Exhibit 8(iii)
[_____________________, 2006]
Xxxxx Adviser Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement provides for
compensation payable to Janus Capital Management LLC ("JCM") with respect to
Janus Adviser Long/Short Fund (the "Fund"). This letter is to inform you that
JCM will waive all or a portion of its fee, as applicable, from the date of
commencement of operations of the Fund until December 1, 2007, under the
following conditions:
In the event the operating expenses allocated to any class of the Fund,
including the amount payable to JCM pursuant to Section 5 of the Investment
Advisory Agreement, for any fiscal year ending on a date on which this
Agreement is in effect, exceed 1.74% of average daily net assets, JCM shall
reduce its fee payable with respect to the Fund by the extent of such
excess, and/or shall reimburse the Fund (or class as applicable) by the
amount of such excess; provided, however, there shall be excluded from such
expenses the fees payable by Class A Shares, Class C Shares, Class R
Shares, and Class S Shares of the Fund pursuant to a Rule 12b-1 Plan, the
administrative services fee payable by Class R Shares and Class S Shares of
the Fund pursuant to the Transfer Agency Agreement, as well as the amount
of any items not normally considered operating expenses such as interest,
taxes, brokerage commissions and extraordinary expenses (including, but not
limited to, legal claims and liabilities and litigation costs and any
indemnification related thereto) paid or payable by the Fund. Operating
expenses shall be calculated net of balance credits and similar offset
arrangements (excluding any directed brokerage arrangements). Whenever the
expenses allocated to any class of the Fund exceed a pro rata portion of
the applicable annual expense limitations, the estimated amount of
reimbursement under such limitations shall be offset against the monthly
payment of the fee due to JCM and/or by JCM to the Fund (or applicable
class). The waiver or reimbursement shall be allocated to each class of the
Fund in the same manner as the underlying expenses or fees were allocated.
For any reimbursement paid by JCM to the Fund or any fee reduction by JCM
pursuant to this letter, for a three year period commencing with operations
of the Fund, JCM shall be permitted to recoup such reimbursement or fee
reduction from the Portfolio, provided that at no time during the term of
this letter shall the expenses allocated to the Portfolio, with the
exceptions noted above, exceed 1.74% of average daily net assets. This
provision survives the term of this letter.
This waiver/reimbursement will continue in effect until December 1, 2007, unless
otherwise terminated, revised or extended. This waiver/reimbursement is
applicable only to the Fund and shall not be applicable to any other series of
Janus Adviser Series, whether now existing or hereafter created.
JANUS CAPITAL MANAGEMENT LLC JANUS ADVISER SERIES
By: By:
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_________________, Chief Financial _________________, President and
Officer and Executive Vice Chief Executive Officer
President
