Exhibit 5(i)
AMENDMENT TO
JANUS ADVISER SERIES
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
This AMENDMENT is made this 14th day of December, 2007, between Janus Adviser
Series, a Delaware statutory trust (the "Trust") and JANUS DISTRIBUTORS LLC, a
Delaware limited liability company (the "Distributor").
WITNESSETH
WHEREAS, the Trust and the Distributor are parties to an Amended and
Restated Distribution 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 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 and the parties agree shareholder approval is not required
to approve this amendment;
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 11 of the Agreement shall be deleted in its entirety and
replaced with the following:
"11. Anti-Money Laundering.
(a) The Distributor agrees that it will establish and implement
an anti-money laundering program that duly conforms in all
respects with current applicable federal anti-money
laundering laws and regulations.
(b) The Distributor shall create and maintain books and records
as required for the Trust by the USA PATRIOT Act and the
Bank Secrecy Act, as amended (collectively, the "AML Acts"),
and make such books and records available for inspection by
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. Distributor will notify the Trust of any such
requests."
2. 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.
3. 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 DISTRIBUTORS LLC
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
JANUS ADVISER SERIES
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
------------------------------------
Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary
