EX-99.G.27 2 d281124dex99g27.htm EX-99(G)(27) EX-99(g)(27)

Exhibit (g)(27)

CUSTODIAN CONTRACT

This Custodian Contract dated as of October 19, 2017, is by and between Janus Investment Fund, a business trust organized and existing under the laws of Massachusetts, having its principal place of business at 151 Detroit Street, Denver, Colorado 80206-9916, hereinafter called the “Fund”, and BNP Paribas, acting through its New York branch, duly organized under the laws of France and licensed by the New York State Department of Financial Services, and having its principal place of business in New York at 787 Seventh Avenue, New York, New York 10019 (the “Custodian”).

WITNESSETH:

WHEREAS, the Fund desires for the Custodian to provide certain custodial services relating to the securities and other assets of each Portfolio (as defined below) of the Fund; and

WHEREAS, the Custodian is willing to provide the services upon the terms and conditions contained in this Contract; and

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interest in a separate portfolio of securities and other assets (each such series set forth on Appendix 1 and collectively with all other series subsequently established by the Fund and made subject to this Contract in accordance with Section 18 hereof, being herein referred to as “Portfolio(s)”).

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1.        Employment of Custodian and Property to be Held by It. The Fund hereby employs the Custodian as the custodian of the assets of each Portfolio, including securities it desires to be held in places within the United States (“domestic securities”) and securities it desires to be held outside the United States (“foreign securities”) and all cash or cash equivalents incidental thereto, pursuant to the provisions of the Amended and Restated Agreement Declaration of Trust (“Declaration of Trust”). The Fund, on behalf of each Portfolio, agrees to deliver to the Custodian all foreign securities and domestic securities and cash owned by it from time to time, all payments of income, payments of principal or capital distributions received by it with respect to all foreign and domestic securities owned by the Fund from time to time, and the cash consideration received by the Fund for such new or treasury shares of capital stock as it may issue or sell from time to time. The Custodian shall not be responsible for any property of the Fund held or received by the Fund and not delivered to the Custodian or which is delivered in accordance with “Proper Instructions” (within the meaning of Section 6). With respect to uncertificated shares (the “Underlying Shares”) of “investment companies”, the book-entry identification of those Underlying Shares belonging to a Portfolio on the records of the Custodian will be deemed custody for purposes hereof.

Upon receipt of “Proper Instructions” (within the meaning of Section 6), the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians, located in the United States but only in accordance with an applicable vote by the Board of Trustees of the Fund on behalf of the applicable Portfolio(s). The Custodian may


place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof. The Custodian shall exercise reasonable care in the selection or retention, monitoring and continued use of a sub-custodian in light of prevailing rules, terms, regulatory and legal status of a sub-custodian and the practices and procedures in the relevant market. With respect to any sub-custodian that is an affiliate of the Custodian, Custodian shall be liable to the same extent as it would be liable for its acts or failures to act under this Contract. With respect to sub-custodians that are not affiliated, Custodian shall be liable for its failure to exercise reasonable care in the selection and monitoring of such entity and to the extent of its own negligence, fraud, bad faith, recklessness or willful misconduct. The engagement of Foreign Sub-Custodians shall be subject to the additional provisions of Section 3 and 4.

2.        Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States

2.1      Holding Securities. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property to be held by it in the United States including all domestic securities owned by such Portfolio, other than (a) securities which are maintained pursuant to Section 2.10 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as “Securities System” and (b) Underlying Shares owned by a Portfolio which are maintained pursuant to Section 2.11 hereof in an account with Janus Services LLC or such other entity which may from time to time be appointed by the Fund to act as transfer agent for the Underlying Portfolios (the “Underlying Transfer Agent”) and with respect to which the Custodian is provided with Proper Instructions.

