EXHIBIT 9(d)
TRANSFER AGENCY AGREEMENT
Agreement made as of this 27th day of September, 1995, 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 Service Corporation, a Colorado
corporation ("JSC").
The Trust desires to appoint JSC as transfer agent for the Funds and JSC
desires to accept such appointment. In consideration of the mutual covenants
herein contained, the parties agree as follows:
1. Appointment of JSC. The Trust appoints JSC as the transfer agent for the
Funds, and JSC 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, JSC 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 JSC. JSC represents and warrants that it
is a corporation duly organized, existing and in good standing under
Colorado 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 state
securities laws, and that the Trust is empowered under applicable laws and
by its Agreement and Declaration of Trust to enter into and perform this
Agreement.
4. Duties of JSC. As transfer agent for the Funds, JSC 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 JSC 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;
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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; and
k. 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, JSC agrees that all records maintained by JSC relating to
the services performed by JSC 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 JSC 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. JSC 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 JSC on overnight
balances in deposit, dividend disbursement or redemption accounts
maintained on the Funds' behalf. The Funds shall promptly pay to JSC
the amount of such billing.
6. Reliance by Transfer Agent. JSC 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. JSC 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. JSC shall not be responsible for, and the Trust shall hold harmless
and indemnify JSC 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 JSC pursuant to
this Agreement, unless JSC'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 JSC is indemnified hereunder. JSC 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 JSC with
reasonable, satisfactory security and indemnity against such expense
or liability.
b. JSC 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 JSC to comply with the terms of this
Agreement due to JSC'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 JSC or its assigns
that materially interferes with the business operation of a Fund;
(ii) The bankruptcy of JSC or its assigns or the appointment of a
receiver for JSC or its assigns;
(iii)Any merger, consolidation, or sale of substantially all the
assets of JSC or its assigns;
(iv) Failure by JSC 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 JSC.
d. In the event of termination, JSC 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 JSC 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 JSC 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
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 Agreement and Declaration of Trust describes in detail
the respective responsibilities and limitations on liability of the
Trustees, officers and shareholders of the Trust.
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13. Miscellaneous.
a. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust or JSC, 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.
JANUS INVESTMENT FUND
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
JANUS SERVICE CORPORATION
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: President
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APPENDIX A
Janus Money Market Fund
Janus Government Money Market Fund
Janus Tax-Exempt Money Market Fund
Janus High-Yield Fund
Janus Olympus Fund
APPENDIX B
JSC shall be paid $16.00 per shareholder account per year plus reasonable
out-of-pocket expenses incurred in connection with its services as transfer
agent. Such fee shall be payable monthly and shall be subject to reduction as
set forth in section 5.c. of this Agreement. If an account is opened or closed
on other than the first or last day of a month, respectively, such fees shall be
adjusted on a pro rata basis based upon the number of days the account was
opened.
Notwithstanding the above, however, JSC agrees that it shall not look to the
Funds or the Trust for compensation for its services provided under this
Agreement to Janus Money Market Fund, Janus Government Money Market Fund or
Janus Tax-Exempt Money Market Fund (collectively, the "Money Funds"). JSC shall
be compensated for its services to the Money Funds entirely by Janus Capital
Corporation, the administrator to the Money Funds pursuant to the Administration
Agreement between Janus Capital Corporation and the Money Funds.
