[Janus Letterhead]
March 26, 2007
VIA EDGAR
---------
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 amends the Correspondence filing dated March 2, 2007 in response 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. Responses to your comments are filed in their entirety below with
amendments made by this correspondence only to Comments 15 and 21. On behalf of
the Registrant, responses to your comments are as follows:
Select Shares Prospectus:
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 prospectus disclosure regarding the Fund's intent to
exclusively invest in certain securities is not considered to be
inconsistent with the SAI disclosure which provides broader flexibility.
Further clarity regarding any such confusion will be revisited in
subsequent amendments to the registration statement.
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
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: The prospectus disclosure regarding the Fund's intent to
exclusively invest in certain securities is not considered to be
inconsistent with the noted SAI disclosure. Further clarity regarding any
such confusion will be revisited in subsequent amendments to the
registration statement.
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
cc: Kelley Abbott Howes, Esq.
Cindy Antonson
Donna Brungardt