Exhibit 8(ii)
July 14, 2004
Xxxxx Adviser Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 4 of our Investment Advisory Agreement dated April 3, 2002,
provides for compensation payable to Janus Capital Management LLC ("JCM") with
respect to Janus Adviser Money Market Fund (the "Fund"). This letter is to
inform you that JCM will waive a portion of its fee from September 30, 2004
until December 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 5 of the
Investment Advisory Agreement, for any fiscal year ending on a date on
which this Agreement is in effect, exceed 0.36% 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 I Shares of the Fund pursuant to a
Rule 12b-1 Plan, the administrative services fee payable by Class I
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 (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, 2005, 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/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ----------------------------------
Xxxxx X. Xxxxx, Chief Financial Xxxxxx X. Xxxxxx, President and
Officer and Senior Vice President Chief Executive Officer
