[Janus Letterhead]
December 31, 2008
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. 46
Dear Mr. Greene:
On behalf of the Registrant and Janus Adviser Perkins Large Cap Value Fund (the
"Fund"), this letter is to respond to your comments made by telephone on
September 17, 2008 with respect to the Registrant's Post-Effective Amendment No.
46 filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended,
on July 8, 2008. The Staff of the Securities and Exchange Commission's (the
"Staff") comments and the Registrant's responses to Staff comments are as
follows:
1. STAFF COMMENT: The Staff requested 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.
2. STAFF COMMENT: The Staff asked the Registrant confirm that disclosure
pertaining to the Fund's performance-based investment advisory fee is
consistent with disclosure for other Janus funds with a similar investment
advisory fee structure, as well as the disclosure reflected in the
Registrant's recent proxy statements.
RESPONSE: The Registrant confirms that the disclosure is consistent across
the Janus funds' documents.
3. STAFF COMMENT: With respect to disclosure describing the Fund's investment
strategies, the Staff asked whether or not "foreign debt securities," as
referenced in relation to the Fund's potential investments in foreign
securities, could include auction-rate securities. Additionally, the Staff
requested explanation as to how an investment in foreign debt securities
would be consistent with the Fund's objective of long-term growth.
RESPONSE: The Registrant confirms that the Fund may invest in auction rate
securities. Currently, the Fund does not anticipate investing in these
types of securities. However, information regarding auction rate securities
is disclosed in the Fund's SAI. Disclosure is intended to be made in the
Prospectus should the Fund invest in auction rate securities as part of its
investment strategy. An investment in foreign debt securities could
increase the Fund's total return. The Fund intends to use debt securities
within the parameters of its investment policies. The Fund's investment
policies allow for the Fund to invest up to 20% of its assets in securities
outside of the 80% investment requirement under Rule 35d-1 under the
Investment Company Act of 1940, as amended (the "1940 Act").
4. STAFF COMMENT: With respect to disclosure related to "Market Risk" stating
"Regardless of how well the individual companies perform, the value of the
Fund's portfolio could also decrease if there is a general decline in
prices on the stock market...a general decline in real estate markets..."
the Staff requested clarification regarding this statement.
RESPONSE: The Registrant responds by stating that the disclosure is
intended to highlight the fact that the market value of the Fund may be
impacted by a decline in market conditions as well as the decline in the
various security markets, including the general stock market, real estate
market, and commodities market. Each factor, singularly or in combination,
may affect the return of the Fund.
5. STAFF COMMENT: The Staff noted a reference to "swap agreements" in the
Fund's derivatives risk disclosure and suggested that the Registrant
closely monitor developments in federal securities laws regarding credit
default swaps and amend disclosure as appropriate.
RESPONSE: The Registrant acknowledges the comment.
6. STAFF COMMENT: Under the Fees and Expenses discussion, the Registrant
references "networking and/or omnibus account expenses." The Staff suggests
that the Registrant consider further clarifying the meaning of "networking
and/or omnibus account expenses."
RESPONSE: The Registrant acknowledges the comment and refers the Staff to
additional disclosure pertaining to "networking and omnibus" fees in the
Shareholder's Guide within the Prospectus. The Registrant believes that the
description in the Guide provides an explanation of these fees.
7. STAFF 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.
8. STAFF COMMENT: With respect to the Fund's potential investments in foreign
securities, including exposure in emerging markets, the Staff asked if the
Fund is subject to risks associated with "pre-emerging" markets.
RESPONSE: The Registrant acknowledges the comment and notes that the Fund
does not currently intend to invest in "pre-emerging" markets. The
Registrant acknowledges that the Fund may have exposure to emerging markets
and has provided adequate disclosure.
9. STAFF COMMENT: The Registrant, in its general risk disclosure, states that
the Fund may be subject to "industry risk." The Registrant also indicated
that the Fund would not be concentrated as defined by the 1940 Act. The
Staff requested that the Registrant explain the Fund's disclosure regarding
industry risk.
