EXHIBIT 8(g)
SUBCUSTODIAN CONTRACT
Between
UNITED MISSOURI BANK, N.A.
Certain Mutual Funds Advised or Subadvised By
Janus Capital Management, Inc.
and
STATE STREET BANK AND TRUST COMPANY
Table of Contents
Page
1. Employment of Subcustodian, Establishment of the Joint Account
and Property to be Held by Subcustodian ..................................2
2. Duties of the Subcustodian with Respect to Property
of the Funds Held by the Subcustodian ....................................2
2.1 Holding of Securities .......................................2
2.2 Delivery of Securities ......................................2
2.3 Collection of Income ........................................3
2.4 Payment of Fund Monies ......................................4
2.5 Liability for Payment in Advance of
Receipt of Securities Purchased .............................4
2.6 Appointment of Agents .......................................4
2.7 Deposit of Fund Assets in Securities System .................5
2.8 Fund Assets Held in the Subcustodian's
Direct Paper System .........................................6
2.9 Segregated Account ..........................................6
2.10 Ownership Certificates for Tax Purposes .....................7
2.11 Communications Relating to Securities .......................7
2.12 Proper Instructions .........................................7
2.13 Actions Permitted Without Express Authority .................7
2.14 Evidence of Authority .......................................7
3. Records ..................................................................8
4. Opinion of Funds' Independent Accountant .................................8
5. Reports to Funds by Independent Public Accountants .......................8
6. Compensation of Subcustodian .............................................8
7. Responsibility of Subcustodian ...........................................8
8. Liability of Subcustodian for Actions of Third-Party Subcustodians .......9
9. Effective Period, Termination and Amendment .............................10
10. Successor Subcustodian ..................................................10
11. Interpretive and Additional Provisions ..................................10
12. Massachusetts Law to Apply 11
13. Prior Contracts .........................................................11
Schedule A ..............................................................13
Subcustodian Contract
This Contract between United Missouri Bank, N.A. (hereafter referred to as
the "Custodian"), State Street Bank and Trust Company, a Massachusetts trust
company, (hereafter referred to as the "Subcustodian"), and each of the
registered investment companies listed on Schedule A attached hereto on behalf
of itself or, in the case of a series company, one or more of its portfolios or
series listed on Schedule A (hereinafter referred to individually as a "Fund",
and collectively as the "Funds").
WITNESSETH:
WHEREAS, the Custodian acts as custodian for the Funds, all of which are
open-end management investment companies registered under the Investment Company
Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Securities and Exchange Commission, in an order dated October
11, 1995 and published in Investment Company Act Release No. 21407, granted an
application for exemptive relief, thereby allowing the Funds to participate in
joint trading accounts to be used to enter into short term investments; and
WHEREAS, the Funds desire that the Custodian appoint the Subcustodian as
its subcustodian for the purpose of establishing one or more joint trading
accounts (a "Joint Account") and holding cash and securities for the Funds in
connection with repurchase transactions and other short-term investments
effected through a Joint Account; and
WHEREAS, other registered open-end management investment companies for
which Janus Capital Management, Inc. serves as investment adviser (the "Janus
Funds") may, along with the Funds, participate in transactions through a Joint
Account; and
WHEREAS, the Subcustodian may, from time to time, enter into subcustodian
agreements with the Janus Funds and each of the custodians employed by such
Janus Funds (the "Janus Custodians"); and
WHEREAS, the Funds and the Janus Funds may, from time to time, enter into
one or more written repurchase agreements, pursuant to which one or more of the
Funds and the Janus Funds will agree to purchase and resell, and the sellers
named in such agreements will agree to sell and repurchase through a Joint
Account, certain securities (collectively, the "Repurchase Securities") (such
repurchase agreements being hereinafter referred to collectively, as the
"Repurchase Agreements");
Whereas, the Funds and the Janus Funds may, from time to time, invest in
other short-term investments through a Joint Account (such investments
hereinafter referred to as the "Short-Term Investments").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Subcustodian: Establishment of the Joint Account: and
Property to be Held by Subcustodian
On behalf of the Funds, the Custodian hereby employs and appoints the
Subcustodian as a subcustodian for the Funds, subject to the terms and
provisions of this Contract. Pursuant to Article 2.9 hereof, upon receipt of
Proper Instructions (as hereinafter defined), the Subcustodian shall appoint one
or more Third-Party Subcustodians (as hereinafter defined) to exercise the
powers and perform the duties set forth in this Contract and/or additional
powers and duties related to repurchase transactions effected through a Joint
Account.
