Exhibit 4(eeee)

                                  AMENDMENT TO

                              JANUS ADVISER SERIES

                          INVESTMENT ADVISORY AGREEMENT

                      JANUS ADVISER RISK-MANAGED VALUE FUND

         THIS AMENDMENT is made this 28th day of February, 2006, between JANUS
ADVISER SERIES, a Delaware statutory trust (the "Trust"), and JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company ("JCM").

                                   WITNESSETH

         WHEREAS, the Trust and JCM are parties to an Investment Advisory
Agreement on behalf of Janus Adviser Risk-Managed Value Fund (the "Fund"), dated
December 30, 2005 (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 (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 Value Fund has been
changed to Janus Adviser INTECH Risk-Managed Value Fund;

         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 Value Fund" shall be
replaced with "Janus Adviser INTECH Risk-Managed Value 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: /s/ David R. Martin
                                          --------------------------------------
                                          David R. Martin
                                          Chief Financial Officer and
                                          Executive Vice President



                                      JANUS ADVISER SERIES



                                      By: /s/ Kelley Abbott Howes
                                          --------------------------------------
                                          Kelley Abbott Howes
                                          President and Chief Executive Officer