EXHIBIT 8(c)
FORM OF TRANSFER AND ASSUMPTION AGREEMENT
This Transfer and Assumption Agreement ("Agreement"), effective as of
April 1, 2002, is entered into by and between Janus Service Corporation, a
Colorado corporation ("JSC"), and Janus Services LLC, a Delaware limited
liability company ("JSLLC").
WHEREAS, JSC provides transfer agency services and shareholder
servicing to certain investment companies, including without limitation those
investment companies that are parties to the transfer agency agreements set
forth on Exhibit A;
WHEREAS, effective April 1, 2002, JSC transferred all of its business
activities to JSLLC, in connection with the corporate reorganization of Janus
Capital Corporation, JSC's parent; and
WHEREAS, in connection with the transfer of JSC's business activities
to JSLLC, JSC and JSLLC desire to set forth their agreement with respect to the
transfer of all rights of JSC to JSLLC and the assumption by JSLLC of JSC's
obligations under such agreements to which JSC is a party or under which JSC has
rights or obligations, as set forth in more detail below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
TRANSFER AND ASSUMPTION OF
TRANSFER AGENCY AGREEMENTS
1.1 Subject to the terms and conditions herein stated, JSC hereby
transfers, conveys, delegates and delivers to JSLLC all of JSC's rights,
interests, duties, obligations, burdens, responsibilities and liabilities, of
every kind and nature whatsoever, whenever created or incurred, under all of the
transfer agency agreements with respect to proprietary, U.S. registered mutual
funds to which JSC is a party, including without limitation those transfer
agency agreements set forth on Exhibit A attached hereto and incorporated herein
by reference (the "Transfer Agency Agreements").
1.2 Subject to the terms and conditions herein stated, JSLLC hereby
expressly (i) undertakes, assumes and agrees to perform and/or satisfy each and
every one of JSC's obligations, duties, burdens, responsibilities and
liabilities under the Transfer Agency Agreements, (ii) agrees to be bound by all
of the provisions of the Transfer Agency Agreements, to the same extent as if
JSLLC had initially executed and delivered such agreements, and (iii) agrees to
indemnify JSC from and against any liability, loss, or damage arising under the
Transfer Agency Agreements.
-1-
ARTICLE II
GENERAL PROVISIONS
2.1 CONDITIONS TO THE TRANSFER AND ASSUMPTION. The transfer by JSC, and
the assumption by JSLLC, of the Transfer Agency Agreements are subject to
obtaining such approval of the Board of Trustees of the funds to which such
agreements relate, as may be required under the Investment Company Act of 1940
or any other applicable law, rule, regulation or order, and to obtaining such
consents as may be required under the provisions of such agreements.
2.2 FURTHER ASSURANCES. JSC and JSLLC each shall take such action and
execute and deliver to the other party all such instruments and documents as
such other party may reasonably request to carry out the intent and purposes of
this Agreement and the transactions contemplated hereby. In particular, JSC and
JSLLC acknowledge the purpose of this Agreement is to: transfer to JSLLC all of
JSC's rights, interests, duties, obligations, burdens, responsibilities and
liabilities under the transfer agency agreements to which JSC is a party and for
JSLLC to accept and assume all of JSC's rights, interests, duties, obligations,
burdens, responsibilities and liabilities as described in Section 1.2 herein. If
any such agreement, or right, interest, duty, obligation, burden, responsibility
or liability is inadvertently not included specifically in this Agreement, JSC
and JSLLC agree to take the appropriate actions needed to transfer any such
agreement or right, interest, duty, obligation, burden, responsibility or
liability to JSLLC and for JSLLC to assume the same. Nothing in the transactions
contemplated by this Agreement shall be deemed to be an "assignment" for
purposes of the Investment Company Act of 1940, as amended.
2.3 GOVERNING LAW. The interpretation and construction of this
Agreement, and all matters relating thereto, shall be governed by the laws of
the State of Colorado, without regard to its principles of conflicts of law.
2.4 ASSIGNMENT AND AMENDMENT. This Agreement may not be transferred,
assigned, pledged or hypothecated by any party without the prior written consent
of the other party. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement may not be changed or modified except by a written
amendment hereto signed by all parties affected by such amendment.
2.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed an original and all of
which together shall constitute one and the same agreement.
-2-
IN WITNESS WHEREOF, each of the parties have executed this Agreement as
of the day and year first set forth above.
JANUS SERVICE CORPORATION JANUS SERVICES LLC
By: By:
------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. Early, Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
-3-