The Subcustodian shall establish a Joint Account to hold cash for the
purpose of effecting Repurchase Agreements and investing in Short-Term
Investments and to hold any Repurchase Securities and any securities
representing Short-Term Investments ("Short-Term Securities") (1) received by it
for the account of the Custodian as custodian for the Funds, (2) received by it
for the account of other Janus Custodians and (3) received or held by it as
custodian for other Janus Funds.
The Custodian may from time to time deposit cash with the Subcustodian in a
Joint Account. The Subcustodian shall not be responsible for any property of the
Funds held or received by the Funds and not delivered to the Subcustodian.
2. Duties of the Subcustodian with Respect to Property of the Funds Held By
the Subcustodian
2.1 Holding of Securities. The Subcustodian shall receive and hold the
Repurchase Securities and Short-Term Securities (hereinafter referred to
together as the "securities") as follows: (1) in the case of certificated
securities, by physical receipt of the share certificates or other
instruments representing such securities and by physical segregation of
such certificates or instruments from other assets of the Subcustodian in a
manner indicating that such securities are being held for the benefit of
the Custodian and other identified Janus Custodians, as their respective
interests therein may appear; (2) in the case of securities held in
book-entry form by a Securities System (as hereinafter defined), in
accordance with the provisions of Section 2.7 of this Contract; (3) in the
case of Short-Term Securities of an issuer for which the Subcustodian acts
as issuing and paying agent ("Direct Paper") which is deposited and/or
maintained in the Direct Paper System of the Subcustodian, in accordance
with Section 2.8 of this Contract.
2.2 Delivery of Securities. The Subcustodian shall release and deliver
securities owned by the Funds held by the Subcustodian or in a Securities
System account of the Subcustodian or in the Subcustodian's Direct Paper
book entry system account ("Direct Paper Account") only upon receipt of
Proper Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only as follows:
(a) In the case of Repurchase Securities:
1) To the other party to the Repurchase Agreement pursuant to the
terms of such Repurchase Agreement against receipt of payment therefor
by: (i) cash, bank credit, or bank wire transfer received by the
Subcustodian; or (ii) credit to the customer only account of the
Subcustodian with a Securities System in accordance with the
provisions of Section 2.7 hereof;
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2) In the case of Repurchase Securities held in physical form, in
accordance with "street delivery custom" to a broker or its clearing
agent, against delivery to the Subcustodian of a receipt for such
Repurchase Securities; provided that the Subcustodian shall have taken
all actions possible to ensure prompt collection of the payment for,
or the return of such Repurchase Securities by the broker or its
clearing agent;
3) To the Custodian or a Third-Party Subcustodian;
4) For any other proper corporate purpose, BUT ONLY upon receipt of,
in addition to Proper Instructions, a certified copy of a resolution
of the respective Boards of Directors signed by an officer and
certified by the Secretary or an Assistant Secretary of the respective
Funds, specifying the securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or persons to
whom delivery of such securities shall be made.
(b) In the case of Short-Term Securities:
1) Upon sale of such Short-Term Securities for the account of the
Funds and receipt of payment therefor by (i) cash, bank credit, or
bank wire transfer received by the Subcustodian;
2) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.7 hereof;
3) In the case of Short-Term Securities held in physical form, in
accordance with "street delivery custom" to a broker or its clearing
agent, against delivery to the Subcustodian of a receipt for such
Short-Term Securities; provided that the Subcustodian shall have taken
all actions possible to ensure prompt collection of the payment for,
or the return of such Short-Term Securities by the broker or its
clearing agent;
4) For any other proper corporate purpose, BUT ONLY upon receipt of,
in addition to Proper Instructions, a certified copy of a resolution
of the respective Boards of Directors signed by an officer and
certified by the Secretary or an Assistant Secretary of the respective
Funds, specifying the securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or persons to
whom delivery of such securities shall be made.
2.3 Collection of Income. The Subcustodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which the Funds shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely basis all
income and other payments with respect to bearer securities if, on the date
of payment by the issuer, such securities are held by the Subcustodian or
its agent thereof and shall credit such income, as collected, to the
applicable Fund.