2.2      Delivery of Securities. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian or in a Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only up on receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

 

  1.) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;

 

  2.) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

 

  3.) In the case of a sale effected through a Securities System, in accordance with the provisions of Section 2.10 hereof;

 

  4.) To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

 

  5.) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

 

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  6.) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.9 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

 

  7.) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence, fraud, bad faith, recklessness or willful misconduct;

 

  8.) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

 

  9.) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

 

  10.) For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral;

 

  11.) For delivery as security in connection with any borrowings by the Fund on behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed;

 

  12.) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of the Portfolio;

 

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  13.) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of the Portfolio;

 

  14.) Upon receipt of instructions from the transfer agent (“Transfer Agent”) for the Fund, for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Fund’s currently effective prospectus and statement of additional information, (“Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption;

 

  15.) In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.11 hereof;

 

  16.) For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

 

  17.) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom delivery of such securities shall be made.

2.3        Registration of Securities. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.9 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Contract shall be in “street name” or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

2.4        Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust

 

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company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

2.5       Availability of Federal Funds. Upon mutual agreement between the Fund on behalf of each applicable Portfolio and the Custodian, the Custodian shall, upon the receipt of Proper Instructions from the Fund on behalf of a Portfolio, make federal funds available to such Portfolio as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of such Portfolio which are deposited into the Portfolio’s account.

2.6       Collection of Income. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio 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 domestic bearer securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent and shall credit such income, as collected, to such Portfolio’s custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

2.7       Payment of Fund Monies. Upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

 

  1.)

Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section 2.10 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.11; (d) in the case of repurchase agreements entered into between the Fund on behalf of the Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account

 

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of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined in Section 6 hereof;

 

  2.) In connection with conversion, exchange or surrender of securities owned by the Portfolio and in the case of warrants, rights or similar securities as set forth in Section 2.2 hereof;

 

  3.) For the redemption or repurchase of Shares issued by the Portfolio as set forth in Section 5 hereof;

 

  4.) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

 

  5.) For the payment of any dividends declared pursuant to the governing documents of the Fund;

 

  6.) For payment of the amount of dividends received in respect of securities sold short;

 

  7.) In connection with a lending or borrowing transaction between the Fund, on behalf of a Portfolio, and another investment company, on behalf of a portfolio thereof, advised by Janus Capital Management LLC (or its successors and assigns);

 

  8.) For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

 

  9.) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

2.8      Liability for Payment in Advance of Receipt of Securities Purchased. Except as specifically stated otherwise in Section 2.7 (1) (d) with respect to repurchase agreements, Section 2.10 with respect to purchases of securities in a Securities System, and Section 2.11 with respect to purchases of Underlying Shares, in any and every case where payment for purchase of domestic securities for the account of a Portfolio is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund on behalf of such Portfolio to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian.

2.9      Appointment of Agents. The Custodian 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 the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to

 

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time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. No Underlying Transfer Agent acting as such shall be deemed an agent or sub-custodian of the Custodian for the purposes of this Section 2.9 or any other provision of this Contract.

2.10     Deposit of Fund Assets in Securities Systems. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

2.11     Deposit of Fund Assets with the Underlying Transfer Agent. Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with the Underlying Transfer Agent. The Underlying Transfer Agent shall be deemed to be acting as if it is a securities depository for purposes of Rule 17f-4 under the Investment Company Act of 1940. The Fund hereby directs the Custodian to deposit and/or maintain such securities with the Underlying Transfer Agent. The Custodian’s only responsibilities with respect to Underlying Shares deposited with the Underlying Transfer Agent shall be limited to the following:

 

  1.) Receive confirmation or a statement from the Underlying Transfer Agent, that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.

 

  2.) In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian’s books and records.

 

  3.) In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian’s books and records. The Custodian, or its agent, shall send the Fund copies of purchase and sale confirmations received from the Underlying Transfer Agent, as the Fund may reasonably request from time to time.

 

  4.) The Custodian shall send to the Fund reports on its system of internal accounting control as the Fund may reasonably request from time to time.

The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except for losses resulting directly from the negligence, fraud, bad faith, recklessness or willful misconduct of the Custodian or any of its agents or of any of its or their employees.

