AMENDMENT TO

                                                                 Exhibit 4(eeee)

                                  AMENDMENT TO

                               JANUS ASPEN SERIES

                          INVESTMENT ADVISORY AGREEMENT

                          RISK-MANAGED GROWTH PORTFOLIO

      THIS AMENDMENT is made this 1st day of May, 2006, between 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 and JCM are parties to an Investment Advisory Agreement
on behalf of Risk-Managed Growth Portfolio (the "Portfolio"), dated July 1, 2004
(the "Agreement");

      WHEREAS, the parties desire to amend the Agreement as set forth in greater
detail below;

      WHEREAS, pursuant to Section 11 of the Agreement, any amendment to the
Agreement is subject to approval (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 Investment Company Act of 1940, as amended
(the "1940 Act")) of any party to the Agreement and, if required by applicable
law, (ii) by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act);

      WHEREAS, the parties have obtained Trustee approval as set forth above,
and the parties agree that a shareholder vote is not required to amend the
Agreement; and

      WHEREAS, the name of Risk-Managed Growth Portfolio has been changed to
Janus Aspen INTECH Risk-Managed Growth Portfolio;

      NOW, THEREFORE, in consideration of the premises and of the mutual
agreements set forth below, the parties agree to amend the Agreement as follows:

      1. All references to "Risk-Managed Growth Portfolio" shall be replaced
with "Janus Aspen INTECH Risk-Managed Growth Portfolio."

      2. The parties acknowledge that the Agreement, as amended, remains in full
force and effect as of the date of this Amendment, and that this Amendment,
together with the Agreement and any prior amendments, contains the entire
understanding and the full and



complete agreement of the parties and supercedes and replaces any prior
understandings and agreements among the parties respecting the subject matter
hereof.

      3. This Amendment may be contemporaneously executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the date first above written.

                                     JANUS CAPITAL MANAGEMENT LLC

                                     By: /s/  Xxxxx X. Xxxxxx
                                         ----------------------------------
                                         Xxxxx X. Xxxxxx
                                         Executive Vice President and
                                         Chief Financial Officer

                                     JANUS ASPEN SERIES

                                     By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
                                         ----------------------------------
                                         Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
                                         Vice President and Secretary