Exhibit 8(dd)
May 1, 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 the
date the Fund commences operations until May 1, 2010, 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 the Fund's 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 Services 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 as well as the
12b-1 fee payable by the Service Shares of 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, 2010, 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/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxx X. Xxxxx, Executive Vice Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
President and Chief Financial Officer Vice President and Secretary
