EXHIBIT 8(u)
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
This Amended and Restated Transfer Agency Agreement is made as of this
18th day of June, 2002, between Janus Investment Fund, a Massachusetts business
trust (the "Trust"), on behalf of those series of the Trust set forth on
Appendix A to this Agreement (each, a "Fund" and collectively, the "Funds"), and
Janus Services LLC, a Delaware limited liability company ("JSLLC").
The Trust desires to appoint JSLLC as transfer agent for the Funds and
JSLLC desires to accept such appointment. In consideration of the mutual
covenants herein contained, the parties agree as follows:
1. APPOINTMENT OF JSLLC. The Trust appoints JSLLC as the transfer agent
for the Funds, and JSLLC accepts such appointment and agrees to perform the
duties set forth in this Agreement. If the Trustees of the Trust hereafter
determine to issue additional classes of shares of a Fund, JSLLC agrees that it
will act as transfer agent for the shares so classified on the terms set forth
in this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF JSLLC. JSLLC represents and
warrants that it is a limited liability company duly organized, existing and in
good standing under Delaware law, that it is registered as a transfer agent to
the extent required under the Securities Exchange Act of 1934 and applicable
state law, and that it has taken all requisite corporate proceedings to
authorize it to enter into and perform this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust represents
and warrants that it is a business trust duly organized, existing and in good
standing under Massachusetts law, it is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), that all requisite steps have been or will be taken to register the
Funds' shares for sale under federal and securities laws, and that the Trust is
empowered under applicable laws and by its Amended and Restated Agreement and
Declaration of Trust to enter into and perform this Agreement.
4. DUTIES OF JSLLC. As transfer agent for the Funds, JSLLC shall
perform all usual and ordinary services of a transfer agent of investment
companies, in accordance with the policies and practices of the Trust or the
Funds as disclosed in the Funds' current prospectuses or otherwise communicated
in writing to JSLLC from time to time, including, but not limited to, the
following:
a. Recording the ownership, transfer, conversion, and
cancellation of ownership of shares of a Fund on the books of that Fund;
b. Establishing and maintaining shareholder accounts;
c. Preparing shareholder meeting lists, mailing proxies and
receiving and tabulating proxies;
d. Mailing shareholder prospectuses, annual and semiannual
reports;
e. Recording reinvestments of dividends and distributions in a
Fund's shares;
f. Preparing and mailing confirmation forms to shareholders
and dealers for purchases and redemptions of a Fund's shares and other
transactions for which confirmations are required;
g. Cooperating with banks, broker-dealers and other financial
intermediaries who represent shareholders of the Funds;
h. Investigating all shareholder inquiries related to
shareholder accounts and responding promptly to correspondence from
shareholders;
i. Causing a Fund to redeem a sufficient number of shares in
an account to meet a shareholder's redemption request and instructing the Fund's
custodian to transfer such amounts to a redemption account at the custodian or
another bank;
j. Notifying the Funds' custodian on or before the payable
date of estimated amounts of cash dividends or distributions, which amount shall
be placed in a dividend disbursing account at the custodian or another bank;
k. Undertaking certain anti-money laundering responsibilities
as detailed in Janus' Anti-Money Laundering Program as approved by the Trustees
pursuant to the USA PATRIOT Act; and
l. Maintaining customary records in connection with its
provision of services under this Agreement, and particularly, maintaining those
records required to be maintained pursuant to Rule 31a-1 and for the period and
in the manner prescribed by Rule 31a-2 under the 1940 act. To the extent
required by the 1940 Act and the rules and regulations thereunder, JSLLC agrees
that all records maintained by JSLLC relating to the services performed by JSLLC
pursuant to this Agreement are the property of the Funds and will be surrendered
promptly to the Funds upon request.
5. COMPENSATION.
a. Each Fund shall compensate JSLLC for services rendered
under this Agreement in accordance with the schedule set forth in Appendix B
(the "Fee Schedule").
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b. This provision may be changed from time to time by
attaching to this Agreement a revised Fee Schedule, dated and signed by an
authorized officer of each party hereto.
c. JSLLC shall xxxx each Fund as soon as practicable after the
end of each calendar month for the fee due for that month. Such fee shall be
subject to reduction based on any income earned by JSLLC on overnight balances
in deposit, dividend disbursement or redemption accounts maintained on the
Funds' behalf. The Funds shall promptly pay to JSLLC the amount of such billing.
