Exhibit 8(iii)
______________, 2005
Janus Investment Fund
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Gentlemen:
As you know, Section 5 of our Investment Advisory Agreement dated
________________, 2005, provides for compensation payable to Janus Capital
Management LLC ("JCM") with respect to ▇▇▇▇▇ ▇▇▇▇▇ Portfolio--Moderate (the
"Portfolio"). This letter is to inform you that JCM will waive a portion of its
fee from the date of commencement of operations of the Portfolio until March 1,
2007, under the following conditions:
In the event the operating expenses of the Portfolio (excluding any
expenses of an 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 0.20%
of the Portfolio's average daily net assets, JCM shall reduce its fee
payable with respect to the Portfolio by the extent of such excess;
provided, however, there shall be excluded from such expenses the amount
of any items not normally considered operating expenses such as interest,
taxes, brokerage commissions, distribution fees 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 Portfolio. Operating expenses shall be calculated net of balance
credits and similar offset arrangements (excluding directed brokerage
arrangements). Whenever the expenses of the Portfolio exceed a pro rata
portion of this annual expense limitation, the estimated amount of
reimbursement under such limitation shall be offset against the monthly
payment of the fee due to JCM.
For any reimbursement paid by JCM to the Portfolio or any fee reduction by
JCM pursuant to this letter, for a three year period commencing with
operations of the Portfolio, JCM shall be permitted to recoup such
reimbursement or fee reduction from the Portfolio, provided that at no
time during the term of this letter shall the expenses allocated to the
Portfolio, with the exceptions noted above, exceed 0.20% of average daily
net assets. This provision survives the term of this letter.
This waiver will continue in effect until March 1, 2007, unless extended.
This waiver is applicable only to the Portfolio and shall not be applicable to
any other series of Janus Investment Fund, whether now existing or hereafter
created.
JANUS CAPITAL MANAGEMENT LLC JANUS INVESTMENT FUND
By: By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Financial ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and
Officer and Executive Vice President Chief Executive Officer