Exhibit 4(jjj)
FORM OF AMENDMENT TO
JANUS ASPEN SERIES
INVESTMENT ADVISORY AGREEMENT
CAPITAL APPRECIATION PORTFOLIO
THIS AMENDMENT is made this 1st day of May, 2005, between JANUS ASPEN
SERIES, a Delaware statutory trust (the "Trust"), and JANUS CAPITAL MANAGEMENT
LLC, a Delaware limited liability company ("JCM").
W I T N E S S E T H
WHEREAS, the Trust and JCM are parties to an Investment Advisory
Agreement on behalf of Capital Appreciation Portfolio (the "Portfolio"), 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 12 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, if required by applicable
law, (ii) 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 Capital Appreciation Portfolio has been changed to
Forty Portfolio;
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 "Capital Appreciation Portfolio" shall be replaced
with "Forty 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:
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer
and Senior Vice President
JANUS ASPEN SERIES
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and Chief
Executive Officer