6. RELIANCE BY TRANSFER AGENT. JSLLC shall be protected in acting upon
any paper or document believed by it to be genuine and to have been signed by a
duly authorized officer of the Trust and shall not be held to have any notice of
any change of authority of any such person until receipt of written
certification thereof from the Trust. JSLLC shall be under no duty or obligation
to inquire into, and shall not be liable for: (a) the legality of the issue or
sale of any shares of a Fund, or the sufficiency of the amount to be received
therefor; (b) the legality of the redemption of any shares of a Fund, or the
propriety of the amount to be paid therefor; (c) the legality of the declaration
of any dividend by a Fund, or the legality of the issue of any shares of a Fund
in payment of any stock dividend; or (d) the legality of any recapitalization or
readjustment of a Fund's shares.
7. STANDARD OF CARE AND INDEMNIFICATION.
a. JSLLC shall not be responsible for, and the Trust shall
hold harmless and indemnify JSLLC from and against, any loss by or liability to
a Fund or a third party (including reasonable attorney's fees and costs) in
connection with any claim or suit asserting any such liability arising out of or
attributable to actions taken or omitted by JSLLC pursuant to this Agreement,
unless JSLLC's actions constitute negligence or willful misconduct. A Fund will
be responsible for, and will have the right to conduct or control the defense
of, any litigation asserting liability against which JSLLC is indemnified
hereunder. JSLLC will not be under any obligation to prosecute or defend any
action or suit with respect to the agency relationship hereunder, which, in its
opinion, may involve it in expense or liability for which it is indemnified
hereunder, unless a Fund will, as often as requested, furnish JSLLC with
reasonable, satisfactory security and indemnity against such expense or
liability.
b. JSLLC will hold harmless and indemnify the Trust from and
against any loss or liability (including reasonable attorney's fees and costs)
arising out of any failure by JSLLC to comply with the terms of this Agreement
due to JSLLC's negligence or willful misconduct.
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8. TERM AND TERMINATION.
a. This Agreement shall become effective as of the date first
written above and shall continue in effect until terminated in accordance with
the provisions hereof.
b. Either of the parties hereto may terminate this Agreement
by giving to the other party a notice in writing specifying the date of such
termination, which shall not be less than 60 days after the date of receipt of
such notice. In the event such notice is given by a Fund, it shall be
accompanied by a resolution of the Trustees of the Trust, certified by the
Secretary, electing to terminate this Agreement and designating a successor
transfer agent.
c. The Trust, in addition to any other rights and remedies,
shall have the right to terminate this Agreement immediately upon the occurrence
at any time of any of the following events:
(i) Any interruption or cessation of operations of
JSLLC or its assigns that materially interferes with the business operation of a
Fund;
(ii) The bankruptcy of JSLLC or its assigns or the
appointment of a receiver for JSLLC or its assigns;
(iii) Any merger, consolidation, or sale of
substantially all the assets of JSLLC or its assigns;
(iv) Failure by JSLLC or its assigns to perform its
duties in accordance with this Agreement, which failure materially adversely
affects the business operations of a Fund and which failure continues for ten
(10) days after receipt of written notice from JSLLC.
d. In the event of termination, JSLLC will use its best
efforts to transfer the books and records of the Funds to the designated
successor agent and to provide other information relating to its services
provided hereunder for reasonable compensation therefor.
9. AMENDMENT. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with the formality
of this Agreement.
10. SUBCONTRACTING. The Trust agrees that JSLLC may, in its discretion,
subcontract for the services to be provided under this Agreement.
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11. ASSIGNMENT.
a. Neither this Agreement nor any rights or obligations
hereunder may be assigned by either party except with the written consent of the
other party; provided, however, that any such assignment shall be subject to the
prior written approval of the Trust and no such assignment will relieve JSLLC of
any of its obligations hereunder.
b. This Agreement will inure to the benefit of and be binding
upon the parties and their respective successors and assigns.
12. LIMITATION OF PERSONAL LIABILITY. All the parties hereto
acknowledge and agree that all liabilities of the Trust arising, directly or
indirectly, under this Agreement, of any and every nature whatsoever, shall be
satisfied solely out of the assets of the Funds and that no Trustee, officer or
holder of shares of beneficial interest of the Trust shall be personally liable
for any of the foregoing liabilities. The Trust's Amended and Restated Agreement
and Declaration of Trust, as amended from time to time, is on file in the Office
of Secretary of State of the Commonwealth of Massachusetts. Such Amended and
Restated Agreement and Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers and
shareholders of the Trust.
13. MISCELLANEOUS.
a. Any notice of other instrument in writing, authorized or
required by this Agreement to be given to the Trust or JSLLC, shall be
sufficiently given if addressed to that party and mailed or delivered to it at
such place as it may from time to time designate in writing.
b. This Agreement shall be construed in accordance with the
laws of the State of Colorado.
c. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
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JANUS INVESTMENT FUND
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: President
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JANUS SERVICES LLC
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: President
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