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2.4 Payment of Fund Monies. Upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, the
Subcustodian shall pay out monies of the Funds in the following cases only:
1) Upon the purchase of Short-Term Securities for the account of the
Funds but only (a) against the delivery of such Short-Term Securities
to the Subcustodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
Investment Company Act to act as a custodian and has been designated
by the Subcustodian as its agent for this purpose) registered in the
name of the Funds or in the name of a nominee of the Subcustodian or
in proper form for transfer; (b) in the case of a purchase effected
through a Securities System, in accordance with the provisions of
Section 2.7 hereof; or (c) in the case of a purchase involving the
Direct Paper System, in accordance with the provisions of Section 2.8;
2) In the case of Repurchase Agreements entered into between the Funds
and the Subcustodian, or another bank, or a broker-dealer which is a
member of the National Association of Securities Dealers, Inc.,
provided that payment shall be made by the Subcustodian: (a) with
respect to Repurchase Securities to be held by the Subcustodian, only:
(i) against delivery of such Repurchase Securities either in
certificate form or through a transfer of such Repurchase Securities
to a customer only account of the Subcustodian on the book-entry
records of a Securities System in accordance with the provisions of
Section 2.7 or (ii) against delivery of the receipt evidencing
purchase by the Funds of securities owned by the Subcustodian along
with written evidence of the agreement by the Subcustodian to
repurchase such securities from the Funds; or (b) with respect to
Repurchase to be held by a Third Party Subcustodian (as defined in
Section 2.9 hereof), in accordance with the terms and conditions of
the subcustodian agreement with such Third Party Subcustodian.
3) For deposit with the Custodian, which deposit will be made daily and
will represent the total principal and accrued interest allocable to
the Funds in a Joint Account on the morning of each trading day;
4) For any other proper purpose, BUT ONLY upon receipt of, in addition to
Proper Instructions, a certified copy of a resolution of the
respective Boards of Directors of the Funds signed by an officer of
and certified by the Secretary or an Assistant Secretary of the
respective Funds, specifying the amount of such payment, setting forth
the purpose for which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the person or persons to
whom such payment is to be made.
2.5 Liability for Payment in Advance of Receipt of Securities Purchased. Except
as specifically stated otherwise in this Contract, in any and every case
where payment for purchase of securities for the account of the Funds is
made by the Subcustodian in advance of receipt of the securities purchased
in the absence of specific written instructions from the Funds to so pay in
advance, the Subcustodian shall be absolutely liable to the Funds for such
securities to the same extent as if the securities had been received by the
Subcustodian.
2.6 Appointment of Agents. The Subcustodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under
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the Investment Company Act to act as a custodian, as its agent to carry out
such of the provisions of this Article 2 as the Subcustodian may from time
to time direct; PROVIDED, however, that the appointment of any agent shall
not relieve the Subcustodian of its responsibilities or liabilities
hereunder.
2.7 Deposit of Fund Assets in Securities Systems. The Subcustodian may deposit
and/or maintain securities held under this Contract in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of
the Securities Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred to herein as
"Securities System" in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:
1) The Subcustodian may keep such securities in a Securities System
provided that such securities are represented in an account
("Account") of the Subcustodian in the Securities System which shall
not include any assets of the Subcustodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2) The records of the Subcustodian with respect to such securities shall
identify those securities belonging to the Funds as being held for the
benefit of the Joint Account;
3) The Subcustodian shall pay for purchases of any such securities upon
(i) receipt of advice from the Securities System that such securities
have been transferred to the Account, and (ii) the making of an entry
on the records of the Subcustodian to reflect such payment and
transfer for the account of the Custodian. The Subcustodian shall
transfer any such securities sold upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of the Subcustodian to reflect such transfer and payment for
the account of the Custodian. Copies of all advices from the
Securities System of transfers of such securities shall identify the
Joint Account, be maintained for the Funds by the Subcustodian and be
provided to the Funds at their request. Upon request, the Subcustodian
shall furnish the Funds confirmation of each such transfer in the form
of a written advice or notice and shall furnish to the Funds copies of
daily transaction sheets reflecting each day's transactions in the
Securities System for the securities held hereunder.
