Exhibit 8(jjj)
_____________, 2005
Janus Investment Fund
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 Smart Portfolio--Conservative
(the "Portfolio"). This letter is to inform you that JCM will waive a portion
of its fee from the date of commencement of operations of the Portfolio until
March 1, 2007, under the following conditions:
In the event the operating expenses of the Portfolio (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 0.17% of the Portfolio's average daily net assets, JCM shall
reduce its fee payable with respect to the Portfolio by the extent of
such excess; provided, however, there shall be excluded from such
expenses the amount of any items not normally considered operating
expenses such as interest, taxes, brokerage commissions, distribution
fees 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 Portfolio. Operating expenses
shall be calculated net of balance credits and similar offset
arrangements (excluding directed brokerage arrangements). Whenever the
expenses of the Portfolio exceed a pro rata portion of this annual
expense limitation, the estimated amount of reimbursement under such
limitation shall be offset against the monthly payment of the fee due
to JCM.
For any reimbursement paid by JCM to the Portfolio or any fee reduction
by JCM pursuant to this letter, for a three year period commencing with
operations of the Portfolio, 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 0.17% of average
daily net assets. This provision survives the term of this letter.
This waiver will continue in effect until March 1, 2007, unless extended.
This waiver is applicable only to the Portfolio and shall not be applicable to
any other series of Janus Investment Fund, whether now existing or hereafter
created.
JANUS CAPITAL MANAGEMENT LLC JANUS INVESTMENT FUND
By: By:
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Xxxxx X. Xxxxxx, Chief Financial Xxxxxx X. Xxxxxx, President and
Officer and Executive Vice President Chief Executive Officer
