Exhibit 7(z)
AMENDMENT TO GLOBAL CUSTODIAL SERVICES AGREEMENT
This Amendment to the Global Custodial Services Agreement is made as of
January 14, 2005, by and between JANUS ASPEN SERIES, a Delaware Business Trust,
organized under the laws of Delaware, acting on behalf of Janus Money Market
Portfolio and/or as agent of the fund having its principal place of business at
000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (the "Fund") and CITIBANK, N.A.,
acting as custodian hereunder through its office located at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 0000 (the "Custodian"). Capitalized terms used in this Amendment
without definition shall have the respective meanings given to such terms in the
Agreement referred to below.
WHEREAS, the Fund and the Custodian entered into a Global Custodial
Services Agreement dated March 15, 1999 (the "Agreement"); and
WHEREAS, the Fund and the Custodian desire to amend the Agreement to
reflect the addition of provisions regarding the Fund's confidential
information, including portfolio holdings information.
In consideration of the foregoing and the mutual covenants and
agreements contained herein, the Custodian and the Fund hereby agree to amend
the Agreement, by adding Section 22(E) to the Agreement, as set forth below:
(E) The Custodian acknowledges that the Fund's non-public information, including
but not limited to portfolio holdings information ("Non-public Information") is
the confidential property of the Fund. The Custodian agrees that during the term
of the Agreement, it shall maintain policies reasonably designed to prohibit the
dissemination or use of the Fund's Non-public Information by the Custodian or
its employees, affiliates, subsidiaries, parent, officers, directors, advisors
and contractors ("Representatives"), except as provided in this Agreement. In
any event, the Custodian and its Representatives shall not engage in securities
transactions based on Non-public Information or knowledge of the Fund's trading
position or plans.
Dissemination of Non-public Information may occur only: (i) in connection with
the provision of services to the Fund (including for data processing,
statistical and risk analysis purposes); (ii) at the direction of the Fund
pursuant to instructions as provided in this Agreement; or (iii) as requested or
required in any regulatory proceeding, investigation, audit, examination,
subpoena, civil investigative demand or other similar process, or required by
operation of law or regulation. Any disclosure by the Custodian pursuant to
(iii), above, shall be preceded to the extent reasonably practicable by
reasonable notice to the Fund; provided, however, no such notice is required
where the disclosure is made to any internal or external auditor of the
Custodian or any authorized services provider or to any examiner or regulator of
the Custodian or any authorized services provider. Upon written request, the
Custodian agrees to promptly return or destroy, as directed, any Non-public
Information; provided, however, the Custodian shall be entitled to keep one copy
of any Non-public Information as required to satisfy any regulatory or other
legal obligation applicable to the Custodian, which retained
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information shall continue to be subject to the terms of this Section 22(E)
without regard to any termination of the Agreement.
The provisions contained in this Section 22(E) shall also apply to a
Subcustodian or any other subcustodian appointed under Section 12 of the
Agreement.
To the extent not in conflict with this Section 22(E), all of the other terms of
Section 22 with regard to DISCLOSURE shall continue to apply between the
parties.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and behalf by its duly authorized representative as of the date
first above written.
CITIBANK, N.A.
/s/ Xxxx Xxxxxxxx
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By: Xxxx Xxxxxxxx
Title: Vice President
JANUS ASPEN SERIES
/s/ Xxxxxx X. Xxxx
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By: Xxxxxx X. Xxxx
Title: Vice President
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