[CITIBANK LOGO]
Citibank, N.A.
Worldwide Securities Services
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Exhibit 7(m)
FOREIGN CUSTODY MANAGER ADDENDUM
TO
GLOBAL CUSTODIAL SERVICES AGREEMENT, dated as of December 5, 2000 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 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
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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 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
Depostory in each country in which the Custodian acts as custodian for
assets of the Client. The Custodian shall (a) provide the Client (or
its 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 such 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.
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(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.
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 Aspen Series
By:/s/Xxxx Xxxxxxxx By:/s/Xxxxxx Xxxxxx Xxxxx
Name: Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxxx
Title: Vice President Title: Vice President
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