RESPONSE: As noted during the call, the Fund does not have a policy to
"concentrate" its investments as defined under the 1940 Act. The disclosure
is intended to inform an investor that the Fund's investments in multiple
companies in a particular industry could increase the Fund's exposure to
risk in that industry. The disclosure is not intended to represent that the
Fund has a concentration policy under the 1940 Act.
10. STAFF COMMENT: In the section describing "Other Types of Investments," the
Registrant references the Fund's possible investment in "indexed/structured
securities" and utilization of "various derivative transactions." The Staff
requested that the Registrant include adequate disclosure in its Prospectus
regarding these types of securities and transactions.
RESPONSE: As discussed during the call, the referenced disclosure describes
other types of investments that the Fund is able to utilize within its
specific investment policies.
11. STAFF COMMENT: With respect to disclosure related to the investment
adviser's potential payments to financial intermediaries, and specifically
the statement "The amount of these payments is determined from time to time
by Janus Capital, may be substantial, and may differ for different
financial intermediaries," the Staff requested further explanation as to
whether these payments are in compliance with FINRA Rule 2830(l)(4).
RESPONSE: The Registrant believes that these payments are in compliance
with FINRA Rule 2830(l)(4). The Registrant has described in its Prospectus
what the Registrant believes to be adequate details of the arrangements,
including the structure, the limits, and the circumstances under which
payments are made. The Registrant further describes in the Fund's
Prospectus the possible incentive that some financial intermediaries may
have to sell shares of the Fund.
12. STAFF COMMENT: With respect to disclosure under the Management Expenses
section, the Staff questioned whether the performance-based fee structure
flows through to subadvisory fees paid to Perkins Investment Management LLC
(Perkins) for managing the Fund. In addition, the Staff suggested that the
Registrant amend its disclosure regarding its performance fee structure
to characterize the performance fee as a fixed-rate that is adjusted rather
than a "rate that adjusts up or down."
RESPONSE: As noted by the Registrant during the call, the performance fee
payment structure affects payments made to Perkins. The Registrant also
believes that disclosure included in the Fund's Prospectus and SAI is
consistent with disclosure related to other Janus funds with similar fee
structures and indicates that the fee is calculated by applying a
fixed-rate advisory fee plus or minus a performance fee adjustment.
13. STAFF COMMENT: With respect to disclosure under "Closed Fund Policies," the
Staff requested that the Registrant further explain the statement that "The
closed fund may decline opening new accounts, including eligible new
accounts, if it would be...."
RESPONSE: The statement is intended to inform an investor that although an
account may be considered "eligible" (i.e., an account resulting from
certain circumstances such as divorce), it may be declined if the account
and/or subsequent investments would be deemed as detrimental to the closed
fund or its shareholders.
14. STAFF COMMENT: With respect to disclosure regarding Anti-Money Laundering
Program requirements under the USA PATRIOT Act, the Staff indicated that
the disclosure did not state that the Registrant had designated an officer
of the Fund for purposes of supervising the Registrant's Anti-Money
Laundering Program.
RESPONSE: As discussed during the call, the Trustees of the Registrant have
designated an officer to supervise the anti-money laundering program, and
the Registrant has identified the designated officer in the Trustees and
Officers table of the SAI.
Statement of Additional Information
15. STAFF COMMENT: With respect to the Fund's fundamental policy related to
securities lending, the Staff suggested that the Registrant clarify the
one-third limitation on securities lending and its application to
investments in repurchase agreements, commercial paper, debt securities, or
loans, including assignments and participation interests.
RESPONSE: The Registrant responds by indicating that the one-third
limitation was intended for the Fund lending its securities under a
securities lending program and does not apply to repurchase agreements,
commercial paper, debt securities, or loans, including assignments and
participation interest, which could be considered a form of lending
securities. The Registrant believes that the SAI accurately describes its
policy.
16. STAFF COMMENT: With respect to the Fund's disclosure related to "inverse
floaters," the Staff indicated that they have seen problems resulting in
the need to restate Fund expenses and requested that the Registrant monitor
these problems when investing in inverse floaters.
RESPONSE: The Registrant acknowledges the comment.
17. STAFF 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
Legal Counsel
cc: Stephanie Grauerholz-Lofton, Esq.
Cindy Antonson
Donna Brungardt