Exhibit 8(yyy)
FIRST AMENDMENT TO THE
JANUS INVESTMENT FUND
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
This AMENDMENT is made this 14th day of December, 2007, between JANUS INVESTMENT
FUND, a Massachusetts business trust (the "Trust") and JANUS SERVICES LLC, a
Delaware limited liability company ("JSLLC").
WITNESSETH
WHEREAS, the Trust and JSLLC are parties to an Amended and Restated
Transfer Agent Agreement dated June 18, 2002, as amended (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 4(k) of the Agreement shall be deleted in its entirety and
replaced with the following:
"k. Undertaking 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"). JSLLC 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, screening for customer
identification, maintaining books and records and responding to
requests for information pursuant to AML Acts."
2. Section 4(m) is hereby added to the Agreement by inserting the
following new paragraph:
"b. JSLLC 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. JSLLC 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 INVESTMENT FUND
By: /s/ Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
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Xxxxxxxxx Xxxxxxxxxx-Xxxxxx
Vice President and Secretary