[Janus Letterhead]
March 2, 2007
VIA EDGAR
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Mr. Larry Greene
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0505
Re: JANUS ADVISER SERIES (the "Registrant")
1933 Act File No. 333-33978
1940 Act File No. 811-09885
Post-Effective Amendment No. 36
Dear Mr. Greene:
This letter is to respond to your comments made by telephone on Thursday,
January 18, 2007 and Wednesday, February 21, 2006 with respect to Janus Adviser
Series Post-Effective Amendment No. 36. On behalf of the Registrant, responses
to your comments are as follows:
Select Shares Prospectus:
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1. COMMENT: The Staff requested that the Registrant reflect in writing all
comments and responses and carry over comments, as applicable, to the
other Janus Adviser Series prospectuses and Statements of Additional
Information ("SAIs").
RESPONSE: The Registrant acknowledges the comment and confirms that it
has complied.
2. COMMENT: The Staff inquired as to the Registrant's compliance with
designation of an officer of the Funds to supervise anti-money
laundering as required under the USA Patriot Act. The Staff also
requested that Patriot Act disclosure be included in the Funds'
Prospectuses.
RESPONSE: The Trustees of the Registrant have designated an officer of
the Funds to supervise its anti-money laundering program, as required
under the USA Patriot Act. The Trustees have also approved a vendor for
purposes of implementing requirements for customer identification. In
addition, as discussed during our call, information regarding the USA
Patriot Act, which is not required in the prospectus or SAI, is
addressed in the Funds' account application materials, as well as new
account supplemental materials.
3. COMMENT: The Staff indicated that the cover page and certain other
disclosure contained
in the prospectus appeared in all capital letters and requested a
different form of presentation.
RESPONSE: As discussed during the call, the disclosure referenced
appears in bold face type within the prospectus, not all capital
letters. The EDGAR process converts bold face type into all capital
letters.
4. COMMENT: The Staff asked for additional background related to the money
market reorganization and establishment of the various classes of the
Funds.
RESPONSE: The Registrant described the transaction in detail in the
letter dated December 26, 2006, which was filed as correspondence
related to the special meeting of shareholders of Janus Money Market
Fund and Janus Government Money Market Fund, each a series of Janus
Investment Fund ("JIF"), another registered investment company managed
by Janus Capital Management LLC, to be held on February 16, 2007, a
copy of which was previously provided to you via email on February 15,
2007. In addition, as discussed, the Institutional Shares and Service
Shares of Janus Institutional Money Market Fund and Janus Institutional
Government Money Market Fund will contain assets of those same share
classes that exist in Janus Money Market Fund and Janus Government
Money Market Fund, subject to shareholder approval of those assets
transferring from JIF into these series of the Registrant. The other
share classes of Janus Institutional Money Market Fund and Janus
Institutional Government Money Market Fund (Premium, Select and
Primary) are new share classes that are not connected to the spin-off
of JIF assets noted above.
5. COMMENT: The Staff inquired whether Select Shares could impose sales
charges, redemption fees, or exchange fees in light of disclosure that
"Select Shares generally do not impose sales charges, redemption fees,
or exchange fees when you buy or sell the Fund's Shares."
RESPONSE: The word "generally" has been removed from the disclosure, as
Select Shares do not impose sales charges, redemption fees, or exchange
fees.
6. COMMENT: The Staff inquired whether required new "Fund of Funds" rule
disclosure had been included in the prospectus.
RESPONSE: To the extent that the Funds would have underlying fund fees
and expenses that reach the required disclosure threshold, such
disclosure would be included in the fee tables.
7. COMMENT: The Staff indicated that the footnotes to the fees and
expenses table should follow the expense examples.
RESPONSE: As discussed during the call, the Registrant believes that
the most effective presentation of the information is reflected in the
current disclosure and is consistent with
Item 3 of Form N-1A. Additionally, General Instruction C.1(a) to Form
N-1A provides that a fund should use document design techniques that
promote effective communication which the Registrant believes is
consistent with its current disclosure.
8. COMMENT: The Staff inquired whether any expense recoupment was
applicable to the Funds.
RESPONSE: The Registrant confirms that no recoupment is applicable.
9. COMMENT: The Staff inquired whether applicable fee waiver agreements
have been included as exhibits to the filing.
RESPONSE: The Registrant confirms that its practice, although not
required under Part C to Form N-1A, is to include the investment
advisory fee waiver agreements as exhibits in a subsequent
post-effective amendment filing.
