Exhibit 8(a)
TRANSFER AGENCY AGREEMENT
This Agreement is made as of April 3, 2000, by and between Janus Adviser
Series, a Delaware business trust (the "Trust") and Janus Service Corporation, a
Colorado corporation ("JSC").
The Trust desires to appoint JSC as its transfer agent and JSC desires to
accept such appointment.
1. APPOINTMENT. Subject to the conditions set forth in this Agreement, the
Trust hereby appoints JSC as its transfer agent and JSC hereby accepts such
appointment.
2. SERVICES. JSC 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 JSC 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; and
cooperating with insurance companies, qualified plans, broker-dealers and
financial intermediaries who represent shareholders of the Trust.
3. RECORDS. JSC shall maintain such books and records relating to
transactions effected by JSC 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. JSC 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, JSC agrees that all records maintained by
JSC relating to the services performed by JSC pursuant to this Agreement are the
property of the Trust and will be preserved and will be surrendered promptly to
the Trust upon request.
4. SHARE REGISTRATION. All requisite steps will be taken by the Trust from
time to time when and as necessary to register the Trust's shares for sale with
the SEC and in all states in which the Trust's shares shall at the time be
offered for sale and require registration.
5. COMPENSATION AND EXPENSES. The Trust shall reimburse JSC for
out-of-pocket expenses incurred by JSC in connection with its performance of
services rendered under this Agreement. JSC shall xxxx the Trust as soon as
practicable after the end of each calendar month for the expenses for that
month. The Trust shall promptly pay to JSC the amount of such billing. In
addition, JSC may receive from the initial class of shares of the Trust a fee at
an annual rate of up
to .25% of the average daily net assets of the initial class of shares of the
Trust, to compensate JSC for providing, or arranging for the provision of
recordkeeping, subaccounting and administrative services to retirement or
pension plan participants or other underlying investors investing through
institutional channels.
6. INDEMNIFICATION.
a. JSC shall not be responsible for, and the Trust shall hold harmless
and indemnify JSC from and against, any loss by or liability to the Trust or a
third party (including reasonable attorney's fees and costs) in connection with
any claim or suit asserting any such liability arising out of or attributable to
actions taken or omitted by JSC or any of its agents pursuant to this Agreement,
unless JSC's actions or omissions constitute gross negligence or willful
misconduct. The Trust will be responsible for, and will have the right to
conduct or control the defense of, any litigation asserting liability against
which JSC is indemnified hereunder. JSC will not be under any obligation to
prosecute or defend any action or suit with respect to the agency relationship
hereunder, which, in its opinion, may involve it in expense or liability for
which it is indemnified hereunder, unless the Trust will, as often as requested,
furnish JSC with reasonable, satisfactory security and indemnity against such
expense or liability.
b. JSC will hold harmless and indemnify the Trust from and against any
loss or liability (including reasonable attorney's fees and costs) arising out
of any failure by JSC to comply with the terms of this Agreement due to JSC's
gross negligence or willful misconduct.
7. TERMINATION OF AGREEMENT.
a. This Agreement may be terminated by either party upon receipt of
sixty (60) days' written notice from the other party.
b. The Trust, in addition to any other rights and remedies, shall have
the right to terminate this Agreement immediately upon the occurrence at any
time of any of the following events:
(1) Any interruption or cessation of operations of JSC or its
assigns that materially interferes with the business operation of the Trust;
(2) The bankruptcy of JSC or its assigns or the appointment of a
receiver for JSC or its assigns;
(3) Any merger, consolidation, or sale of substantially all the
assets of JSC or its assigns;
(4) Failure by JSC or its assigns to perform its duties in
accordance with this Agreement, which failure materially adversely affects the
business operations of the Trust and which failure continues for ten (10) days
after receipt of written notice from JSC.
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c. In the event of termination, the Trust will promptly pay JSC all
amounts due to JSC hereunder.
d. In the event of termination, JSC will use its best efforts to
transfer the books and records of the Trust to the designated successor agent
and to provide other information relating to its services provided hereunder for
reasonable compensation therefore.
8. ASSIGNMENT.
a. Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other; provided,
however, that any such assignment shall be subject to the prior written approval
of the Trust and no such assignment will relieve JSC of any of its obligations
hereunder. JSC may, however, employ agents to assist it in performing its duties
hereunder.
b. This Agreement will inure to the benefit of and be binding upon the
parties and their respective successors and assigns.
9. GOVERNING LAW. This Agreement shall be governed by the laws of the State
of Colorado.
10. AMENDMENTS. No provisions of this Agreement may be amended or modified
in any manner, except by a written agreement properly authorized and executed by
both parties hereto.
11. LIMITATION OF PERSONAL LIABILITY. The parties to this Agreement
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 such liabilities.
JANUS ADVISER SERIES
BY:
Name: Xxxxxx X. Xxxxxx
Title: President
JANUS SERVICE CORPORATION
BY:
Name: Xxxxxxxx X. Xxxx
Title: President
