Exhibit 7(y)
AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of January 21,
2005, by and between Janus Aspen Series Fund, on behalf of each of its
Portfolios (the "Fund"), and State Street Bank and Trust Company (the
"Custodian"). Capitalized terms used in this Amendment without definition shall
have the respective meanings given to such terms in the Custodian Contract
referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated September 13, 1993, as amended (the "Contract"); and
WHEREAS, the Fund and the Custodian desire to amend the Contract to
reflect the addition of a provision entitled Confidential Information regarding
the Fund's confidential information, including portfolio holdings.
In consideration of the foregoing and the mutual covenants and
agreements contained herein, the Custodian and the Fund hereby agree amend the
Contract, by adding Article 2.16 to the Contract, as set forth below:
2.16. Confidential Information
The Custodian agrees that during the term of the Contract, it will maintain
policies reasonably designed to prohibit the dissemination or use of the Fund's
nonpublic information, including portfolio holdings information, by the
Custodian or its employees, including restrictions on the dissemination of
nonpublic information within the Custodian's business on a need-to-know basis
and a prohibition on the Custodian's employees engaging in securities
transactions based on insider information or knowledge of the Fund's trading
position or plans.
Dissemination of nonpublic information may occur only: (i) for purposes
contemplated by the Contract; (ii) at the direction of the Fund pursuant to
proper instructions; (iii) aggregated, without reference to such Fund, in whole
or in part, with other client information for the Custodian's own marketing,
reporting or other purposes; or (iv) as requested or required in any legal or
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 (iv), above, shall be
proceeded by reasonable notice to the Fund.
Further, Custodian shall use reasonable efforts to require that all foreign
sub-custodians under Article 3 of the Contract shall agree to use reasonable
efforts to maintain the confidentiality of Fund nonpublic information, subject
to the exceptions noted in subsections (i) through (iv) above. Notwithstanding
the foregoing, the Custodian shall not be liable for any foreign sub-custodian's
breach of such an agreement.
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.
Witnessed by: STATE STREET BANK AND TRUST COMPANY
/s/ Xxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Executive Vice President
Witnessed by: JANUS ASPEN SERIES
/s/ Xxxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxxx
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