 

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2.12    Segregated Account. The Custodian shall upon receipt of Proper Instructions from the Fund on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or government securities in connection with swaps arrangements entered into on behalf of a Portfolio, options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent rules, regulations or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies, (iv) for the purpose of segregating securities or other assets of the Fund in connection with a borrowing transaction between the Fund, on behalf of a Portfolio, as borrower and another investment company, on behalf of a portfolio thereof, advised by Janus Capital Management LLC (or its successors and assigns), and (v) for any other purpose in accordance with Proper Instructions.

2.13    Ownership Certificates for Tax Purposes. The Custodian 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 domestic securities of each Portfolio held by it and in connection with transfers of securities.

2.14    Proxies. The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities.

2.15    Communications Relating to Portfolio Securities. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of domestic securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the domestic securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

2.16    Free Deliveries to Repo Custodians. Notwithstanding anything herein to the contrary,

 

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upon receipt of Proper Instructions from time to time, the Custodian shall deliver monies and/or securities of a Portfolio to any account maintained for the Fund by any of the banks identified on Exhibit 1 hereto, as amended from time to time, which the Fund has appointed to serve as additional custodians for the Portfolios for the limited purpose of engaging in tri-party repurchase agreement transactions (each, a “Repo Custodian”). Such delivery may be made without contemporaneous receipt by the Custodian of monies or securities in exchange therefore. Upon such delivery in accordance with such Proper Instructions, the Custodian shall have no further responsibility or obligations to the Fund as custodian for the applicable Portfolio with respect to the monies or securities so delivered. The Fund may amend Exhibit 1 from time to time to add or delete a Repo Custodian or change the identification of the account the Repo Custodian maintains for the Fund by delivering Special Instructions (as hereinafter defined) to the Custodian. The term “Special Instructions” shall mean written instructions executed by at least two officers of the Fund holding the office of Vice President or higher.

 

3. Provisions Relating to Rules 17f-5 and 17f-7

 

3.1 Definitions. The following capitalized terms in this Contract shall have the following respective meanings:

“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned direct or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5(a)(7)), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5(a)(1) or by other appropriate action of the U.S. Securities and Exchange Commission (the “SEC”)), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

 

3.2 The Custodian as Foreign Custody Manager.

3.2.1    Delegation to the Custodian as Foreign Custody Manager. The Fund, by resolution adopted by its Board of Trustees (the “Board”), hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2    Countries Covered. The Foreign Custody Manager shall be responsible for

 

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performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Contract by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall cease to be the Foreign Custody Manager of the Portfolios with respect to that country when the withdrawal of all Foreign Assets from that country is complete. The Board may at any time renew its delegation to the Custodian as Foreign Custody Manager in that country by written notice to the Custodian, and acceptance thereof by the Custodian.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn. Withdrawal of such acceptance shall in no way affect the Custodian’s rights or responsibilities as Custodian (and not as Foreign Custody Manager) under this Contract with respect to any Foreign Assets then in such country.

3.2.3      Scope of Delegated Responsibilities:

a.        Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

b.        Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each

 

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Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

c.        Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate (including if such arrangements no longer meet the requirements of Rule 17f-5(c)), the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4    Guidelines for the Exercise of Delegated Authority. It shall not be the responsibility of the Foreign Custody Manager to consider Country Risk as part of its delegated responsibilities pursuant to this Contract.

3.2.5    Reporting Requirements. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 within a reasonable time after the occurrence of the material change.

3.2.6    Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7    Representations with Respect to Rule 17f - 5. The Foreign Custody Manager represents to the Fund that it is a Qualified Foreign Bank as defined in section (a)(5) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8    Termination of the Custodian as Foreign Custody Manager. The Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall remain in effect until termination of this Contract. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

3.3        Eligible Securities Depositories.

3.3.1    Analysis and Monitoring. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto 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 Fund (or its duly-authorized investment manager or

 

11


investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2    Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

3.3.3    Withdrawal of Assets. If the Fund (or its duly-authorized investment manager or investment adviser) provides the Custodian with Proper Instructions to withdraw Foreign Assets from an Eligible Securities Depository, the Custodian shall comply with such Proper Instructions in accordance with the provisions of Section 4 hereof.

 

4. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States.

4.1        Definitions. The following capitalized terms in this Contract shall have the respective following meanings:

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian set forth on Schedule A hereto.

