[Janus Letterhead]
December 28, 2007
VIA EDGAR
Mr. Larry Greene
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-0505
Re: JANUS ADVISER SERIES (the "Registrant")
1933 Act File No. 333-33978
1940 Act File No. 811-09885
Post-Effective Amendment No. 41
Dear Mr. Greene:
On behalf of the Registrant and its funds (each, a "Fund" and collectively, the
"Funds"), this letter is to respond to your comments made by telephone on
November 14, 2007 with respect to the Registrant's Post-Effective Amendment No.
41 filed pursuant to Rule 485(a) under the Securities Act of 1933 (the "1933
Act") on September 14, 2007. The Staff of the Securities and Exchange
Commission's (the "Staff") comments and the Registrant's responses to Staff
comments are as follows:
1. COMMENT: The Staff requests that the Registrant reflect in writing all
comments and responses and carry over comments, as applicable, to the
Registrant's other Prospectuses and Statements of Additional
Information ("SAIs").
RESPONSE: The Registrant acknowledges the comment and confirms that it
has complied.
Growth & Core Funds ~ Class A Shares and Class C Shares Prospectus
2. COMMENT: The Staff requested confirmation that in cases where funds'
names describe security capitalization (i.e. "Large Cap"), the
Registrant provides disclosure of capitalization ranges.
RESPONSE: The Registrant confirms that in cases where fund names
describe security capitalization, the Registrant provides disclosure of
capitalization ranges.
3. COMMENT: With respect to the "Securities Lending Risk" reflected in the
Prospectus, the Staff asked whether or not the securities lending agent
was affiliated with the Registrant and is a part of a lending program.
If the lending agent is affiliated, the Staff asks that the Registrant
include additional information about the affiliation and fees paid to
the agent. In addition the Staff asked what would cause a "leveraging
effect" for a fund engaging in securities lending.
RESPONSE: The Registrant confirmed that the Registrant participates in
a securities lending program but with an unaffiliated lending agent. A
leveraging effect may occur during securities lending because of the
lending Fund's ability to use proceeds and collateral to purchase other
securities.
4. COMMENT: With respect to Janus Adviser Growth and Income Fund, what
does disclosure concerning "other securities with equity
characteristics (including the use of swaps)" mean?
RESPONSE: As discussed, the disclosure, which lists equity securities
in which the Fund may invest, also includes the concept that other
securities may be identified which have equity characteristics. These
securities may include swaps, which provide exposure to the equity
market.
5. COMMENT: With respect to Janus Adviser Growth and Income Fund, the
Staff asked if the Fund had a large, single country emerging markets
investment and, if so, indicated that the percentage of any country
concentration should be disclosed in the prospectus.
RESPONSE: In response to prior Staff comment regarding emerging markets
disclosure, the Registrant has included the specific percentage of
emerging markets allocation as of a Fund's fiscal year end, as
applicable. The Registrant believes that specific country allocation is
more appropriate in shareholder reports and Form N-Q. As previously
discussed with and agreed to by the Staff, disclosure was previously
added directing investors to shareholder reports and Form N-Q for a
summary of investments by country.
6. COMMENT: The Staff suggests that the footnotes to the Fees and Expenses
table follow the expense examples.
RESPONSE: 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.
7. COMMENT: The Staff stated that the performance fee structure is more
properly characterized as a fixed-rate that is adjusted rather than a
"rate that adjusts up or down."
RESPONSE: The disclosure, which was also contained in the proxies
provided to shareholders, does in fact indicate that the fee is
calculated by applying a fixed-rate advisory fee plus or minus a
performance fee adjustment.
8. COMMENT: With respect to the footnote to the "Fees and Expenses" table
pertaining to contractual expense waivers, the Staff questioned what
type of dividends are contemplated in the exclusions.
RESPONSE: As discussed during our call, the reference pertains to
dividends on short sales.
9. COMMENT: The Staff commented that if the Funds' disclosure stating
"Within the parameters of its specific investment policies, each Fund
may invest in foreign securities..." allows the Funds to invest in
emerging markets, the Registrant should add emerging markets to the
discussion.
RESPONSE: As discussed during our call, the corresponding emerging
markets discussion is on the page following the foreign securities
discussion.
Alternative Funds ~ Class A Shares and Class C Shares Prospectus
10. COMMENT: With respect to Janus Adviser Long/Short Fund, the Staff asked
whether, under section titled "Performance Information," the statement
"Performance information for certain periods is included in the Fund's
first annual and/or semiannual report" was true.
RESPONSE: The Registrant confirms that performance information for the
period following the Fund's effective date (August 1, 2006) is
reflected in the Fund's annual and semiannual reports.
11. COMMENT: With respect to Janus Adviser Global Real Estate Fund, the
Staff notes that in the cases of funds with global, international,
foreign, or worldwide in their names, such funds should each invest in
securities of at least ten countries and have invested at least 40% of
its assets in securities of foreign countries, excluding the U.S.
RESPONSE: Consistent with investment policies and restrictions of the
Fund, the Registrant has previously added or revised disclosure as
appropriate to reflect that such funds invest in several countries. The
Registrant believes its investment policies are consistent with formal
SEC guidance.
