Exhibit 8(t)
JANUS INVESTMENT FUND
FORM OF ADMINISTRATION AGREEMENT
JANUS INSTITUTIONAL CASH RESERVES FUND
THIS ADMINISTRATION AGREEMENT (the "Agreement") is made this ____ day of
_____, 2002, between JANUS INVESTMENT FUND, a Massachusetts business trust (the
"Trust"), on behalf of Janus Institutional Cash Reserves Fund (the "Fund"), a
separate series of the Trust and JANUS CAPITAL CORPORATION, a Colorado
corporation ("JCC").
W I T N E S S E T H:
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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 and investment minimum requirements (the
"Classes"); and
WHEREAS, the Trust and JCC have entered into a separate agreement for the
provision of investment advisory services; and
WHEREAS, the Trust and JCC deem it mutually advantageous that JCC 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. JCC shall provide, or arrange for and
supervise the provision by others of the following services to the Fund that are
incidental to its operations and business and appropriate for its Classes:
custody, transfer agency, and fund accounting services; shareholder servicing;
provision of office facilities and personnel necessary to carry on the business
of the Fund; 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, statements of
additional information and proxy statements for the Fund or any Class thereof;
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.
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2. OTHER SERVICES. JCC 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:
a. To keep JCC 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;
b. to furnish JCC 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;
c. to furnish JCC 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;
d. to furnish JCC with any further materials or information which
JCC may reasonably request to enable it to perform its
functions under this Agreement; and
e. to compensate JCC for its services and reimburse JCC for its
expenses incurred hereunder in accordance with the provisions
hereof.
4. COMPENSATION. The Fund shall pay JCC, 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 number of calendar days
of such month during which this Agreement is effective.
5. EXPENSES BORNE BY JCC. Except for those expenses borne by the Trust
pursuant to Section 6 below, JCC shall bear all expenses incurred in connection
with the operation of the Fund.
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 JCC ("Independent Trustees"); fees
and expenses of counsel to the Independent Trustees; fees and expenses of
consultants to the Fund; 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); expenses of shareholder meetings, including the preparation, printing
and distribution of proxy statements, notices and reports to shareholders; any
litigation and other extraordinary expenses.
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 JCC at its principal place of
business. This Agreement
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may be terminated by JCC 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 July 1, 2003 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.
c. JCC will furnish to the Trustees such information as to the
nature and amounts of the expenses incurred by JCC 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 Declaration of Trust, 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 JCC. JCC 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,
"JCC" shall include any affiliate of JCC or any other person retained by JCC
performing services for the Trust contemplated hereunder and directors, officers
and employees of JCC and such affiliates or any such person.
13. ACTIVITIES OF JCC. The services of JCC to the Trust hereunder are not
to be deemed to be exclusive, and JCC 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 JCC as directors,
officers and shareholders of JCC, that directors, officers, employees and
shareholders of JCC are or may become similarly interested in the Trust, and
that JCC 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 CORPORATION
By:
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Xxxxxx X. Early
Vice President
JANUS INVESTMENT FUND
By:
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Xxxxxx X. Xxxxxx, President
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APPENDIX A
In accordance with Section 4 of this Agreement, the Fund shall compensate JCC
for services provided in accordance with the following schedule:
X. XXXXX INSTITUTIONAL CASH RESERVES FUND (initial Class of shares) will pay
to JCC 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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