Exhibit (h)(14)
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 December 31,
2008, as amended, provides for compensation payable to Janus Capital Management
LLC ("JCM") with respect to Xxxxx Xxxxx Xxxxxxx Mid Cap Value 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 0.86% 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
administrative services fee payable by Service Shares of the Fund pursuant
to the Transfer Agency Agreement, 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