4.2        Holding Securities. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

4.3        Foreign Securities Systems. To the extent applicable, foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

4.4.        Transactions in Foreign Custody Account.

4.4.1.    Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities owned by the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

 

  (i)

upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale

 

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effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

 

  (ii) in connection with any repurchase agreement related to foreign securities;

 

  (iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

 

  (iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

 

  (v) to the issuer thereof, or its agent, for transfer into the name of the applicable Portfolio, the Fund or the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian), as applicable, or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

 

  (vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence, fraud, bad faith, recklessness or willful misconduct;

 

  (vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

 

  (viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

 

  (ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

 

  (x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 

  (xi) in connection with the lending of foreign securities; and

 

  (xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

4.4.2.    Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

 

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  (i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

 

  (ii) in connection with any repurchase agreement related to foreign securities;

 

  (iii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

 

  (iv) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: redemptions, dividends, interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

 

  (v) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

 

  (vi) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 

  (vii) for payment of part or all of the dividends received in respect of securities sold short;

 

  (viii) in connection with the borrowing or lending of foreign securities; and

 

  (ix) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3.    Market Conditions. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures generally accepted by institutional investors in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian shall exercise reasonable care in compiling and preparing the materials described on Schedule C. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously

 

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provided hereunder.

4.5        Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities, except for such liability resulting from the nominee’s negligence, fraud, bad faith, recklessness or willful misconduct. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable and customary market practice.

4.6        Bank Accounts. The Custodian shall identify on its books as belonging to the Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Contract to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The State of New York.

4.7        Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

4.8        Shareholder Rights. With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

4.9        Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities and (ii)

 

15


the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power; or (iii) such untimely exercise is due to the Custodian’s negligence, fraud, bad faith, recklessness or willful misconduct.

4.10    Liability of Foreign Sub-Custodians. Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and shall require the Foreign Sub-Custodian to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

4.11    Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. With respect to jurisdictions other than the United States, the sole responsibility of the Custodian with regard to the tax law of any such jurisdiction shall be to use reasonable efforts to (a) notify the Fund of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of such jurisdictions, including responsibility for withholding and other taxes, assessment or other governmental charges, certifications and government reporting and (b) perform such ministerial steps as are required to collect any tax refund, to ascertain the appropriate rate of tax withholding and to provide such documents as may be required to enable the Fund to receive appropriate tax treatment under applicable tax laws and any applicable treaty provisions. The Custodian, in performance of its duties under this Section, shall be entitled to treat the Fund as a Massachusetts business trust which is a registered investment company under the laws of the United States, and it shall be the duty of the Fund to inform the Custodian of any change in the organization, domicile or, to the extent within the knowledge of the Fund, other relevant facts concerning tax treatment of the Fund and further to inform the Custodian if the Fund is or becomes the beneficiary of any special ruling or treatment not applicable to the general nationality and category of entity of which the Fund is a part under general laws and treaty provisions. The Custodian shall be entitled to rely on any information supplied by the Fund. The Custodian may engage reasonable professional advisors disclosed to the Fund by the Custodian, which may include attorneys, accountants or financial institutions in the regular business of investment administration, and may rely upon advice received therefrom.

4.12    Liability of Custodian. Except as may arise from the Custodian’s own negligence, fraud, bad faith, recklessness or willful misconduct or the negligence, fraud, bad faith, recklessness or willful misconduct of a Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or

 

16


any other loss where the Sub-Custodian has otherwise acted with reasonable care.

 

5. Payments for Repurchases or Redemptions and Sales of Shares of the Fund.

From such funds as may be available for the purpose but subject to the limitations of the Declaration of Trust and any applicable votes of the Board of Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares of a Portfolio, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

The Custodian shall receive from the distributor for the Fund’s Shares or from the Transfer Agent of the Fund and deposit into the account of the appropriate Portfolio such payments as are received for Shares of that Portfolio issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of any Portfolio.

 

6. Proper Instructions.

Proper Instructions, which may also be standing instructions, as used throughout this Contract, shall mean instructions received by the Custodian from the Fund, the Fund’s investment manager, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including, but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to this Contract. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.12 of this Contract. The Fund or the Fund’s investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.