12. COMMENT: With respect to Janus Adviser Global Real Estate Fund, the
Staff noted that having "Real Estate" in the Fund's name makes the Fund
subject to the Fund Names Rule.
RESPONSE: The Registrant confirms that the Fund's investment strategy
is consistent with the adopting release for Rule 35d-1.
13. COMMENT: As it applies to the Fund Names Rule, the Staff asked the
Registrant to explain how the Fund defines real estate.
RESPONSE: In its disclosure, the Registrant indicates that the Fund
invests at least 80% of its net assets in equity and debt securities of
"real estate-related companies." Real estate-related companies include
(1) companies that are typically classified as being in the real estate
industry and (2) companies that are in real estate-related industries.
Real estate-related industries include companies that generally (i)
derive at least 50% of their revenue from ownership, construction,
extraction financing, management, operation, sales or development of
real estate, or from businesses which have a clear relationship to
these activities; (ii) have at least 50% of their assets in real
estate; or (iii) have more than 50% of their net asset value accounted
for by real estate.
14. COMMENT: With respect to Janus Adviser Global Real Estate Fund, the
Staff asked whether or not there is specific disclosure related to the
risks associated with subprime mortgage investments and the current
real estate market.
RESPONSE: The Registrant has included additional risk disclosure
associated with investments in mortgage-backed securities comprised of
subprime mortgages and general market deterioration.
15. COMMENT: The Staff stated its view that Rule 13a-1 under the Investment
Company Act of 1940 is intended to apply to non-diversified funds which
temporarily become diversified, not non-diversified funds which
normally operate as diversified funds. The disclosure should accurately
reflect Janus Adviser Global Real Estate Fund's subclassification.
RESPONSE: Item 2 of Form N-1A indicates that a Fund classified as
non-diversified include disclosure that it "may" invest a larger
portion of its assets in fewer issuers. The Registrant believes its
disclosure is consistent with Form N-1A.
16. COMMENT: The Staff suggests that the footnotes to the "Fees and
Expenses" table follow the expense examples.
RESPONSE: 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.
17. COMMENT: With respect to Janus Adviser Long/Short Fund, the Staff
indicated that it may request, in future reviews, additional disclosure
regarding expense recoupment by Janus Capital permitted pursuant to an
expense limitation agreement between the Registrant and Janus Capital.
RESPONSE: The Registrant confirms that the Fund has the ability to
recoup certain expenses as described in the Fund's expense limitation
agreement. As previously discussed, the contractual expense waivers
apply if total operating expenses (excluding certain expenses) exceed a
certain limit, and recoupment is only possible if the expense ratio
falls below the expense limit, and only for a period of three years
subsequent to the Fund's commencement of operations.
18. COMMENT: The Staff noted that the term "junk bonds" should be added in
association with the term "non-investment grade bonds."
RESPONSE: The Registrant acknowledges the comment and confirms that it
has complied.
19. COMMENT: The Staff commented that it is necessary to discuss the risks
of unsponsored depositary receipts in association with the Funds'
investments in foreign securities.
RESPONSE: The risks of unsponsored American Depositary Receipts are
discussed in the SAI under "Depositary Receipts."
Risk-Managed Funds ~ Class A Shares and Class C Shares Prospectus
20. COMMENT: With respect to Janus Adviser INTECH Risk-Managed
International Fund, the Staff notes that in the cases of funds with
global, international, foreign, or worldwide in their names, such funds
should each invest in securities of at least ten countries and have
invested at least 40% of its assets in securities of foreign countries,
excluding the U.S.
RESPONSE: Consistent with investment policies and restrictions of the
Fund, the Registrant has previously added or revised disclosure as
appropriate to reflect that such funds invest in several countries. The
Registrant believes its investment policies are consistent with formal
SEC guidance.
21. COMMENT: The Staff suggests that the footnotes to the "Fees and
Expenses" table follow the expense examples.
RESPONSE: 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.
22. COMMENT: With respect to Janus Adviser INTECH Risk-Managed Value Fund
and Janus Adviser INTECH Risk-Managed International Fund, the Staff
indicated that it may request, in future reviews, additional disclosure
regarding expense recoupment by Janus Capital permitted pursuant to an
expense limitation agreement between the Registrant and Janus Capital.
RESPONSE: The Registrant confirms that each Fund has the ability to
recoup certain expenses as described in the Fund's expense limitation
agreement. As previously discussed, the contractual expense waivers
apply if total operating expenses (excluding certain expenses) exceed a
certain limit, and recoupment is only possible if the expense ratio
falls below the expense limit, and only for a period of three years
subsequent to each Fund's commencement of operations.
23. COMMENT: Clarify the sentence under "Special Situations" that states
"INTECH's mathematical investment process may select companies that are
deemed by the market to be a special situation only to the extent they
are included in the Funds' respective benchmark index."
RESPONSE: INTECH will only invest in special situation companies (i.e.,
companies with significant business problems) if they are a part of the
Funds' benchmark index.
