Exhibit 8(lll)
JANUS ADVISER SERIES
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (the
"Agreement") is made this 23rd day of February, 2007, between JANUS ADVISER
SERIES, a Delaware statutory trust (the "Trust"), and JANUS CAPITAL MANAGEMENT
LLC, a Delaware limited liability company ("JCM"). This Agreement amends and
restates the Administrative Services Agreement dated April 3, 2000. This
Agreement applies to non-money market series of the Trust (excluding Janus
Adviser Money Market Fund which shall be subject to this Agreement) whether now
existing or hereafter created.
WITNESSETH:
WHEREAS, the Trust is or will be registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and has registered or will register 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 (each a "Fund"); 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 Trust
and the Funds.
NOW, THEREFORE, the parties agree as follows:
1. Administrative Services. JCM shall perform or cause to be performed
all necessary and appropriate internal accounting, recordkeeping, and
blue sky monitoring and registration functions of the Funds, including
the preparation of reports and returns incidental thereto.
2. Compensation. The Funds shall reimburse to JCM on a monthly basis the
reasonable costs incurred by JCM in performing the functions described
herein, including without limitation the salaries of JCM personnel
performing those functions, costs of third party service providers
engaged to perform such functions, applicable systems costs, and other
ancillary costs such as costs associated with DTC confirms and the
costs of the pricing feed into such systems.
3. Termination. This Agreement may be terminated at any time, without
penalty, by either party by giving sixty (60) days advance written
notice of termination to the other party, addressed to the principal
place of business of that other party.
4. Allocation Among Series. The Trustees shall determine the basis for
making an appropriate allocation of the Trust's expenses (other than
those directly attributable to a Fund) between and among the Funds.
5. 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 Trust 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 Instrument describes in detail the respective
responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the Trust.
6. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any
investment 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 6, "JCM" shall include any
affiliate of JCM performing services for the Trust contemplated
hereunder and directors, officers and employees of JCM and such
affiliates.
7. 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 Amended and Restated Administrative Services Agreement as of the
date and year first above written.
JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx,
Executive 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
