Exhibit 8(k)
July 1, 2003
Xxxxx Xxxxx Series
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 4 of our Investment Advisory Agreement dated April 3, 2002,
provides for compensation to Janus Capital Management LLC ("JCM") with respect
to International Value Portfolio (the "Fund"). This letter is to inform you that
JCM will waive a portion of its fee from July 1, 2003 until May 1, 2005, 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 4 of the
Investment Advisory Agreement, for any fiscal year ending on a date on
which this Agreement is in effect, exceed 1.25% 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 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 Fund as well as the 12b-1 fee payable by the Service
Shares of the Fund. Operating expenses shall be calculated net of
balance credits and similar offset arrangements (excluding 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 paid 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.
This waiver/reimbursement will continue in effect until May 1, 2005, unless
extended. This waiver/reimbursement is applicable only to the Fund and shall not
be applicable to any other series of the Trust, whether now existing or
hereafter created.
JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Vice President
