EXHIBIT 8(b)
JANUS ADVISER
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made this
5th day of August, 2003, between JANUS ADVISER, a Delaware statutory trust (the
"Trust"), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company
("JCM").
W I T N E S S E T H:
WHEREAS, the Trust is or will be registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and has registered or will register its shares for public offering
under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Trust is authorized to create separate funds, each with
its own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares (each a "Fund"); and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM
should assist the Trustees and officers of the Trust in the administration of
the Trust and the Funds.
NOW, THEREFORE, the parties agree as follows:
1. Administrative Services. JCM shall perform or cause to be
performed all necessary and appropriate internal accounting,
recordkeeping, and blue sky monitoring and registration
functions of the Funds, including the preparation of reports
and returns incidental thereto.
2. Compensation. The Funds shall reimburse to JCM on a monthly
basis the reasonable costs incurred by JCM in performing the
functions described herein, including without limitation the
salaries of JCM personnel performing those functions, costs of
third party service providers engaged to perform such
functions, applicable systems costs, and other ancillary costs
such as costs associated with DTC confirms and the costs of
the pricing feed into such systems.
3. Termination. This Agreement may be terminated at any time,
without penalty, by either party by giving sixty (60) days
advance written notice of termination to the other party,
addressed to the principal place of business of that other
party.
4. Allocation Among Series. The Trustees shall determine the
basis for making an appropriate allocation of the Trust's
expenses (other than those directly attributable to a Fund)
between and among the Funds.
5. 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 Trust 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 Instrument describes in detail the respective
responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the
Trust.
6. Limitation of Liability of JCM. JCM shall not be liable for
any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission taken
with respect to the Trust, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law.
As used in this Section 6, "JCM" shall include any affiliate
of JCM performing services for the Trust contemplated
hereunder and directors, officers and employees of JCM and
such affiliates.
7. Activities of JCM. The services of JCM to the Trust hereunder
are not to be deemed to be exclusive, and JCM and its
affiliates are free to render services to other parties. It is
understood that trustees, officers and shareholders of the
Trust are or may become interested in JCM as directors,
officers and shareholders of JCM, that directors, officers,
employees and shareholders of JCM are or may become similarly
interested in the Trust, and that JCM may become interested in
the Trust as a shareholder or otherwise.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Administrative Services Agreement as of the date and
year first above written.
JANUS CAPITAL MANAGEMENT LLC
By: /s/ XXXXXX XXXXXX XXXXX
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Xxxxxx Xxxxxx Xxxxx, Vice President
JANUS ADVISER
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, Vice President