Exhibit 8(fff)
FORM OF JANUS INVESTMENT FUND
ADMINISTRATION AGREEMENT
JANUS SMART PORTFOLIOS
THIS ADMINISTRATION AGREEMENT (the "Agreement") is made this ______ day of
____________, 2005, between JANUS INVESTMENT FUND, a Massachusetts business
trust (the "Trust"), on behalf of Janus Smart Portfolio--Growth, Janus Smart
Portfolio--Moderate, and Janus Smart Portfolio--Conservative (the "Portfolios"),
each a separate series of the Trust, and JANUS CAPITAL MANAGEMENT LLC, a
Delaware limited liability company ("JCM").
WITNESSETH:
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 Trust and JCM have entered into separate agreements for the
provision of investment advisory services with respect to each of the
Portfolios; and
WHEREAS, the Trust and Janus Services LLC ("Janus Services") have entered
into a separate agreement for the provision of transfer agency services with
respect to the Portfolios; and
WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should
assist the Trustees and officers of the Trust in the administration of the
Portfolios.
NOW, THEREFORE, the parties agree as follows:
1. Administrative Services. JCM shall provide, or arrange for and supervise
the provision by others of the following services to the Portfolios that are
incidental to their operations and business: custody and fund accounting
services; shareholder servicing; provision of office facilities and personnel
necessary to carry on the business of the Portfolios; preparation and filing of
all documents necessary to obtain and maintain registration and qualification of
the shares of each Portfolio with the Securities and Exchange Commission and
state securities commissions; clerical, recordkeeping and bookkeeping services;
preparation of reports for distribution to shareholders of the Portfolios;
preparation of prospectuses, statements of additional information and proxy
statements for the Portfolios; preparation and filing of the Portfolios'
required tax reports; preparation of materials for all meetings of the Trustees
(as such materials pertain to a Portfolio);
preparation and review of contracts to which a Portfolio is a party; monitoring
and reporting to Trust officers the Portfolios' compliance with investment
policies and restrictions as set forth in the currently effective prospectus and
statement of additional information of the Portfolios.
2. Other Services. JCM is hereby authorized to furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Portfolios as the Portfolios shall determine to be desirable.
3. Obligations of Trust. The Trust shall have the following obligations
under this Agreement:
a. to keep JCM continuously and fully informed as to the composition
of each Portfolio's investment portfolio and the nature of all of
its assets and liabilities from time to time;
b. to furnish JCM with a certified copy of any financial statement
or report prepared for the Portfolios by certified or independent
public accountants and with copies of any financial statements or
reports made to the Portfolios' shareholders or to any
governmental body or securities exchange;
c. to furnish JCM 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;
d. to furnish JCM with any further materials or information which
JCM may reasonably request to enable it to perform its functions
under this Agreement; and
e. to reimburse JCM for its expenses incurred hereunder in
accordance with the provisions hereof.
4. Compensation. No compensation is payable to JCM for the administrative
services provided to the Smart Portfolios pursuant to this agreement.
5. Expenses Borne by JCM. Except for those expenses borne by the Trust
pursuant to Section 6 below, JCM shall bear all expenses incurred in connection
with the operation of the Smart Portfolios.
6. 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 JCM ("Independent Trustees"); fees
and expenses of counsel to the Independent Trustees; fees and expenses of
consultants to the Portfolios; 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
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shareholders; expenses of printing and mailing to existing shareholders
prospectuses, statements of additional information, shareholder reports and
other materials required to be mailed to shareholders by federal or state laws
or regulations; transfer agency fees and expenses payable pursuant to a transfer
agency agreement between the Trust and Janus Services on behalf of the
Portfolios; and any litigation and other extraordinary expenses.
7. 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 JCM at its principal place of
business. This Agreement may be terminated by JCM 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.
8. Term. This Agreement shall continue in effect until July 1, 2007, and
for successive annual periods thereafter unless sooner terminated in accordance
with Section 7 hereof.
9. Amendments. This Agreement may be amended by the parties only if such
amendment is in writing and signed by the parties to this Agreement.
10. Allocation of Expenses.
a. The Trustees shall determine the basis for making an appropriate
allocation of the Trust's expenses (other than those directly
attributable to a Portfolio) between each Portfolio and the other
series of the Trust.
b. JCM will furnish to the Trustees such information as to the
nature and amounts of the expenses incurred by JCM 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) of this Section 10.
11. 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 Portfolios 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.
12. Limitation of Liability of JCM. JCM 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,
"JCM" shall include any affiliate
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of JCM or any other person retained by JCM performing services for the Trust
contemplated hereunder and directors, officers and employees of JCM and such
affiliates or any such person.
13. Activities of JCM. The services of JCM to the Trust hereunder are not
to be deemed to be exclusive, and JCM 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 JCM as directors,
officers and shareholders of JCM, that directors, officers, employees and
shareholders of JCM are or may become similarly interested in the Trust, and
that JCM 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 Administration Agreement as of the date and year first above
written.
JANUS CAPITAL MANAGEMENT LLC
By:
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Xxxxx X. Xxxxxx, Chief Financial
Officer and Executive Vice President
JANUS INVESTMENT FUND
By:
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Xxxxxx X. Xxxxxx, President and
Chief Executive Officer
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