EXHIBIT 8(a)
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT (the "Agreement") is made as of August
5, 2003, by and between Janus Adviser, a Delaware statutory 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 ("JS").
The Trust desires to appoint JS as its transfer agent and JS desires to
accept such appointment.
1. Appointment. Subject to the conditions set forth in this
Agreement, the Trust hereby appoints JS as its transfer agent and JS 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, JS agrees that it will act as transfer agent for the shares so
classified on the terms set forth in this Agreement.
2. Services. JS 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 the Trust as
disclosed in its registration materials or otherwise communicated to JS from
time to time, including, without limitation, the following: 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 Trust shares; preparing and
mailing confirmation forms to shareholders and dealers for purchases and
redemptions of Trust shares and other transactions for which confirmations are
required; paying redemption proceeds and dividends as required by the prospectus
of each series of the Trust and as instructed by shareholders; 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. JS shall maintain such books and records relating to
transactions effected by JS 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. JS 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, JS agrees that all records maintained by
JS relating to the services performed by JS 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 JS for out-of-pocket expenses incurred by JS in connection with its
performance of services rendered under this Agreement. JS shall xxxx the
appropriate class of the Trust as soon as practicable after the end of each
calendar month for the expenses for that month. The class shall promptly pay to
JS the amount of such billing. In addition, JS may receive from the Class I
Shares of the Trust a fee calculated at an annual rate of up to .25% of the
average daily net assets of the Class I Shares of the Trust and may receive from
the Investor Shares of the Trust a fee calculated at an annual rate of up to
..10% of the average daily net assets of the Investor Shares of the Trust. Such
fees compensate JS for providing, or arranging for the provision of,
recordkeeping, subaccounting and administrative services to investors in such
classes.
JS may from time to time earn interest on bank deposit accounts maintained by JS
for purposes of holding redemption proceeds or dividend payments due to
shareholders. JS shall credit all such interest to the Trust on a monthly basis.
6. Responsibility of JS. JS shall use reasonable care in
performing its duties and obligations under this Agreement. JS shall be liable
for any direct damage incurred by the Trust in consequence of JS's negligence,
bad faith, or willful misconduct.
7. Indemnification.
a. JS shall not be responsible for, and the Trust shall
hold harmless and indemnify JS 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 JS or any of its agents pursuant to
this Agreement, unless JS's actions or omissions constitute a breach of the
standard of care under this Agreement. The Trust will be responsible for, and
will have the right to conduct or control the defense of, any litigation
asserting liability against which JS is indemnified hereunder. JS 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 JS with reasonable, satisfactory security
and indemnity against such expense or liability.
b. JS 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 JS to comply with the terms of this
Agreement due to JS's breach of the standard of care under this Agreement.
8. Termination of Agreement.
a. This Agreement may be terminated by either party upon
receipt of sixty (60) days' written notice from the other party.
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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 JS or its assigns that materially interferes with the business operation of
the Trust;
(2) The bankruptcy of JS or its assigns or the
appointment of a receiver for JS or its assigns;
(3) Any merger, consolidation, or sale of
substantially all the assets of JS or its assigns;
(4) Failure by JS 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 JS.
c. In the event of termination, each class of the Trust
will promptly pay JS all amounts due to JS hereunder.
d. In the event of termination, JS 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.
9. 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 JS of any of
its obligations hereunder. JS 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.
10. Governing Law. This Agreement shall be governed by the laws of
the State of Colorado.
11. 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.
12. 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 ADVISER
By: /s/ XXXXXX XXXXXX XXXXX
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Name: Xxxxxx Xxxxxx Xxxxx
Title: Vice President
JANUS SERVICES LLC
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Vice President
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