Exhibit (h)(12)
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 July 1, 2004,
as amended, provides for compensation payable to Janus Capital Management LLC
("JCM") with respect to Flexible Bond 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,
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 0.55% 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, the
"Performance Adjustment" if the Fund has a performance-based investment
advisory fee, 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 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
