EXHIBIT 9(c)
JANUS INVESTMENT FUND
FORM OF
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (the "Agreement") is made this 9th day of
December, 1994, between JANUS INVESTMENT FUND, a Massachusetts business trust
(the "Trust"), on behalf of [Janus Money Market Fund] [Janus Government Money
Market Fund] [Janus Tax-Exempt Money Market Fund] (the "Fund"), a separate
series of the Trust and JANUS CAPITAL CORPORATION, a Colorado corporation
("JCC").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered 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 of the Trust; and
WHEREAS, the Fund may offer shares in multiple classes representing
interest in the same portfolio of investments but having potentially different
distribution charges, exchange rights and investment minimum requirements (the
"Classes"); and
WHEREAS, the Trust and JCC have entered into a separate agreement for the
provision of investment advisory services; and
WHEREAS, the Trust and JCC deem it mutually advantageous that JCC should
assist the Trustees and officers of the Trust in the administration of the Fund.
NOW, THEREFORE, the parties agree as follows:
Administrative Services. JCC shall furnish or arrange for the following
services to the Fund incidental to its operations and business: provision of
custody, transfer agency, and fund accounting services; provision of shareholder
servicing; provision of office facilities and personnel necessary to carry on
the business of the Fund; preparation and filing of all documents necessary to
obtain and maintain registration and qualification of the shares of each Class
with the Securities and Exchange Commission and state securities commissions;
clerical, recordkeeping and bookkeeping services; preparation of reports for
distribution to shareholders of the Fund; preparation of prospectuses,
statements of additional information and proxy statements for the Fund or any
Class thereof; preparation and filing of the Fund's required tax reports;
preparation of materials for all meetings of the Trustees (as such materials
pertain to a Fund or any Class thereof); preparation and review of contracts to
which the Fund is a party; monitoring and reporting to Fund officers the Fund's
compliance with investment policies and
restrictions as set forth in the currently effective prospectus and statement of
additional information of the Fund.
Other Services. JCC is hereby authorized to furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Fund as the Fund shall determine to be desirable.
Obligations of Trust. The Trust shall have the following obligations under
this Agreement:
o to keep JCC continuously and fully informed as to the composition of
the Fund's investment portfolio and the nature of all of its assets
and liabilities from time to time;
o to furnish JCC with a certified copy of any financial statement or
report prepared for the Fund by certified or independent public
accountants and with copies of any financial statements or reports
made to the Fund's shareholders or to any governmental body or
securities exchange;
o to furnish JCC with certified copies of the minutes of any and all
meetings of the Trustees of the Trust, together with any exhibits
presented to the Trustees at such meetings;
o to furnish JCC with any further materials or information which JCC may
reasonably request to enable it to perform its functions under this
Agreement; and
o to compensate JCC for its services and reimburse JCC for its expenses
incurred hereunder in accordance with the provisions hereof.
Compensation. The Fund shall pay JCC for its administrative services a fee
calculated in the manner set forth on Appendix A hereto. For the month during
which this Agreement becomes effective and the month during which it terminates,
however, there shall be an appropriate proration of the fee payable for such
month based on the number of calendar days of such month during which this
Agreement is effective.
Expenses Borne by JCC. Except for those expenses borne by the Trust
pursuant to Section 6 below, JCC shall bear all expenses incurred in connection
with the operation of the Fund.
Expenses Borne by the Trust. The Trust shall bear the following expenses:
any compensation, fees, or reimbursements which the Trust pays to its Trustees
who are not interested persons of JCC ("Independent Trustees"); fees and
expenses of counsel to the Independent Trustees; fees and expenses of
consultants to the Fund; audit expenses; brokerage commissions and all other
expenses in connection with execution of portfolio transactions; interest; all
federal, state and local taxes (including stamp, excise, income and franchise
taxes); expenses of shareholder meetings, including the preparation, printing
and distribution of proxy
statements, notices and reports to shareholders; any litigation and other
extraordinary expenses.
Termination. This Agreement may be terminated at any time, without penalty,
by the Trustees of the Trust, or by the shareholders of the Trust acting by vote
of at least a majority of its outstanding voting securities (as defined in the
1940 Act), provided in either case that sixty (60) days advance written notice
of termination be given to JCC at its principal place of business. This
Agreement may be terminated by JCC at any time, without penalty, by giving sixty
(60) days advance written notice of termination to the Trust, addressed to its
principal place of business.
Term. This Agreement shall continue in effect until June 16, 1996, and for
successive annual periods thereafter unless sooner terminated in accordance with
Section 7 hereof.
Amendments. This Agreement may be amended by the parties only if such
amendment is in writing and signed by the parties to this Agreement.
Allocation of Expenses.
The Trustees shall determine the basis for making an appropriate allocation
of the Trust's expenses (other than those directly attributable to the Fund)
between each Fund and the other series of the Trust.
The Trustees shall determine the basis for making an appropriate allocation
of the Fund's expenses (other than those directly attributable to a Class)
between each Class of the Fund.
JCC will furnish to the Trustees such information as to the nature and
amounts of the expenses incurred by JCC in performing its obligations under this
Agreement as the Trustees may reasonably require in order to enable the Trustees
to allocate expenses as provided in paragraphs (a) and (b) of this Section 10.
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 Fund 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 Declaration of Trust, as amended from time to
time, is on file in the Office of the Secretary of State of the Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers and
holders of shares of beneficial interest of the Trust.
Limitation of Liability of JCC. JCC shall not be liable for any error of
judgment or mistake of law, for any loss arising out of this Agreement, 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 12,
"JCC" shall include any affiliate of JCC performing services for the Trust
contemplated hereunder and directors, officers and employees of JCC and such
affiliates.
Activities of JCC. The services of JCC to the Trust hereunder are not to be
deemed to be exclusive, and JCC 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 JCC as directors, officers and
shareholders of JCC, that directors, officers, employees and shareholders of JCC
are or may become similarly interested in the Trust, and that JCC 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 Investment Advisory Agreement as of the date and year first
above written.
JANUS CAPITAL CORPORATION
By: ___________________________________
Name: _________________________________
Title: ________________________________
JANUS INVESTMENT FUND
By: ___________________________________
Name: _________________________________
Title: ________________________________
APPENDIX A
In accordance with Section 4 of this Agreement, the Fund shall compensate JCC
for services provided to each Class of the Fund in accordance with the following
schedule:
I. [JANUS MONEY MARKET FUND - JANUS INSTITUTIONAL MONEY FUND] [JANUS GOVERNMENT
MONEY MARKET FUND - JANUS INSTITUTIONAL GOVERNMENT MONEY FUND] [JANUS TAX-EXEMPT
MONEY MARKET FUND - JANUS INSTITUTIONAL TAX-EXEMPT MONEY FUND] will pay to JCC
for its administrative services a monthly fee, payable on the last day of each
month during which or part of which this Agreement is in effect, of 1/365 of
0.15% of the closing aggregate net asset value of the shares of such Class for
each day of such month.
II. [JANUS MONEY MARKET FUND - INVESTOR SHARES] [JANUS GOVERNMENT MONEY MARKET
FUND - INVESTOR SHARES] [JANUS TAX-EXEMPT MONEY MARKET FUND - INVESTOR SHARES]
will pay to JCC for its administrative services a monthly fee, payable on the
last day of each month during which or part of which this Agreement is in
effect, of 1/365 of 0.50% of the closing aggregate net asset value of the shares
of each such Class for each day of such month.
