Exhibit 8(cccc)
SECOND AMENDMENT TO THE
JANUS INVESTMENT FUND
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
This AMENDMENT is made this 2nd day of October, 2008, between JANUS INVESTMENT
FUND, a Massachusetts business trust (the "Trust") and JANUS SERVICES LLC, a
Delaware limited liability company ("JSLLC").
WITNESSETH
WHEREAS, the Trust and JSLLC are parties to an Amended and Restated
Transfer Agent Agreement dated June 18, 2002, as amended (the "Agreement");
WHEREAS, the parties desire to amend the Agreement as set forth in
greater detail below;
WHEREAS, the parties have agreed to amend the Agreement to comply with
the Federal Trade Commission's (FTC) "Identity Theft Red Flag and Notices of
Address Discrepancy" provisions, more commonly known as the "Red Flag Rules," as
may be amended from time to time, requiring the establishment of reasonable
policies and procedures to implement guidelines to detect and prevent identity
theft involving shareholders; and
WHEREAS, the parties have obtained appropriate Trustee approval to
amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises set forth and
for other good and valuable consideration, the parties agree to amend the
Agreement as follows:
1. Section 4(k) of the Agreement shall be deleted in its entirety and
replaced with the following:
"k. Undertaking certain anti-money laundering and identity theft
prevention responsibilities as detailed in Janus' Anti-Money
Laundering Program (including customer identification) and Janus'
Identity Theft Prevention Program as approved by the Trustees pursuant
to the USA PATRIOT Act and the Bank Secrecy Act, as amended
(collectively, the "AML Acts"), and the Red Flag Rules, respectively.
(i) JSLLC shall perform the services necessary to ensure
that the Trust is in compliance with the AML Acts
including but not limited to implementing policies and
procedures, screening for customer identification,
maintaining books and records and responding to
requests for information pursuant to AML Acts.
(ii) JSLLC shall perform the services necessary to ensure
that the Trust is in compliance with the Red Flag Rules
including but not limited to implementing and updating
applicable policies and procedures, identifying
patterns, practices or activities that indicate the
possible existence of identity theft, and responding to
and mitigating identity theft."
2. Section 4(m) of the Agreement shall be deleted in its entirety and
replaced with the following:
"m. JSLLC shall create and maintain books and records as required
for the Trust by the AML Acts and Red Flag Rules and make such books
and records available for inspection to the FTC, U.S. Department of
Treasury's Financial Crimes Enforcement Network and the Securities and
Exchange Commission as may be requested pursuant to the Red Flag Rules
and AML Acts. JSLLC will notify the Trust of any such requests."
3. The parties acknowledge that the Agreement, as amended, remains in
full force and effect as of the date of this Amendment, and that this
Amendment, together with the Agreement and any prior amendments,
contains the entire understanding and the full and complete agreement
of the parties and supersedes and replaces any prior understandings
and agreements among the parties respecting the subject matter hereof.
4. This Amendment may be contemporaneously executed in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the date first above written.
JANUS SERVICES LLC JANUS INVESTMENT FUND
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Senior Vice President and Vice President and Secretary
Chief Financial Officer