Exhibit 8(o)
July 31, 2003
Janus Adviser 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 Janus Adviser Core Equity Fund (the "Fund"). This letter is to inform you
that JCM will waive a portion of its fee from July 31, 2003 until December 1,
2004, 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 0.75% 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 administrative services fee
and distribution fee payable by Class I Shares of the Fund and the
distribution and shareholder servicing fee payable by Class C Shares of
the Fund, 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 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.
This waiver/reimbursement will continue in effect until December 1, 2004, 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. Early
Vice President
