Exhibit 8(e)
August 5, 2003
Janus Adviser
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
As you know, Section 4 of our Investment Advisory Agreement dated August 5,
2003, provides for compensation to Janus Capital Management LLC ("JCM") with
respect to Janus Adviser International Equity Fund (the "Fund"). This letter is
to inform you that JCM will waive a portion of its fee from August 5, 2003 until
September 30, 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 4 of the
Investment Advisory Agreement, for any fiscal year ending on a date on
which this Agreement is in effect, exceed 1.00% 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 distribution fee payable by
Investor Shares, Class I Shares, Class A Shares and Class C Shares, the
administrative services fee payable by Investor Shares and Class I
Shares and the shareholder servicing fee payable under the 12b-1 plan
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.
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 1.00% of
average daily net assets. This provision survives the term of this
letter.
This waiver/reimbursement will continue in effect until September 30, 2005,
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: /s/ Xxxxxx Xxxxxx Xxxxx
-------------------------
Xxxxxx Xxxxxx Xxxxx
Vice President
