EXHIBIT 7(V)
FOREIGN CUSTODY MANAGER ADDENDUM
TO
GLOBAL CUSTODIAL SERVICES AGREEMENT, dated as of December 5, 2000 by and between
JANUS INVESTMENT FUND (the "Client") and CITIBANK, N.A. (the "Custodian").
The Client desires to have the Custodian assume and discharge the responsibility
of the Client's board of trustees (hereinafter the "Board") to select, contract
with and monitor certain custodians of non-U.S. assets of the Client held by the
Custodian pursuant to the Global Custodial Services Agreement (the "Agreement").
The Custodian agrees to accept the delegation and to perform the responsibility
as provided in this Addendum. Unless otherwise provided herein, all capitalized
terms shall have the same meanings as set forth in the Agreement.
(A) FOREIGN CUSTODY MANAGER:
(i) The Board hereby delegates to the Custodian, and the Custodian
hereby accepts the delegation to it, of the obligation to serve as the
Client's "Foreign Custody Manager" (as defined in Rule 17f-5(a)(3)
under the Investment Company Act of 1940, as amended from time to time
(the "1940 Act")), in respect to the Client's foreign investments held
from time to time by the Custodian with any Subcustodian or Clearance
System that is an Eligible Foreign Custodian (as defined in Rule
17f-5(a)(1). The Term "Eligible Foreign Custodian" shall not include
any Clearance System that is an Eligible Securities Depository (as
defined in Rule 17f-7(b)(1) under the 1940 Act). Foreign investments
are any Property for which the primary market is outside the United
States and such cash and cash equivalents as are reasonably necessary
to effect a Client's transaction in such Property.
(ii) As Foreign Custody Manager, the Custodian shall:
(1) select Eligible Foreign Custodians to serve as
foreign custodians and place and maintain the Client's foreign
investments with such foreign custodians;
(2) in selecting an Eligible Foreign Custodian, first
determine that foreign investments placed and maintained in
the safekeeping of each Eligible Foreign Custodian shall be
subject to reasonable care, based on the standards applicable
to custodians in the relevant market, after having considered
all factors relevant to the safekeeping of such investments
including, without limitation, those factors set forth in Rule
17f-5(c)(1)(i)-(iv);
(3) enter into written agreements with each Eligible
Foreign Custodian selected by the Custodian hereunder;
(4) determine that the written contract with each
Eligible Foreign Custodian (or, in the case of an Eligible
Foreign Custodian that is a Clearance System such contract
(which may be between the Custodian and the Clearance System
or between an Eligible Foreign Custodian selected by the
Custodian and the Clearance System), the rules or established
practices or procedures of the Clearance System, or any
combination of the foregoing) requires that the Eligible
Foreign Custodian will provide reasonable care for the foreign
investments, based on the standards applicable to custodians
in the relevant market, and that all such contracts, rules,
practices and procedures satisfy the requirements of Rule
17f-5(c)(2);
(5) provide written reports (x) notifying the Board of
the placement of foreign investments with each Eligible
Foreign Custodian, such reports to be provided at such
regularly scheduled meetings of the Board, and (y) promptly
notifying the Board of the occurrence of any material change
in the arrangements with an Eligible Foreign Custodian;
(6) monitor the continued appropriateness of (x)
maintaining the foreign investments with Eligible Foreign
Custodians selected hereunder and (y) the governing
contractual arrangements; it being understood, however, that
in the event the Custodian shall determine that any Eligible
Foreign Custodian would no longer afford the foreign
investments reasonable care, the
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Custodian shall promptly so advise the Client and shall then
act in accordance with Instructions with respect to the
disposition of the foreign investments held by such Eligible
Foreign Custodian; and
(7) exercise such reasonable care, prudence and diligence
in serving as the Foreign Custody Manager as the Custodian
exercises in performing its responsibility under the Agreement
for the safekeeping of the Client's Property.
(B) ELIGIBLE SECURITIES DEPOSITORIES:
(i) The Custodian shall identify in writing each Eligible
Securities Depository in each country in which the Custodian acts as
custodian for assets of the Client. The Custodian shall (a) provide the
Client (or is duly-authorized investment manager or investment adviser)
with an analysis of the custody risks associated with maintaining
Property with such Eligible Securities Depositories in accordance with
section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a
continuing basis and promptly notify the Client (or its duly-authorized
investment manager or investment adviser) of any material change in
risks, in accordance with section (a) (1) (i) (B) of Rule 17f-7.
(ii) The Custodian agrees to exercise reasonable care, prudence and
diligence in performing the duties set forth in Section (B) (i) as the
Custodian exercises in performing its responsibility under the
Agreement for the safekeeping of Client's Property.
(ii) Upon the receipt of Instructions from Client (or its
duly-authorized investment manager or investment adviser), Custodian
shall withdraw Client's Property from an Eligible Securities Depository
that no longer meets the requirements of Rule 17f-7 as soon as
reasonably practicable.
(C) MISCELLANEOUS:
(i) Nothing in this Addendum shall relieve the Custodian of any
responsibility otherwise provided in the Agreement or this Addendum for
loss or damage suffered by the Client from an act of negligence or
willful misconduct on the part of the Custodian.
(ii) Nothing in this Addendum shall require the Custodian to make
any selection on behalf of the Client that would entail consideration
of any factor reasonably related to the systemic risk of holding assets
in a particular country including, but not limited to, such country's
financial infrastructure and prevailing settlement practices. The
Custodian agrees to provide to the Client such information relating to
such risk as the Client shall reasonably request from time to time and
such other information as the Custodian generally makes available to
customers with regard to such countries and risk. The Client and the
Board may reasonably rely on the veracity and completeness of such
information.
(D) TERMINATION:
(i) The Client may terminate this delegation upon written notice
to the Custodian.
(ii) The Custodian may terminate its acceptance of this delegation
upon ninety (90) days written notice to the Client.
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IN WITNESS WHEREOF, the parties have caused this Addendum to be executed as of
the 5th day of December, 2000, by their respective officers thereunto duly
authorized.
CITIBANK, N.A., NEW YORK OFFICE JANUS INVESTMENT FUND
By: By:
Name: Name:
Title: Title:
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