4) The Subcustodian shall provide the Funds with any report obtained by
the Subcustodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding securities
deposited in the Securities System;
5) The Subcustodian shall have received the initial or annual
certificate, as the case may be, required by Article 9 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Subcustodian shall be liable to the Funds for any loss or damage to
the Funds resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Subcustodian or any of
its agents or of any of its or their employees or from failure of the
Subcustodian or any such agent to enforce effectively such rights as
it may have
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against the Securities System; at the election of the Funds, they
shall be entitled to be subrogated to the rights of the Subcustodian
with respect to any claim against the Securities System or any other
person which the Subcustodian may have as a consequence of any such
loss or damage if and to the extent that the Funds have not been made
whole for any such loss or damage.
2.8 Fund Assets Held in the Subcustodian's Direct Paper System. The
Subcustodian may deposit and/or maintain Short-Term Securities owned by the
Funds in the Direct Paper System of the Subcustodian subject to the
following provisions:
1) No transaction relating to Short-Term Securities in the Direct Paper
System will be effected in the absence of Proper Instructions;
2) The Subcustodian may keep such Short-Term Securities in the Direct
Paper System only if such Short-Term Securities are represented in an
account ("Account") of the Subcustodian in the Direct Paper System
which shall not include any assets of the Subcustodian other than
assets held as a fiduciary, custodian or otherwise for customers;
3) The records of the Subcustodian with respect to such Short-Term
Securities which are maintained in the Direct Paper System shall
identify those securities belonging to the Funds as being held for the
benefit of the Custodian and other identified Janus Custodians through
a Joint Account as their respective interests therein may appear;
4) The Subcustodian shall pay for purchases of such securities upon the
making of an entry on the records of the Subcustodian to reflect such
payment and transfer of securities to a Joint Account. The
Subcustodian shall transfer such securities sold upon the making of an
entry on the records of the Subcustodian to reflect such transfer and
receipt of payment for a Joint Account;
5) The Subcustodian shall furnish the Funds confirmation of each transfer
to or from a Joint Account, in the form of a written advice or notice,
of Direct Paper on the next business day following such transfer and
shall furnish to the Funds copies of daily transaction sheets
reflecting each day's transaction in the Securities System for the
Short-Term Securities held hereunder;
6) The Subcustodian shall provide the Funds with any report on its system
of internal accounting control as the Funds may reasonably request
from time to time.
2.9 Third-Party Subcustodians. Upon receipt of Proper Instructions from the
Funds, the Subcustodian shall, on behalf of the Custodian and the Funds,
appoint one or more banks, trust companies or other entities designated in
such Proper Instructions to act as its subcustodian (a "Third-Party
Subcustodian") for purposes of facilitating third-party repurchase
transactions from time to time entered into by one or more of the Funds or
the Janus Funds through a Joint Account. The Subcustodian shall, at the
request of the Funds, enter into such agreements as shall be satisfactory
in form and substance to the Subcustodian, the Custodian and the Funds as
required in order to employ any Third-Party Subcustodian, and shall take
all other actions as may be reasonable and desirable to effect and
facilitate such third-party repurchase transactions.
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2.10 Ownership Certificates for Tax Purposes. The Subcustodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of the Funds held by it and in connection with
transfers of such securities.
2.11 Communications Relating to Securities. If the Subcustodian shall receive
any notices or reports in respect of Repurchase Agreements, Repurchase
Securities or Short-Term Securities held by it hereunder, it shall promptly
upon receipt thereof transmit to the Custodian any such notices or reports.
2.12 Proper Instructions. Proper Instructions means a writing signed or
initialed by one or more person or persons as the respective Boards of
Directors of the Funds shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such
action is requested. Oral instructions will be considered Proper
Instructions if the Subcustodian reasonably believes them to have been
given by a person authorized to give such instructions with respect to the
transaction involved. The Funds shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the respective Boards of
Directors of the Funds accompanied by a detailed description of procedures
approved by such Board of Directors, Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that such Board of Directors and the Subcustodian are
satisfied that such procedures afford adequate safeguards for the
respective Fund's assets.
2.13 Actions Permitted without Express Authority. The Subcustodian may in its
discretion, without express authority from the Funds:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, PROVIDED that all such payments shall be accounted for to
the Funds;
2) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Funds held by the
Subcustodian except as otherwise directed by the respective Boards of
Directors of the Funds.
