EX-4.(FFFF) 24 d39578exv4wxffffy.txt AMENDMENT TO SUB-ADVISORY AGREEMENT - JANUS ADVISER RISK-MANAGED CORE FUND Exhibit 4(ffff) AMENDMENT TO JANUS ADVISER SERIES INVESTMENT SUB-ADVISORY AGREEMENT JANUS ADVISER RISK-MANAGED CORE FUND THIS AMENDMENT is made this 28th day of February, 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 an Investment Sub-Advisory Agreement on behalf of Janus Adviser Risk-Managed Core Fund (the "Fund"), a series of Janus Adviser Series, a Delaware statutory trust (the "Trust"), dated July 1, 2004, and amended January 1, 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 1940 Act) 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 Core Fund has been changed to Janus Adviser INTECH Risk-Managed Core Fund, effective February 28, 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 "Janus Adviser Risk-Managed Core Fund" shall be replaced with "Janus Adviser INTECH Risk-Managed Core 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 Executive Vice President and Chief Financial Officer ENHANCED INVESTMENT TECHNOLOGIES, LLC By: /s/ Andrew J. Iseman --------------------------------------------- Name: Andrew J. Iseman ------------------------------------------- Title: Senior Vice President ------------------------------------------