 

7. Actions Permitted without Express Authority.

The Custodian may in its discretion, without express authority from the Fund:

 

  (i)

make payments to itself or others for minor expenses of handling securities or

 

17


 

other similar items relating to its duties under this Contract, provided that all such payments shall be accounted for to the Fund;

 

  (ii) surrender securities in temporary form for securities in definitive form;

 

  (iii) endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

 

  (iv) 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 Portfolio except as otherwise directed by the Board of Trustees of the Fund.

 

8. Evidence of Authority.

The Custodian 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 the Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Trustees of the Fund 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 the Board of Trustees pursuant to the Declaration of Trust as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

 

9. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income.

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Trustees of the Fund to keep the books of account of each Portfolio and/or compute the net asset value per share of the outstanding shares of each Portfolio.

The Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Contract, including without limitation, the duties set forth in this Section 9 and in Section 10 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent and the applicable Portfolio.

 

10. Records.

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund

 

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and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.

The Fund may participate in joint trading accounts (each, a “Joint Account”) to be used to enter into repurchase agreements and other short-term investments pursuant to which other open-end management investment companies or series thereof for which Janus Capital Management LLC (or its successors and assigns) serves as investment adviser or sub-adviser (the “Participating Funds”) may, along with a Portfolio, participate in transactions through a Joint Account. The Custodian shall maintain records which reflect at all times (1) the respective aggregate investment of the Portfolio and each of the other Participating Funds in a Joint Account; (2) the Portfolio’s and each of the other Participating Fund’s respective pro rata share of each repurchase agreement and short-term investment held in a Joint Account; and (3) that the short-term investments and the repurchase agreements entered into by the Fund on behalf of a Portfolio and Participating Funds through a Joint Account are entered into by each, severally, in proportion to its respective interest in that investment, and not jointly.

 

11. Opinion of Fund’s Independent Accountant.

The Custodian shall take all reasonable action, as the Fund may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A, and Form N-SAR (or successor form) or other periodic reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission.

 

12. Reports to Fund by Independent Public Accountants.

The Custodian shall provide the Fund, on behalf of each of the Portfolios at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund 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.

 

13. Compensation of Custodian.

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian.

 

14. Responsibility of Custodian.

So long as and to the extent that it is in the exercise of reasonable care, the Custodian 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 be signed by the proper party or parties, including any futures commission

 

19


merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian 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 Fund for any action taken or omitted by it in good faith without negligence, fraud, recklessness or willful misconduct. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate agreement entered into between the Custodian and the Fund.

If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If the Fund on behalf of a Portfolio requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian 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 applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement.

 

15. Commencement Date, Effective Period, Termination and Amendment.

This Contract shall become effective as of its execution. The services to be provided under this Contract shall commence on September 30, 2018, or such other date as agreed in a writing signed by the Custodian and the Fund (“Commencement Date”). This Contract shall continue in full force and effect for a period of three years following the Commencement Date (“Initial Period”). Thereafter, this Contract may be terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than 180 days in the case of termination by the Custodian or 90 days in the case of termination by the Fund after the date of such delivery or mailing; provided, however, that the Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System by such Portfolio, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Trustees (i) following the Initial Period, substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by an appropriate regulatory agency or court of

 

20


competent jurisdiction, or (iii) terminate this Contract during the Initial Period upon 90 days’ notice to the Custodian in the event of Custodian’s material breach of this Contract. Upon termination of this Contract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.

 

16. Successor Custodian.

If a successor custodian for any Portfolio shall be appointed by the Board of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing the failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

 

17. Interpretive and Additional Provisions.

In connection with the operation of this Contract, the Custodian and the Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract 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 both 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 Declaration of Trust of the Fund. No interpretive or additional provisions made as

 

21


provided in the preceding sentence shall be deemed to be an amendment of this Contract.

 

18. Additional Funds.

In the event that the Fund from time to time establishes one or more additional series of Shares with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

 

19. New York Law to Apply.

This Contract shall be construed and the provisions thereof interpreted under and in accordance with the internal laws (without reference to the choice of law or conflicts of law principles) of The State of New York.