2.14 Evidence of Authority. The Subcustodian shall be protected in acting upon
any instructions, notice, request, consent, certificate or other instrument
or paper believed by it to be genuine and to have been properly executed by
or on behalf of a Fund. The Subcustodian may receive and accept a certified
copy of a vote of the respective Boards of Directors of the Funds as
conclusive evidence (a) of the authority of any person to act in accordance
with such vote or (b) of any determination or of any action by such Board
of Directors pursuant to the Articles of Incorporation as described in such
vote, and such vote may be considered as in full force and effect until
receipt by the Subcustodian of written notice to the contrary.
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3. Records
The Subcustodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Funds under the Investment Company Act, with particular
attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such
records shall be the property of the Funds and shall at all times during the
regular business hours of the Subcustodian be open for inspection by duly
authorized officers, employees or agents of the Funds and employees and agents
of the Securities and Exchange Commission. The Subcustodian shall, at a Fund's
request, supply the Fund with a tabulation of securities owned by the Fund and
held by the Subcustodian and shall, when requested to do so by the Fund and for
such compensation as shall be agreed upon between the Fund and the Subcustodian,
include certificate numbers in such tabulations.
The Subcustodian shall maintain records which reflect at all times (1) the
respective aggregate investment of each Fund and each of the other Janus Funds
in a Joint Account and (2) each Fund's and each of the other Janus Funds'
respective PRO RATA share of each Repurchase Agreement and Short-Term Investment
held in a Joint Account.
4. Opinion of Funds' Independent Accountants
The Subcustodian shall take all reasonable action, as the Funds may from
time to time request, to obtain from year to year favorable opinions from the
Funds' respective independent accountants with respect to the Subcustodian's
activities hereunder in connection with the preparation of the respective Funds'
Forms N-1A, and Forms N-SAR or other annual reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
5. Reports to Funds by Independent Public Accountants
The Subcustodian shall provide the Funds, at such times as the Funds may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Subcustodian under this
Contract; such reports, shall be of sufficient scope and in sufficient detail,
as may reasonably be required by the Funds to provide reasonable assurance that
any material inadequacies would be disclosed by such examination, and, if there
are no such inadequacies, the reports shall so state.
6. Compensation of Subcustodian
The Subcustodian shall be entitled to reasonable compensation for its
services and expenses as Subcustodian, as agreed upon from time to time between
the Funds and the Subcustodian and as initially set forth in the Jumbo
Repurchase Agreement Fee Schedule attached as Schedule B to this Contract.
7. Responsibility of Subcustodian
So long as and to the extent that it is in the exercise of reasonable care,
the Subcustodian shall not be responsible for the title, validity or genuineness
of any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to
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be signed by the proper party or parties. The Subcustodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to the Custodian
and/or the Funds for any action taken or omitted by it in good faith without
negligence. It shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Custodian and/or the Funds) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.
Except as may arise from the Subcustodian's own negligence or willful
misconduct or the negligence or willful misconduct of an agent, the Subcustodian
shall be without liability to the Funds or the Custodian for any loss,
liability, claim or expense resulting from or caused by; (i) events or
circumstances beyond the reasonable control of the Subcustodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, nationalization or expropriation, imposition of currency controls or
restrictions, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, acts
of war or terrorism, riots, revolutions, work stoppages, natural disasters or
other similar events or acts; (ii) errors by the Custodian, the Funds or Janus
Capital Management, Inc. in their instructions to the Subcustodian provided such
instructions have been in accordance with this Contract; (iii) the insolvency of
or acts or omissions by a Securities System; (iv) any delay or failure of any
broker, agent or intermediary, central bank or other commercially prevalent
payment or clearing system to deliver to the Subcustodian's agent securities
purchased or in the remittance or payment made in connection with securities
sold; (v) any delay or failure of any company, corporation, or other body in
charge of registering or transferring securities in the name of the
Subcustodian, the Funds, the Custodian, nominees or agents or any consequential
losses arising out of such delay or failure to transfer such securities
including non-receipt of bonus, dividends and rights and other accretions or
benefits; (vi) delays or inability to perform its duties due to any disorder in
market infrastructure with respect to any particular security or Securities
System; and (vii) any provision of any present or future law regulation or order
of the United States of America, or any state thereof, or any other country, or
political subdivision thereof or of any court of competent jurisdiction.
