EXHIBIT 9(a)
TRANSFER AGENCY AGREEMENT
This Agreement is made as of _____________________, 1993, by and between
Janus Aspen Series, a Delaware business trust (the "Fund"), and Janus Service
Corporation, a Colorado corporation ("JSC").
The Fund 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
Fund hereby appoints JSC as its transfer agent and JSC hereby accepts such
appointment.
2. Services. JSC agrees that it will perform all of the customary services
of a transfer agent of an investment company in accordance with the policies and
practices of the Fund 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 Fund on the books of the Fund; 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 Fund
shares; preparing and mailing confirmation forms to shareholders and dealers for
purchases and redemptions of Fund shares and other transactions for which
confirmations are required; and cooperating with insurance companies,
broker-dealers and financial intermediaries who represent shareholders of the
Fund.
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 Fund 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 Fund 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 Fund and will be preserved and will be surrendered promptly to
the Fund upon request.
4. Share Registration. All requisite steps will be taken by the Fund from
time to time when and as necessary to register the Fund's shares for sale with
the SEC and in all states in which the Fund's shares shall at the time be
offered for sale and require registration.
5. Compensation and Expenses. JSC shall not be compensated for services
rendered under this Agreement; provided, however, that the Fund shall reimburse
JSC for out-of-pocket expenses incurred by JSC in connection with its
performance of such services. JSC shall xxxx the Fund as soon as practicable
after the end of each calendar month for the expenses for that month. The Fund
shall promptly pay to JSC the amount of such billing.
6. Indemnification.
a. JSC shall not be responsible for, and the Fund shall hold harmless
and indemnify JSC from and against, any loss by or liability to the Fund 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 pursuant to this Agreement, unless JSC's actions
constitute gross negligence or willful misconduct. The Fund 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
Fund 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 Fund 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 Fund, 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 Fund;
(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 Fund and which failure continues for ten (10) days
after receipt of written notice from JSC.
c. In the event of termination, the Fund 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 Fund 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 not 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 Fund 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 Fund arising, directly or
indirectly, under this Agreement, of any and every nature whatsoever, shall be
satisfied solely out of the assets of the Fund and that no Trustee, officer or
holder of shares of beneficial interest of the Fund shall be
personally liable for any of such liabilities. The Fund's Trust Instrument, as
amended from time to time, is on file in the Office of the Secretary of State of
the State of Delaware, and describes in detail the respective responsibilities
and limitations on liability of the Trustees, officers and holders of shares of
beneficial interest of the Fund.
JANUS ASPEN SERIES
By:_____________________________________
Name:___________________________________
Title:__________________________________
JANUS SERVICE CORPORATION
By:_____________________________________
Xxxx X. Xxxxxxxx
President
