CAPITAL PROTECTION AGREEMENT Dated as of [—] Among JANUS ASPEN SERIES, on behalf of its series, Janus Aspen Protected Series – Growth, as the Fund BNP PARIBAS PRIME BROKERAGE INC., as Capital Protection Provider and BNP PARIBAS PRIME BROKERAGE INC.,...Capital Protection Agreement • September 30th, 2011 • Janus Aspen Series • New York
CAPITAL PROTECTION AGREEMENT, dated as of [—], 2011 (this “Agreement”), among Janus Aspen Series (the “Trust”), a statutory trust organized and existing under the laws of Delaware, on behalf of its series (the “Series”), Janus Aspen Protected Series — Growth (the “Fund”); BNP Paribas Prime Brokerage Inc., a Delaware corporation and a registered broker-dealer under the Securities Act (as defined below) as the Capital Protection Provider (in such capacity, the “Capital Protection Provider”) and the Agent (in such capacity, the “Agent”); solely for purposes of Section 4.02 and Section 9.18, Janus Capital Management, LLC, a Delaware limited liability company, as investment adviser to the Fund (the “Adviser”); and, solely for purposes of Sections 2.07, 4.04, 6.02, 9.16, and 9.18, BNP Paribas (the “Guarantor”).
AMENDED AND RESTATED PARENT GUARANTYParent Guaranty • September 30th, 2011 • Janus Aspen Series • New York
This AMENDED AND RESTATED GUARANTY (this “Guaranty”) dated as of April 18, 2011, is made by BNP Paribas, a société anonyme organized under the laws of France (“BNPP” or the “Guarantor”), for the benefit of (i) customers of the Business who have an account (“Clients”) with BNPP’s indirect wholly owned subsidiary, BNP Paribas Prime Brokerage, Inc., a corporation organized under the laws of Delaware and a SEC registered broker-dealer (“BNPPB”); (ii) counterparties to borrowing or lending activities (the “Stock Loan Counterparties”) conducted by BNPPB; (iii) counterparties to repurchase and reverse repurchase transactions (the “Repo Counterparties”) entered into by BNPPB; (iv) counterparties to contracts entered into with BNPPB (other than BNPPB employees), including, without limitation, the Applicable Agreements (as defined herein) (the “BNPPB Counterparties”), and (v) suppliers of, and other providers of goods and services to BNPPB, including third-party custodians (individually, the “Ve
