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FOREIGN CUSTODY MANAGER ADDENDUM
TO
GLOBAL CUSTODIAL SERVICES AGREEMENT, dated as of , 1999, by and between JANUS
ASPEN SERIES (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 directors (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.
(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)(2)
under the Investment Company Act of 1940, as amended from time to
time), in respect to the Client's foreign investments held from time to
time by the Custodian with any Subcustodian or Clearance System (each
defined in the Agreement) that is an Eligible Foreign Custodian (as
defined in Rule 17f-5(a)(1)) and that is not a Compulsory Depository as
defined below. Foreign investments are any Property (as defined in the
Agreement) for which the primary market is outside the U.S.A.
(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 Custodian shall promptly so advise the
Client and shall then act in accordance with Instructions
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(as defined in the Agreement) 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 (as defined in the
Agreement).
(iii) Nothing in this paragraph 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.
(iv) 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.
(B) Compulsory Depositories:
(i) Notwithstanding the provisions of Section A above, the Custodian
shall not serve as Foreign Custody Manager in respect of any Compulsory
Depository, as defined below. The Custodian, through its branches or
any Subcustodians, shall be entitled to deposit and maintain the
foreign investments in Compulsory Depositories as the Custodian deems
prudent and appropriate, unless otherwise instructed by the Client or
its delegate;
(ii) Prior to depositing the foreign investments in any Compulsory
Depository, the Custodian shall notify the Client that a Compulsory
Depository will be used and provide the Client, in respect of the
Compulsory Depository, with current information of the type the
Custodian provided to clients in the Custodian's informational binders
entitled "SEC Rule 17f-5 Package". The Custodian, shall make its
representatives available to consult, in good faith, with such of the
Client's delegates as the Client shall designate regarding the
advisability of depositing the Client's foreign investments with any
Compulsory Depository;
(iii) The Custodian shall provide the Client with reports regarding
Compulsory Depositories as provided in Section (A)(ii)(5), above and
shall provide the Client with such other information with regard to any
Compulsory Depository as the Client shall reasonably request;
(iv) A "Compulsory Depository" shall mean a Clearance System that is a
non-U.S. securities depository or clearing agency the use of which is
mandatory (x) by law or regulation, (y) because securities cannot be
withdrawn from the depository or clearing agency or (z) because
maintaining securities outside the securities depository or clearing
agency is not consistent with prevailing local custodial practices. The
Custodian shall supply to the Client from time to time a schedule of
the Compulsory Depositories in which the Custodian holds the Client's
foreign investments; and
(v) Notwithstanding anything to the contrary contained in this Section
(B), the Custodian agrees that if, and at such time as, the Securities
and Exchange Commission further revises Rule 17f-5 to modify the
application of the Rule with respect to the selection of, monitoring of
and contracting with Compulsory Depositories, the Custodian will
negotiate with the Client in good faith as to the terms under which it
will accept such further delegation.
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(C) 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.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed as of
the day of , 1999, by their respective officers thereunto duly authorized.
CITIBANK, N.A., NEW YORK OFFICE JANUS ASPEN SERIES
By: ________________________________ By: _______________________________
Name: ______________________________ Name: ____________________________
Title: _____________________________ Title: ____________________________
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