10. COMMENT: The Staff asked for confirmation that the disclosed
administrative services fee paid by certain share classes of each Fund
will not be used to pay for distribution that would otherwise be
required to be paid pursuant to a Rule 12b-1 Plan.
RESPONSE: To the best knowledge of the Registrant, the administrative
services fee is designed for payment of administrative services and not
distribution.
11. COMMENT: The Staff asked for confirmation that the Funds do not invest
in inverse floaters and inquired whether the Funds intend to invest in
inverse floaters.
RESPONSE: The Registrant confirms that the Funds do not invest in
inverse floaters and, to the knowledge of the Registrant as of the date
of the prospectus, do not intend to invest in inverse floaters.
12. COMMENT: The Staff inquired whether there was any emerging markets risk
related to the Funds that should be disclosed in the prospectus.
RESPONSE: The Registrant confirms that emerging markets risk disclosure
is not applicable.
13. COMMENT: The Staff indicated that disclosure regarding industry
concentration in the prospectus was inconsistent with fundamental
policy disclosure in the SAI.
RESPONSE: Prospectus disclosure reflects that a Fund may invest more
than 25% of its total assets in tax-exempt securities that are related
in such a way that an economic, business, or political development
affecting one such security could similarly affect the other
securities. The risk of such investments exists outside of specific
industry concentration. The SAI sets forth the general restriction that
a Fund may not purchase securities if 25% or more of the value of its
total assets would be invested in the
securities of issuers conducting their principal business activities in
the same industry (with certain exceptions).
14. COMMENT: The Staff suggested adding single country risk disclosure if a
Fund invests in issuers of a single country if greater than 25%.
RESPONSE: The Registrant acknowledges the comment and, if applicable,
intends to add such disclosure.
15. COMMENT: The Staff indicated that disclosure in the prospectus which
indicates that Institutional Government Money Market Fund "invests
exclusively in" certain securities appears inconsistent with the SAI
which permits broader investments.
RESPONSE: The Registrant has revised prospectus disclosure to reflect
that the Fund "normally invests exclusively" in certain securities.
16. COMMENT: The Staff inquired whether disclosure of fee waivers in the
"Management Expenses" section of the prospectus is consistent with the
information contained in the fee table.
RESPONSE: The Registrant confirms that such disclosure is consistent.
17. COMMENT: The Staff inquired whether notice would be provided if the
minimum investments requirements for the Funds changed.
RESPONSE: The Registrant confirms the prospectus would be supplemented.
Statement of Additional Information
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18. COMMENT: The Staff asked whether industry concentration disclosure was
inconsistent with disclosure in the prospectus.
RESPONSE: See Response to Comment No. 13.
19. COMMENT: The Staff inquired regarding the extent that the Funds may
lend their securities and whether additional disclosures should be
made.
RESPONSE: Disclosure regarding the Funds' potential lending of its
securities is included in the Funds' prospectus and SAI.
20. COMMENT: The Staff indicated that to the extent borrowing by a Fund
exceeds 5%, disclosure should be included in the prospectus. The Staff
indicated that the Registrant should adopt a non-fundamental policy
limiting new investments to the extent that borrowing exceeds 5%.
RESPONSE: As discussed, the Funds do not currently intend to borrow for
leverage. In addition, since the SAI states that "Each Fund may not
borrow money except that a Fund may borrow money for temporary or
emergency purposes (not for leveraging or investment)" and has N-1A
disclosure on borrowing, we respectfully decline to add any new
disclosure in this regard and believe that any such new disclosure may
potentially be confusing given that no Fund intends to do so.
21. COMMENT: The Staff inquired whether securities lending disclosure in
the SAI was applicable to Janus Institutional Government Money Market
Fund, in light of disclosure in the Prospectus that the Fund invests
exclusively in government securities.
RESPONSE: See Response to Comment No. 15.
22. COMMENT: The Staff requested that the Registrant provide a Tandy
representation in a response letter to be filed as correspondence
separate from the filing.
RESPONSE: The Registrant provides its response below.
The Registrant acknowledges responsibility for the adequacy and accuracy of the
disclosure in the filings. In addition, the Registrant acknowledges that Staff
comments, or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff, do not foreclose the Commission from taking any action
with respect to the filing.
If you have any concerns regarding the above responses, please call me at (303)
394-6459. Thank you for your assistance in this matter.
Regards,
/s/ Stephanie Grauerholz-Lofton
Stephanie Grauerholz-Lofton
Vice President, Janus Capital Management LLC
cc: Kelley Abbott Howes, Esq.
Cindy Antonson
Donna Brungardt