International & Global Funds ~ Class A Shares and Class C Shares Prospectus
24. COMMENT: With respect to each Fund, the Staff notes that in the cases
of funds with global, international, foreign, or worldwide in their
names, such funds should each invest in securities of at least ten
countries and have invested at least 40% of its assets in securities of
foreign countries, excluding the U.S.
RESPONSE: Consistent with investment policies and restrictions of the
Funds, the Registrant has previously added or revised disclosure as
appropriate to reflect that such funds invest in several countries. The
Registrant believes its investment policies are consistent with formal
SEC guidance.
25. COMMENT: With respect to Janus Adviser International Equity Fund and
the disclosure stating "The Fund may invest in emerging markets, but
will normally limit such investments to 15% of its net assets...," the
Staff asked whether or not the investments could be illiquid, and if
so, the Fund would need to take appropriate steps.
RESPONSE: As discussed during the call, the Registrant confirms that
should a security become illiquid and exceed the 15% guideline limit,
it will take steps deemed appropriate by it or Janus Capital. The
Registrant notes that the emerging market disclosure is not related to
the 15% illiquid guideline.
26. COMMENT: With respect to Janus Adviser Global Research Fund, the Staff
noted that if the Fund had a large, single country emerging markets
investment, the Staff would expect disclosure noting the percentage of
any specific country concentration.
RESPONSE: In response to prior Staff comment regarding emerging markets
disclosure, the Registrant includes, as applicable, the specific
percentage of emerging markets allocation as of a Fund's fiscal year
end. The Registrant believes that specific country allocation is more
appropriate in shareholder reports and Form N-Q. Disclosure was
previously added directing investors to shareholder reports and Form
N-Q for a summary of investments by country.
27. COMMENT: With respect to Janus Adviser Global Research Fund, the Staff
asked whether there are limits to holding cash as it pertains to the
statement "However, if the Research Team does not have high conviction
in enough investment opportunities, the Fund's uninvested assets may be
held in cash or similar instruments."
RESPONSE: The Registrant updated the statement to include "under
unusual circumstances." Under normal circumstances, the Fund intends to
invest in accordance with its investment objective and strategy.
28. COMMENT: With respect to Janus Adviser Global Research Fund, the Staff
stated that the related performance disclosure should be clear that the
performance reflected is that of a composite rather than the Fund.
RESPONSE: As discussed during our call, the disclosure states "The
performance shows the historical track record of the investment
personnel and should not be relied upon as an indication of the future
performance of the Fund."
Statement of Additional Information
29. COMMENT: The Staff stated its view that Rule 13a-1 under the Investment
Company Act of 1940 is intended to apply to non-diversified funds which
temporarily become diversified, not non-diversified funds which
normally operate as diversified funds. Disclosure should accurately
reflect Janus Adviser Global Real Estate Fund's subclassification.
RESPONSE: Item 2 of Form N-1A indicates that a Fund classified as
non-diversified include disclosure that it "may" invest a larger
portion of its assets in fewer issuers. The Registrant believes its
disclosure is consistent with Form N-1A. As such, the SAI indicates the
Fund's classification as non-diversified.
30. COMMENT: With respect to Janus Adviser Global Real Estate Fund, the
Staff indicated that disclosure regarding industry concentration in the
SAI was inconsistent with disclosure in the prospectus pertaining to
the Fund's investment strategy.
RESPONSE: The SAI sets forth the fundamental policy that the Fund may
invest 25% or more in real estate or real estate-related industries as
a concentration policy under the 1940 Act, which is in addition to and
separate from the Fund's 80% investment strategy as it relates to the
Fund Names Rule.
31. COMMENT: With respect to the "Foreign Securities" disclosure and the
reference to depositary receipts, the Staff commented that it is
necessary to discuss the risks of unsponsored depositary receipts in
association with the Funds' investments in foreign securities.
RESPONSE: As discussed during our call, the risks of unsponsored
American Depositary Receipts are discussed under "Depositary Receipts"
found on the following page of the SAI.
32. COMMENT: With respect to disclosure related to options on foreign
currencies, forward contracts, and foreign instruments, the Staff asked
about underlying instruments to the derivatives.
RESPONSE: The SAI includes a detailed discussion regarding each type of
derivative.
33. COMMENT: The Staff noted that disclosure regarding the structure and
method of portfolio manager compensation requires identification of any
benchmark by which performance is measured.
RESPONSE: The Registrant confirms that benchmarks for measuring
portfolio manager compensation are identified in the SAI.
34. COMMENT: At the end of the "Net Asset Value Determination" section, the
Staff requested an explanation as to how prompt the Registrant
reprocesses NAV errors.
RESPONSE: As discussed during our call, the timing of reprocessing is
dependent upon when an NAV error is detected. If the Registrant
determines reprocessing is needed, the Registrant reprocesses as soon
as possible after becoming aware of the NAV error.
35. 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)
336-4562. Thank you for your assistance in this matter.
Regards,
/s/ Rodney A. DeWalt
Rodney A. DeWalt
Associate Counsel
cc: Stephanie Grauerholz-Lofton, Esq.
Cindy Antonson
Donna Brungardt