 

20. Necessary Parties.

All of the understandings, agreements, representations and warranties contained herein are solely for the benefit of the Fund, on behalf of each Portfolio, and the Custodian, and there are no other parties who are intended to benefit by this Contract.

 

21. Limitation of Liability.

The Fund is a Massachusetts business trust organized in series of which each Portfolio is a series. A copy of the Fund’s Agreement and Declaration of Trust is on file with the Secretary of the State of Massachusetts. Notice is given that, pursuant to the Declaration of Trust of the Fund, there is a limitation of liability of each Portfolio such that the debts, liabilities and obligations of one Portfolio are only enforceable against the assets of that Portfolio and not against the assets of the Fund generally of any other series thereof. Notice is hereby given that this Contract is executed on behalf of the Trustees of the Fund as Trustees of the Fund on behalf of each Portfolio and not individually, and that the obligations under this Contract are not binding upon any of the Trustees, officers, shareholders, agents or employees of the Fund individually, but binding only upon the assets and property of the applicable Portfolio.

 

22. Shareholder Communications Election.

Securities and Exchange Commission Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

 

22


  YES [   ] The Custodian is authorized to release the Fund’s name, address, and share positions.

 

  NO  [    ] The Custodian is not authorized to release the Fund’s name, address, and share positions.

 

23. Notices.

Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

 

  To the Fund:    JANUS INVESTMENT FUND
     151 Detroit Street
     Denver, CO     80206-4828
     Attention:
     Telephone:
     Telecopy:
  To the Custodian:    BNP Paribas
     787 Seventh Avenue
     New York, NY 10019
     Attention:
     Telephone:
     Telecopy:

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

 

24. Confidential Information.

All information provided under this Contract by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 25 below, all confidential information provided under this Contract by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Contract or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available,

 

23


other than through a breach of this Contract, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Contract, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Contract, or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. With respect to any disclosure by the Custodian pursuant to (d) above, the Custodian shall make reasonable efforts to provide the Fund with reasonable notice prior to any such disclosure unless prohibited from doing so by law, rule, regulation or regulatory authority.

 

25. Use of Data.

In connection with the provision of the services and the discharge of its other obligations under this Contract, the Custodian (which term for purposes of this Section 25 includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding the Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Contract and other agreements between the Fund and the Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.

Except as expressly contemplated by this Contract, nothing in this Section 25 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Contract and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 25 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Contract.

 

26. Data Privacy.

The Custodian shall implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Fund’s shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

 

27. Representations and Warranties.

Each party represents and warrants to the other party that (i) it is duly organized and is

 

24


validly existing in good standing in its jurisdiction of organization; (ii) it has the requisite power and authority under applicable law and its governing documents to enter into and perform this Contract; (iii) all requisite proceedings have been taken to authorize it to enter into and perform this Contract; (iv) this Contract is the valid and binding obligation of such party enforceable against such party in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application); and (v) its entering into this Contract will not cause a material breach or be in material conflict with any other agreement or obligation of such party or any law or regulation applicable to it.

[Remainder of this page intentionally left blank]

 

25


IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative as of the date first above written.

 

JANUS INVESTMENT FUND       Signature attested to By:
By:  /s/ Bruce L. Koepfgen                                     By:  /s/ Michelle Rosenberg                                 
Name:   Bruce L. Koepfgen                                      Name:   Michelle Rosenberg                                  
Title:   President                                                       Title:   SVP, Head of U.S. Legal                          
BNP Paribas, acting through its New York Branch       Signature attested to By:
By:  /s/ Andrew G. Dougherty                                 By:  /s/ Claudine Gallagher                                  
Name:   Andrew G. Dougherty                                   Name:   Claudine Gallagher                                   
Title:   Managing Director                                       Title:   Managing Director                                    

 

26


EXHIBIT 1

Repo Custodians

The Bank of New York Mellon

JPMorgan Chase Bank, N.A.

