Exhibit 8(vvv)
March 16, 2007
Xxxxx Adviser Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated March 16,
2007, provides for compensation payable to Janus Capital Management LLC ("JCM")
with respect to Janus Adviser INTECH Risk-Managed International 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, 2008, 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 .65% 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, 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, 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 .65% of average daily net assets. This
provision survives the term of this letter.
This waiver/reimbursement will continue in effect until December 1, 2008, 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 and Secretary
Senior Vice President
