Exhibit 8(aaaa)
September 3, 2008
Xxxxx Adviser Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated September 3,
2008, provides for compensation payable to Janus Capital Management LLC ("JCM"
with respect to Janus Adviser Modular Portfolio Construction 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, 2009, under the following
conditions:
In the event the operating expenses allocated to any class of the Fund
(excluding any expenses of an underlying 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 0.45% of the Fund's 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 and Class S Shares of the
Fund pursuant to a Rule 12b-1 Plan, the administrative services fee payable
by 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, dividends, taxes, brokerage commissions and extraordinary
expenses (including, but not limited to, legal claims and liabilities and
litigation costs, acquired fund fees and expenses 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 limitation, 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 expense or fees were allocated.
This waiver/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 the Fund, with the exceptions
noted above, exceed 0.45% of average daily net assets. This provision
survives the term of this letter.
This waiver/reimbursement will continue in effect until December 1, 2009, 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: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Chief Financial Officer and Vice President, Secretary and
Executive Vice President Chief Legal Counsel
