Exhibit 8(g)
AMENDED AND RESTATED
TRANSFER AGENCY AGREEMENT
THIS AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT (the "Agreement")
is made as of December 10, 2002, by and between Janus Aspen Series, a Delaware
business trust (the "Trust") which offers each of its portfolios in one or more
classes of shares, and Janus Services LLC, a Delaware limited liability company
("JSLLC").
The Trust desires to appoint JSLLC as its transfer agent and JSLLC
desires to accept such appointment.
1. Appointment. Subject to the conditions set forth in this
Agreement, the Trust hereby appoints JSLLC as its transfer agent and JSLLC
hereby accepts such appointment with respect to all classes of the Trust. If the
Trustees of the Trust hereafter determine to issue additional classes of shares
of a portfolio, JSLLC agrees that it will act as transfer agent for the shares
so classified on the terms set forth in this Agreement.
2. Services. JSLLC agrees that it will perform or arrange for the
performance by others of all of the customary services of a transfer agent of an
investment company in accordance with the policies and practices of each class
of the Trust as disclosed in its registration materials or otherwise
communicated to JSLLC from time to time, including, without limitation, the
following with respect to each class of the Trust: recording the ownership,
transfer, conversion, and cancellation of ownership of shares of the Trust on
the books of the Trust; establishing and maintaining shareholder accounts;
preparing shareholder meeting lists, mailing proxies, receiving and tabulating
proxies; mailing shareholder reports and prospectuses; recording reinvestments
of dividends and distributions in shares of the Trust; preparing and mailing
confirmation forms to shareholders and dealers for purchases and redemptions of
shares of the Trust and other transactions for which confirmations are required;
cooperating with insurance companies, qualified plans, broker-dealers and
financial intermediaries who represent shareholders of the Trust; and
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.
3. Records. JSLLC shall maintain such books and records relating to
transactions effected by JSLLC pursuant to this Agreement as are required by the
Investment Company Act of 1940 (the "1940 Act"), or by rules or regulations
thereunder, to be maintained by the Trust or its transfer agent with respect to
such transactions. JSLLC shall preserve, or cause to be preserved, any such
books and records for the period and in the manner prescribed by any such law,
rule, or regulation, and shall furnish the Trust such information as to such
transactions and at such times as may be reasonably required by it to comply
with applicable laws and regulations. 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 Trust and will be preserved and will be surrendered
promptly to the Trust upon request.
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4. Share Registration. All requisite steps will be taken by the Trust
from time to time when and as necessary to register the Trust's shares for sale
with the SEC and in all states in which the Trust's shares shall at the time be
offered for sale and require registration.
5. Compensation and Expenses. Each class of the Trust shall reimburse
JSLLC for out-of-pocket expenses incurred by JSLLC in connection with its
performance of services rendered under this Agreement to that class. JSLLC shall
xxxx the appropriate class as soon as practicable after the end of each calendar
month for the expenses for that month. The class shall promptly pay to JSLLC the
amount of such billing. In addition, JSLLC may receive from Service Shares of
Risk-Managed Large Cap Growth Portfolio, Risk-Managed Large Cap Core Portfolio,
Mid Cap Value Portfolio and Small Cap Value Portfolio a fee at an annual rate of
up to .10% of the average daily net assets of the Service Shares of each of
these Portfolios, to compensate JSLLC for providing, or arranging for the
provision of record keeping, sub-accounting, and administrative services to
retirement or pension plan participants, variable contract owners or other
underlying investors investing through institutional channels.
6. 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 the
Trust 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 or any of its agents pursuant
to this Agreement, unless JSLLC's actions or omissions constitute gross
negligence or willful misconduct. The Trust 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 the Trust 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 gross negligence or willful misconduct.
7. Termination of Agreement.
a. This Agreement may be terminated by either party upon receipt of
sixty (60) days' written notice from the other party.
b. 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:
(1) Any interruption or cessation of operations of JSLLC or its
assigns that materially interferes with the business operation of the Trust;
(2) The bankruptcy of JSLLC or its assigns or the appointment of
a receiver
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for JSLLC or its assigns;
(3) Any merger, consolidation, or sale of substantially all the
assets of JSLLC or its assigns;
(4) Failure by JSLLC or its assigns to perform its duties in
accordance with this Agreement, which failure materially adversely affects the
business operations of the Trust and which failure continues for ten (10) days
after receipt of written notice from JSLLC.
c. In the event of termination, each class of the Trust will
promptly pay JSLLC all amounts due to JSLLC hereunder.
d. In the event of termination, JSLLC will use its best efforts to
transfer the books and records of the Trust to the designated successor agent
and to provide other information relating to its services provided hereunder for
reasonable compensation therefore.
8. Assignment.
a. Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other;
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. JSLLC may, however, employ agents to assist it in
performing its duties hereunder.
b. This Agreement will inure to the benefit of and be binding upon
the parties and their respective successors and assigns.
9. Governing Law. This Agreement shall be governed by the laws of the
State of Colorado.
10. Amendments. No provisions of this Agreement may be amended or
modified in any manner, except by a written agreement properly authorized and
executed by both parties hereto.
11. Limitation of Personal Liability. The parties to this Agreement
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 such liabilities.
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IN WITNESS WHEREOF, the parties have executed this Agreement.
JANUS ASPEN SERIES
By: /s/ Xxxxx Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxxx Xxxxx
Title: Vice President
JANUS SERVICES LLC
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: President
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