Exhibit (h)(15)
December 11, 2009
Xxxxx Xxxxx Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated May 1, 2009,
as amended, provides for compensation payable to Janus Capital Management LLC
("JCM") with respect to Modular Portfolio Construction Portfolio (the "Fund").
This letter is to inform you that JCM will waive a portion of its fee from May
1, 2010 until May 1, 2011, under the following conditions:
In the event the operating expenses allocated to any class of the Fund
(excluding any expenses of any underlying 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 .45% 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 12b-1 fee
payable by Service Shares of the Fund, as well as the amount of any items
not normally considered operating expenses such as interest, dividends,
taxes, brokerage commissions, distribution fees and extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs, acquired fund fees and expenses 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 paid 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 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 the Fund, with the exceptions
noted above, exceed 0.45% of average daily net assets. This provision
survives the term of this letter.
This waiver/reimbursement will continue in effect until May 1, 2011, unless
extended. This waiver/reimbursement is applicable only to the Fund and shall not
be applicable to any other series of Janus Aspen Series, whether now existing or
hereafter created.
JANUS CAPITAL MANAGEMENT LLC JANUS ASPEN SERIES
By: /s/ Xxxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxx X. Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Assistant Vice President, Legal Counsel and
General Counsel Secretary
