Exhibit 8(nnn)
JANUS ADVISER SERIES
ADMINISTRATION AGREEMENT
JANUS INSTITUTIONAL CASH MANAGEMENT FUND
THIS ADMINISTRATION AGREEMENT (the "Agreement") is made this 23rd day of
February, 2007, between JANUS ADVISER SERIES, a Delaware statutory trust (the
"Trust"), on behalf of Janus Institutional Cash Management Fund (the "Fund"), a
separate series of the Trust and JANUS CAPITAL MANAGEMENT, LLC, a Delaware
limited liability company ("JCM").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered 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 of the Trust; and
WHEREAS, the Fund may offer shares in multiple classes representing
interest in the same portfolio of investments but having potentially different
distribution charges, exchange rights, other class specific expenses and
investment minimum requirements (each, a "Class" and collectively, the
"Classes"); and
WHEREAS, the Trust and JCM have entered into a separate agreement for the
provision of investment advisory services; 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 Fund.
NOW, THEREFORE, the parties agree as follows:
1. Administrative Services. JCM shall provide, or arrange for and supervise
the provision by others of the following services to the Fund and/or Class, as
applicable, that are incidental to its operations and business and appropriate
for its Classes: fund accounting services; shareholder servicing; provision of
office facilities and personnel necessary to carry on the business of the Fund
and/or Class; preparation and filing of all documents necessary to obtain and
maintain registration and qualification of the shares of each Class with the
Securities and Exchange Commission and state securities commissions; clerical,
recordkeeping and bookkeeping services; preparation of reports for distribution
to shareholders of the Fund; preparation of prospectuses and
statements of additional information for the Fund or any Class thereof; expenses
of shareholder meetings, including the preparation, printing and distribution of
proxy statements, notices and reports to shareholders; preparation and filing of
the Fund's required tax reports; preparation of materials for all meetings of
the Trustees (as such materials pertain to a Fund or any Class thereof);
preparation and review of contracts to which the Fund is a party; monitoring and
reporting to Fund officers the Fund's compliance with investment policies and
restrictions as set forth in the currently effective prospectus and statement of
additional information of the Fund.
2. Other Services. JCM is hereby authorized to furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Fund as the Fund shall determine to be desirable.
3. Obligations of Trust. The Trust shall have the following obligations
under this Agreement:
1. to keep JCM continuously and fully informed as to the composition
of the Fund's investment portfolio and the nature of all of its
assets and liabilities from time to time;
2. to furnish JCM with a certified copy of any financial statement
or report prepared for the Fund by certified or independent
public accountants and with copies of any financial statements or
reports made to the Fund's shareholders or to any governmental
body or securities exchange;
3. to furnish JCM with certified copies of the minutes of any and
all meetings of the Trustees of the Trust, together with any
exhibits presented to the Trustees at such meetings;
4. to furnish JCM with any further materials or information which
JCM may reasonably request to enable it to perform its functions
under this Agreement; and
5. to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions
hereof.
4. Compensation. The Fund shall pay JCM, for the administrative services
provided to the Fund or to any Class, fees calculated in the manner set forth on
Appendix A hereto. For the month during which this Agreement becomes effective
and the month during which it terminates, however, there shall be an appropriate
proration of the fee payable for such month based on the
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number of calendar days of such month during which this Agreement is effective.
JCM may waive all or portion of the fee shown in Appendix A.
5. Expenses Borne by JCM. Except for those expenses borne by the Trust
pursuant to Section 6 below, JCM shall bear all expenses incurred in connection
with the operation of the Fund. JCM may agree to bear expenses enumerated in
Section 6 that are borne by the Trust, a Fund or Class.
6. Expenses Borne by the Trust. The Trust shall bear the following
expenses: any compensation, fees, or reimbursements which the Trust pays to its
Trustees who are not interested persons of JCM ("Independent Trustees"); fees
and expenses of counsel to the Independent Trustees; fees and expenses of
consultants to the Fund (in compliance with any applicable regulatory order
involving the Fund, JCM or any affiliate of JCM); audit expenses; brokerage
commissions and all other expenses in connection with execution of portfolio
transactions; interest; all federal, state and local taxes (including stamp,
excise, income and franchise taxes); any litigation and other extraordinary
expenses (in compliance with any applicable regulatory order involving the Fund,
JCM or any affiliate of JCM)).
7. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Trust
acting by vote of at least a majority of its outstanding voting securities (as
defined in the 1940 Act), provided in either case that sixty (60) days advance
written notice of termination be given to JCM at its principal place of
business. This Agreement may be terminated by JCM at any time, without penalty,
by giving sixty (60) days advance written notice of termination to the Trust,
addressed to its principal place of business.
8. Term. This Agreement shall continue in effect until February 1, 2009,
and for successive annual periods thereafter unless sooner terminated in
accordance with Section 7 hereof.
9. Amendments. This Agreement may be amended by the parties only if such
amendment is in writing and signed by the parties to this Agreement.
10. Allocation of Expenses.
a. The Trustees shall determine the basis for making an appropriate
allocation of the Trust's expenses (other than those directly
attributable to the Fund) between each Fund and the other series
of the Trust.
b. The Trustees shall determine the basis for making an appropriate
allocation of the Fund's expenses (other than those directly
attributable to a Class) between each Class of the Fund.
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c. JCM will furnish to the Trustees such information as to the
nature and amounts of the expenses incurred by JCM in performing
its obligations under this Agreement as the Trustees may
reasonably require in order to enable the Trustees to allocate
expenses as provided in paragraphs (a) and (b) of this Section
10.
11. 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 Fund 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's Amended and Restated Trust Instrument, as
amended from time to time, is on file in the Office of the Secretary of State of
the Commonwealth of Massachusetts. Such Declaration of Trust describes in detail
the respective responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the Trust.
12. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law, for any loss arising out of this Agreement, 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 12,
"JCM" shall include any affiliate of JCM or any other person retained by JCM
performing services for the Trust contemplated hereunder and directors, officers
and employees of JCM and such affiliates or any such person.
13. 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.
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Administration 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
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APPENDIX A
In accordance with Section 4 of this Agreement, the Fund shall compensate JCM
for services provided to each Class of the Fund in accordance with the following
schedule:
JANUS INSTITUTIONAL CASH MANAGEMENT FUND- PREMIUM SHARES will pay to JCM for its
administrative services a monthly fee, payable on the last day of each month
during which or part of which this Agreement is in effect, of 1/365 of 0.06% of
the closing aggregate net asset value of the shares of such Class for each day
of such month.
JANUS INSTITUTIONAL CASH MANAGEMENT FUND - INSTITUTIONAL SHARES will pay to JCM
for its administrative services a monthly fee, payable on the last day of each
month during which or part of which this Agreement is in effect, of 1/365 of
0.15% of the closing aggregate net asset value of the shares of such Class for
each day of such month.
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