Exhibit 4(gggg)
AMENDMENT TO
JANUS ASPEN SERIES
INVESTMENT SUB-ADVISORY AGREEMENT
RISK-MANAGED GROWTH PORTFOLIO
THIS AMENDMENT is made this 1st day of May, 2006, 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 Risk-Managed Growth Portfolio (the "Portfolio"), a series
of Janus Aspen Series, a Delaware statutory trust (the "Trust"), 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 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 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 effective May 1, 2006;
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
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Xxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
ENHANCED INVESTMENT TECHNOLOGIES, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
