Exhibit 8(q)
Form of Expense Limitation Agreement
November 28, 2003
Janus Adviser Series
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated December 10,
2002, provides for compensation to Janus Capital Management LLC ("JCM") with
respect to Janus Adviser Mid Cap Value Fund (the "Fund"). This letter is to
inform you that JCM will waive a portion of its fee from November 28, 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 5 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
administrative services fee and 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:
--------------------------------
Xxxxxx X. Early
Vice President
