Exhibit 8(zzz)
May 30, 2008
▇▇▇▇▇ Adviser Series
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Ladies and Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated May 30, 2008,
provides for compensation payable to Janus Capital Management LLC ("JCM") with
respect to Janus Adviser International Forty Fund (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 December 1, 2009, 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, and Class S
Shares of the Fund pursuant to a Rule 12b-1 Plan, the administrative
services fee payable by 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, dividends, taxes, brokerage
commissions 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 any 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.
This waiver/reimbursement will continue in effect until December 1, 2009, 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
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Chief Financial Officer and Vice President, Secretary and
Executive Vice President Chief Legal Officer