Exhibit 4(hhhhh)
FORM OF
AMENDMENT TO
JANUS ASPEN SERIES
SUB-ADVISORY AGREEMENT
JANUS ASPEN INTECH RISK-MANAGED CORE PORTFOLIO
THIS AMENDMENT is made this 9th day of December, 2008, between JANUS
CAPITAL MANAGEMENT LLC, a Delaware limited liability company ("Janus"), and
INTECH INVESTMENT MANAGEMENT, LLC (formerly known as 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 Aspen INTECH Risk-Managed Core Portfolio (the "Fund"), a series of
Janus Aspen Series (the "Trust"), dated July 1, 2004, and amended January 1,
2006, May 1, 2006 and January 1, 2008 (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 ▇▇▇▇ ▇▇▇) 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, Enhanced Investment Technologies, LLC has changed its name to
INTECH Investment Management, LLC.
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 Enhanced Investment Technologies, LLC are deleted and
replaced with INTECH Investment Management, LLC.
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:
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Vice President
INTECH INVESTMENT MANAGEMENT, LLC
By:
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Name:
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Title:
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