Exhibit 8(oo)
FORM OF AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
This AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT (the "Agreement") is
made as of [NOVEMBER 28], 2005, by and between Janus Adviser Series, a Delaware
statutory trust (the "Trust"), which offers each of its portfolios in one or
more classes of shares, and Janus Services LLC, a Delaware limited liability
company ("JS"). This Agreement amends and restates the Amended and Restated
Transfer Agency Agreement dated July 14, 2004.
The Trust desires to appoint JS as its transfer agent and JS
desires to accept such appointment.
1. Appointment. Subject to the conditions set forth in this Agreement, the
Trust hereby appoints JS as its transfer agent and JS hereby accepts such
appointment with respect to all classes of the Trust. If the Trustees of the
Trust hereafter determine to issue additional classes of shares of a portfolio,
JS agrees that it will act as transfer agent for the shares so classified on the
terms set forth in this Agreement.
2. Services. JS 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 JS 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; paying redemption
proceeds and dividends as required by the prospectus of each series of the Trust
and as instructed by shareholders; cooperating with insurance companies,
qualified plans, broker-dealers and financial intermediaries who represent
shareholders of the Trust; and undertaking certain anti-money laundering
responsibilities as detailed in Janus' Anti-Money Laundering Program as approved
by the Trustees pursuant to the USA PATRIOT Act.
3. Records. JS shall maintain such books and records relating to
transactions effected by JS 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. JS 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, JS agrees that all records maintained by
JS relating to the services performed by JS 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. Each class of the Trust shall reimburse JS
for out-of-pocket expenses incurred by JS in connection with its performance of
services rendered under this Agreement. Fees charged by intermediaries in
connection with processing transactions through the National Securities Clearing
Corporation ("NSCC") or similar processing channel may be included in such
out-of-pocket expenses. JS shall ▇▇▇▇ the appropriate class of the Trust as soon
as practicable after the end of each calendar month for the expenses for that
month. The class shall promptly pay to JS the amount of such billing. In
addition, JS may receive from each of the Class S Shares and Class R Shares of
the Trust a fee at an annual rate of up to .25% of the average daily net assets
of each of the Class S Shares and Class R Shares of the Trust to compensate JS
for providing, or arranging for the provision of recordkeeping, subaccounting
and administrative services to retirement or pension plan participants or other
underlying investors investing in Class S Shares or Class R Shares,
respectively, through institutional channels.
JS may from time to time earn interest on bank deposit accounts maintained
by JS for purposes of holding redemption proceeds or dividend payments due to
shareholders. JS shall credit all such interest to the Trust on a monthly basis.
6. Responsibility of JS. JS shall use reasonable care in performing its
duties and obligations under this Agreement. JS shall be liable for any direct
damage incurred by the Trust as a result of a breach of that standard of care.
7. Indemnification.
a. JS shall not be responsible for, and the Trust shall hold
harmless and indemnify JS 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 JS or any of its agents pursuant to
this Agreement, unless JS's actions or omissions constitute a breach of the
standard of care under this Agreement. The Trust will be responsible for, and
will have the right to conduct or control the defense of, any litigation
asserting liability against which JS is indemnified hereunder. JS 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 JS with reasonable, satisfactory security
and indemnity against such expense or liability.
b. JS 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 JS to comply with the terms of this Agreement due to JS's
breach of the standard of care under this Agreement.
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8. 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 JS or its
assigns that materially interferes with the business operation of the Trust;
(2) The bankruptcy of JS or its assigns or the appointment of
a receiver for JS or its assigns;
(3) Any merger, consolidation, or sale of substantially all
the assets of JS or its assigns;
(4) Failure by JS 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 JS.
c. In the event of termination, the Trust will promptly pay JS all
amounts due to JS hereunder.
d. In the event of termination, JS 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.
9. 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 JS of any of
its obligations hereunder. JS 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.
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10. Governing Law. This Agreement shall be governed by the laws of the
State of Colorado.
11. 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.
12. 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and CEO
JANUS SERVICES LLC
By:__________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and CFO
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