Exhibit 8(uu)
September 20, 2005
Xxxxx Adviser Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated July 1, 2004,
as amended, provides for compensation payable to Janus Capital Management LLC
("JCM") with respect to Janus Adviser Forty Fund (the "Fund"). This letter is to
inform you that JCM will waive a portion of its fee from November 28, 2005 until
December 1, 2006, 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 0.67% 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, Class R Shares, and Class S Shares of the Fund pursuant to a Rule
12b-1 Plan, the administrative services fee payable by Class R Shares and
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 (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, 2006, 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 sJANUS ADVISER SERIES
By:________________________________________ By:_________________________________
Xxxxx X. Xxxxxx, Chief Financial Officer Xxxxxx X. Xxxxxx, President and
and Executive Vice President Chief Executive Officer
