Exhibit 4(vvvvv)
AMENDMENT TO
JANUS ADVISER SERIES
SUB-ADVISORY AGREEMENT
JANUS ADVISER INTECH RISK-MANAGED VALUE FUND
THIS AMENDMENT is made this 1st day of January, 2008, 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 (the "Trust"), dated December 30, 2005, and amended February 28,
2006 and June 14, 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 0000 Xxx); and
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.
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 4 of the Agreement shall be deleted in its entirety and replaced
with the following:
"4. Compensation. Janus shall pay to INTECH for its services under
this Agreement a fee equal to 50% of the advisory fee payable to Janus from
the Fund. Fees paid to INTECH 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. 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 this Agreement is effective."
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/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
ENHANCED INVESTMENT TECHNOLOGIES, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: V.P. & General Counsel
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