERVED FIVE YEARS HELD BY TRUSTEE
- ------------------------ ------------- ------------ ---------------------- ----------------------
James T. Rothe.......... Trustee 1/97-Present Co-founder and Director of Red Robin
151 Detroit Street Managing Director of Gourmet Burgers, Inc.
Denver, CO 80206 Roaring Fork Capital
DOB: 1943 Management, LLC
(private investment in
public equity firm),
and Professor Emeritus
of Business of the
University of
Colorado, Colorado
Springs, CO (since
2004). Formerly,
Professor of Business
of the University of
Colorado (2002-2004);
and Distinguished
Visiting Professor of
Business (2001-2002)
of Thunderbird
(American Graduate
School of
International
Management), Glendale,
AZ.
William D. Stewart...... Trustee 9/93-Present Corporate Vice N/A
151 Detroit Street President and General
Denver, CO 80206 Manager of MKS
DOB: 1944 Instruments -- HPS
Products, Boulder, CO
(a manufacturer of
vacuum fittings and
valves).
Martin H. Waldinger..... Trustee 9/93-Present Private Investor and N/A
151 Detroit Street Consultant to
Denver, CO 80206 California Planned
DOB: 1938 Unit Developments
(since 1994).
Formerly, CEO and
President of Marwal,
Inc. (homeowner
association management
company).
Linda S. Wolf........... Trustee 12/05-Present Retired. Formerly, Director of Wal-Mart,
151 Detroit Street Chairman and Chief The Field Museum of
Denver, CO 80206 Executive Officer of Natural History
DOB: 1947 Leo Burnett (Chicago, IL),
(Worldwide) Children's Memorial
(advertising agency) Hospital (Chicago,
(2001-2005). IL), Chicago Council
on Global Affairs, and
InnerWorkings (U.S.
provider of print
procurement
solutions).
</Table>
E-2
OFFICERS
<Table>
<Caption>
TERM OF
OFFICE* AND
NAME, ADDRESS, AND POSITION(S) HELD WITH LENGTH OF PRINCIPAL OCCUPATIONS
AGE FUNDS TIME SERVED DURING THE PAST FIVE YEARS
- ------------------ ------------------------ ------------- --------------------------
Robin C. Beery........ President and Chief 4/08-Present Executive Vice President
151 Detroit Street Executive Officer and Chief Marketing
Denver, CO 80206 Officer of Janus Capital
DOB: 1967 Group Inc. and Janus
Capital; Executive Vice
President of Janus
Distributors LLC and Janus
Services LLC; and Working
Director of Enhanced
Investment Technologies,
LLC. Formerly, President
(2002-2007) and Director
(2000-2007) of The Janus
Foundation; President
(2004-2006) and Vice
President and Chief
Marketing Officer (2003-
2004) of Janus Services
LLC; and Senior Vice
President (2003-2005) and
Vice President (1999-2003)
of Janus Capital Group
Inc. and Janus Capital.
Stephanie Grauerholz-
Lofton.............. Chief Legal Counsel and 1/06-Present Vice President and
151 Detroit Street Secretary Assistant General Counsel
Denver, CO 80206 of Janus Capital, and Vice
DOB: 1970 Vice President 3/06-Present President and Assistant
Secretary of Janus
Distributors LLC.
Formerly, Assistant Vice
President of Janus Capital
and Janus Distributors LLC
(2006).
Andrew J. Iseman**.... President and Chief 3/07-4/08 Executive Vice President
151 Detroit Street Executive Officer and Chief Operating
Denver, CO 80206 Officer of Janus Capital
DOB: 1964 Group, Inc. and Janus
Capital; President of
Janus Services LLC; and
Director of Capital Group
Partners, Inc. Formerly,
Senior Vice President of
Enhanced Investment
Technologies, LLC (2005-
2007); Senior Vice
President of Janus Capital
Group, Inc. (2007) and
Janus Capital (2007); and
Vice President of Janus
Capital (2003-2005) and
Janus Services LLC
(2003-2004).
</Table>
E-3
<Table>
<Caption>
TERM OF
OFFICE* AND
NAME, ADDRESS, AND POSITION(S) HELD WITH LENGTH OF PRINCIPAL OCCUPATIONS
AGE FUNDS TIME SERVED DURING THE PAST FIVE YEARS
- ------------------ ------------------------ ------------- --------------------------
David R. Kowalski..... Vice President, Chief 6/02-Present Senior Vice President and
151 Detroit Street Compliance Officer, and Chief Compliance Officer
Denver, CO 80206 Anti-Money Laundering of Janus Capital, Janus
DOB: 1957 Officer Distributors LLC, and
Janus Services LLC; Chief
Compliance Officer of Bay
Isle Financial LLC; and
Vice President of Enhanced
Investment Technologies,
LLC. Formerly, Chief
Compliance Officer of
Enhanced Investment
Technologies, LLC (2003-
2005); Vice President of
Janus Capital (2000-2005),
and Janus Services LLC
(2004-2005); and Assistant
Vice President of Janus
Services LLC (2000-2004).
Jesper Nergaard....... Chief Financial Officer 3/05-Present Vice President of Janus
151 Detroit Street Capital. Formerly,
Denver, CO 80206 Vice President, 2/05-Present Director of Financial
DOB: 1962 Treasurer, and Principal Reporting for
Accounting Officer OppenheimerFunds, Inc.
(2004-2005); Site Manager
and First Vice President
of Mellon Global
Securities Services
(2003); and Director of
Fund Accounting, Project
Development, and Training
of INVESCO Funds Group
(1994-2003).
</Table>
- ---------------
* Officers are elected at least annually by the Trustees for a one-year term
and may also be elected from time to time by the Trustees for an interim
period.
** Mr. Iseman resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective April 2008.
E-4
EXHIBIT F
LEGAL MATTERS -- TO BE FILED
F-1
FORM OF PROXY CARD
PROXY JANUS ASPEN MID CAP VALUE PORTFOLIO PROXY
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD [_____________], 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS ASPEN SERIES. The
undersigned, revoking any previous proxies, hereby appoints Robin C. Beery,
Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as attorneys
and proxies, with full power of substitution to each, to vote the shares which
the undersigned is entitled to vote at the Special Meeting of Shareholders
("Meeting") of Janus Aspen Mid Cap Value Portfolio to be held at the JW Marriott
Hotel, 150 Clayton Lane, Denver, CO on [_____________], 2008 at [10:00 a.m.]
Mountain Time and at any adjournment(s) or postponement(s) of such Meeting. As
to any other matter that properly comes before the Meeting or any adjournment(s)
or postponement(s) thereof, 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.
[VOTE VIA THE INTERNET:]
[VOTE VIA THE TELEPHONE:]
NOTE: Please sign exactly as your name(s) appears on the
Proxy. If you are signing this Proxy for a corporation,
estate, trust or in other fiduciary capacity, for example,
as a trustee, please state that capacity or title along with
your signature.
----------------------------- --------------------
Signature Date
----------------------------- --------------------
Signature (Joint Owners) Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW.
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [ ]
- APPROVE A NEW SUBADVISORY AGREEMENT BETWEEN JANUS CAPITAL MANAGEMENT LLC
AND PERKINS, WOLF, MCDONNELL AND COMPANY, LLC, WITH RESPECT TO JANUS
ASPEN MID CAP VALUE PORTFOLIO.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN
JANUS CAPITAL MANAGEMENT LLC AND JANUS ASPEN SERIES, ON BEHALF OF JANUS
ASPEN MID CAP VALUE PORTFOLIO.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]