Exhibit 8(hhh)
[ September , 2005 ]
Xxxxx Adviser Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated [ ], 2005,
provides for compensation payable to Janus Capital Management LLC ("JCM") with
respect to Janus Adviser Risk-Managed Value Fund (the "Fund"). This letter is to
inform you that JCM will waive a portion of its fee from the date the Fund
commences operations 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 0.60% 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 I 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 I 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. 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 Fund, provided that at no time
during the term of this letter shall the expenses allocated to any
class of the Fund, with the exceptions noted above, exceed 0.60% 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
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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Xxxxx X. Xxxxxx, Chief Financial Xxxxxx X. Xxxxxx, President
Officer and Executive Vice President and Chief Executive Officer
