EXHIBIT 4(ff)
FORM OF AMENDMENT TO
JANUS ADVISER SERIES
INVESTMENT SUB-ADVISORY AGREEMENT
JANUS ADVISER RISK-MANAGED LARGE CAP GROWTH FUND
THIS AMENDMENT is made this ___ day of September, 2003, between JANUS
CAPITAL MANAGEMENT LLC, a Delaware limited liability company ("Janus"), and
ENHANCED INVESTMENT TECHNOLOGIES, LLC, a Delaware limited liability company
("INTECH").
W I T N E S S E T H
WHEREAS, Janus and INTECH are parties to an Investment Sub-Advisory
Agreement on behalf of Janus Adviser Risk-Managed Large Cap Growth Fund (the
"Fund"), a series of Janus Adviser Series, a Delaware statutory trust (the
"Trust"), dated December 10, 2002, (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 name of Janus Adviser Risk-Managed Large Cap Growth Fund
has been changed to Janus Adviser Risk-Managed Growth Fund effective September
___, 2003;
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 "Janus Adviser Risk-Managed Large Cap Growth
Fund" shall be replaced with "Janus Adviser Risk-Managed Growth Fund."
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:____________________________________________
Xxxxxx Xxxxxx Xxxxx, Vice President
ENHANCED INVESTMENT TECHNOLOGIES, LLC
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
