Exhibit 4(ddddd)
AMENDMENT TO
JANUS ADVISER SERIES
SUB-ADVISORY AGREEMENT
JANUS ADVISER INTECH RISK-MANAGED VALUE FUND
THIS AMENDMENT is made this 14th day of June, 2006, between JANUS
CAPITAL MANAGEMENT LLC, a Delaware limited liability company ("Janus"), and
ENHANCED INVESTMENT TECHNOLOGIES, LLC, a Delaware limited liability company
("INTECH").
WITNESSETH
WHEREAS, Janus and INTECH are parties to a Sub-Advisory Agreement on
behalf of Janus Adviser INTECH Risk-Managed Value Fund (the "Fund"), a series of
Janus Adviser Series, a Delaware statutory trust (the "Trust"), dated December
30, 2005, as amended February 28, 2006 (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 by (i) 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 0000 Xxx) of the Trust or Janus, INTECH 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);
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 effective date of the termination of the Agreement has
been changed to February 1, 2007;
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. Section 8 of the Agreement shall be deleted in its entirety and
replaced with the following:
"8. Term. This Agreement shall become effective as of the date
first set forth above and shall continue in effect until
February 1, 2007 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 INTECH,
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."
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
ENHANCED INVESTMENT TECHNOLOGIES, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: Senior Vice President
-----------------------------------
