Exhibit 8(kkk)
[Janus Letterhead]
November 10, 2006
Xxxxx Adviser Series
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated November 28,
2006, provides for compensation payable 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 all or a portion of its fee from the
date the Fund commences operations until December 1, 2008, 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 1.25% 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. 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, 2008, 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 JANUS ADVISER SERIES
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxx X. Xxxxxx, Chief Financial Officer Xxxxxxxxx Xxxxxxxxxx-Xxxxxx,
and Executive Vice President Vice President and Secretary
