Exhibit 8(yyy)
FIRST AMENDMENT TO THE
JANUS ADVISER SERIES
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
This AMENDMENT is made this 14th day of December, 2007, between JANUS ADVISER
SERIES, a Delaware statutory trust (the "Trust") and JANUS SERVICES LLC, a
Delaware limited liability company ("JS").
WITNESSETH
WHEREAS, the Trust and JS are parties to an Amended and Restated
Transfer Agent Agreement, dated February 23, 2007 (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 Trust's Anti-Money Laundering Program (including customer identification)
and U.S. Congress has enacted the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as
may be amended from time to time, and all regulations promulgated pursuant
thereto (collectively, the "USA PATRIOT Act") and the Bank Secrecy Act, as
amended, and the regulations promulgated pursuant thereto (collectively, the
"BSA"); 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 2 of the Agreement shall be deleted in its entirety and
replaced with the following:
"2. Services.
a. 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; and cooperating with insurance
companies, qualified plans, broker-dealers and financial
intermediaries who represent shareholders of the Trust.
b. JS agrees to undertake certain anti-money laundering
responsibilities as detailed in Janus' Anti-Money Laundering Program
(including customer identification) as approved by the Trustees
pursuant to the USA PATRIOT Act and the Bank Secrecy Act, as amended
(collectively, the "AML Acts"). JS 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,
maintaining books and records, screening for customer identification
and responding to requests for information pursuant to AML Acts."
2. Section 3 of the Agreement shall be deleted in its entirety and
replaced with the following:
"3. Records.
a. 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.
b. JS shall create and maintain books and records as required for
the Trust by the AML Acts and make such books and records available
for inspection to the U.S. Department of Treasury's Financial Crimes
Enforcement Network and the Securities and Exchange Commission as may
be requested pursuant to the AML Acts. JS 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
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
JANUS ADVISER SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