If the Funds require the Subcustodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Subcustodian, result in the Subcustodian or its nominee
assigned to the Funds being liable for the payment of money or incurring
liability of some other form, the Funds, as a prerequisite to requiring the
Subcustodian to take such action, shall provide indemnity to the Subcustodian in
an amount and form satisfactory to it.
If the Funds require the Subcustodian to advance cash or securities for any
purpose in the event that the Subcustodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Funds shall be
security therefor and should the Funds fail to repay the Subcustodian promptly,
the Subcustodian shall be entitled to utilize available cash and to dispose of
assets of the Funds to the extent necessary to obtain reimbursement.
8. Liability of Subcustodian for Actions of Third-Party Subcustodians. The
Subcustodian shall not be liable to the Funds or the Custodian for any loss,
damage or expense resulting from any action or inaction of a Third-Party
Subcustodian, unless such loss, damage or expense is caused by, or results from
the negligence, misfeasance or misconduct of the Subcustodian. The Subcustodian
shall have no implied duty to supervise the activities of any Third-Party
Subcustodian.
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9. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
any party by an instrument in writing delivered or mailed, postage prepaid to
the other parties, such termination to take effect not sooner than thirty (30)
days after the date of such delivery or mailing; PROVIDED, however that the
Subcustodian shall not act for any Fund under Section 2.7 hereof in the absence
of receipt of an initial certificate of the Secretary or an Assistant Secretary
of such Fund that the Board of Directors of such Fund has approved the initial
use of a particular Securities System as required by Rule 17f-4 under the
Investment Company Act and that the Custodian shall not act under Section 2.13
hereof in the absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary of such Fund that its Board of Directors has approved the
initial use of the Direct Paper System; PROVIDED FURTHER, however, that a Funds
shall not amend or terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of its Articles of Incorporation,
and further provided, that the Funds may at any time by action of their
respective Boards of Directors immediately terminate this Contract in the event
of the appointment of a conservator or receiver for the Subcustodian by the
Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.
This Contract may be terminated as to one or more Funds (but less than all
Funds) by delivery of an amended Schedule A pursuant to this Article 9. The
execution and delivery of an amended Schedule A which deleted one or more Funds
shall constitute a termination of this Contract only with respect to such
deleted Fund(s) but shall not affect this Contract with respect to any other
Fund. In addition, this Contract shall terminate with respect to a Fund upon the
effective date of the termination of such Fund's agreement with its Custodian by
which such Custodian ceases to serve as the Custodian for the securities, cash
and other assets of the Fund.
Schedule A listing the Funds which are parties hereto may be amended from
time to time to add or delete one or more Funds, by the Fund's delivery of an
amended Schedule A to the Custodian and the Subcustodian.
Upon termination of this Contract, the Funds shall pay to the Subcustodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Subcustodian for its costs, expenses and disbursements.
10. Successor Subcustodian
In the event of termination of this Contract, the Subcustodian will deliver
any assets held by it hereunder to the Custodian or to such successor
subcustodian as the Custodian shall instruct in a manner to be mutually agreed
upon by the parties hereto or in the absence of such agreement in a reasonable
manner. Further in the event of termination, the Subcustodian shall be entitled
to receive prior to the delivery of the securities held by it all accrued fees
and unreimbursed expenses the payment of which is contemplated by Article 9
hereof.
11. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Subcustodian, and
the Funds may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract
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as may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by such parties and shall be annexed hereto, PROVIDED that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Articles of Incorporation of any Fund.
No interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
12. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the Commonwealth of Massachusetts.
13. Prior Contracts
This Contract constitutes the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the
day of , 1996.
ATTEST UNITED MISSOURI BANK, N.A.
________________________ By:_________________________________________
ATTEST STATE STREET BANK AND TRUST COMPANY
_______________________ By:_________________________________________
ATTEST FUNDS LISTED ON SCHEDULE A
________________________ By:_________________________________________
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Subcustodian Contract
United Missouri Bank, N.A. and
Certain Mutual Funds Advised or Subadvised
by Janus Capital Management
SCHEDULE A
Janus Investment Fund
Janus Money Market Fund
Janus Tax-Exempt Money Market Fund
Janus Government Money Market Fund
Janus Aspen Series
Money Market Portfolio
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