 

Authorized Signatures for the Fund:

 

By:                                                                     By:                                                                  
Title:                                                                    Title:                                                                 
Date:                                                                    Date:                                                                 

 

27


SCHEDULE A

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

     

Country

 

  

Agent Name

 

  

Location

 

     
ARGENTINA   

HSBC BANK ARGENTINA SA

 

   BUENOS AIRES
     
AUSTRALIA   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   SYDNEY
     
AUSTRIA   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

  

FRANKFURT  (remote)

 

     
BAHRAIN   

STANDARD CHARTERED BANK

 

   BAHRAIN
     
BANGLADESH   

STANDARD CHARTERED BANK

 

   DHAKA
     
BELGIUM   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

  

PARIS

 (remote) / BRUXELLES

     
BENIN   

SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE

 

   ABIDJAN
     
BERMUDA   

HSBC BANK OF BERMUDA

 

   BERMUDA
     
BOTSWANA   

STANBIC BANK BOTSWANA LIMITED

 

   GABORONE
     
BRAZIL   

BANCO BNP PARIBAS BRASIL SA

 

   SAO PAULO
BULGARIA   

RAIFFEISEN BANK INTERNATIONAL AG VIENNA

      -     Indirect via

          Raiffeisenbank AD, Sofia

   VIENNA (HUB)
     
BURKINA FASO   

SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE

 

   ABIDJAN
     
CANADA   

CIBC MELLON GLOBAL SECURITIES SERVICES COMPANY

 

   TORONTO
     
CHILE    ITAU CORPBANCA S.A.   

SANTIAGO DE CHILE

 

 

  28    Schedule A        


SCHEDULE A

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

     

Country

 

  

Agent Name

 

  

Location

 

     
CHINA   

STANDARD CHARTERED BANK (CHINA) LTD

 

   BEIJING
     
COLOMBIA   

BNP PARIBAS SECURITIES SERVICES SOCIEDAD FIDUCIARIA BOGOTA

 

   BOGOTA
     
COSTA RICA   

BANCO NACIONAL DE COSTA RICA

 

   SAN JOSÉ
CROATIA   

RAIFFEISEN BANK INTERNATIONAL AG VIENNA

      -     Indirect via

          Raiffeisenbank d.d., Zagreb

   VIENNA (HUB)
     
CYPRUS   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

  

ATHENS

 (remote)

     

CZECH

REPUBLIC

  

UNICREDIT BANK CZECH REPUBLIC A.S., PRAGUE

 

   PRAGUE
     
DENMARK   

SKANDINAVISKA ENSKILDA BANKEN AS COPENHAGEN

 

   COPENHAGEN
     
EGYPT   

HSBC BANK EGYPT S.A.E

 

   CAIRO
     
ESTONIA   

SWEDBANK AS

 

   TALLINN
     
FINLAND   

SKANDINAVISKA ENSKILDA BANKEN AS HELSINKI

 

   HELSINKI
     
FRANCE   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   PARIS
     
GERMANY   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   FRANKFURT
     
GHANA   

STANBIC BANK GHANA LIMITED

 

   ACCRA
     
GREECE   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   ATHENS

 

  29    Schedule A        


SCHEDULE A

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

     

Country

 

  

Agent Name

 

  

Location

 

     

GUINEA -

  BISSAU

  

SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE

 

   ABIDJAN
     
HONG KONG SAR   

BNP PARIBAS SECURITIES SERVICES S.C.A

 

   HONG KONG
     
HUNGARY   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   BUDAPEST
     
ICELAND   

ISLANDSBANKI

 

   REIJKAVIK
     
INDIA   

BNP PARIBAS

 

   MUMBAI
     
INDONESIA   

DEUTSCHE BANK AG, JAKARTA BRANCH

 

   JAKARTA
     

INTERNATIONAL

CSD

  

CLEARSTREAM BANKING SA

 

   LUXEMBOURG
     

INTERNATIONAL

CSD

  

EUROCLEAR BANK SA

 

   BRUSSELS
     
IRELAND   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   LONDON
     
ISRAEL   

BANK LEUMI LE-ISRAEL BM

 

   TEL AVIV
     
ITALY   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   MILAN
     
IVORY COAST   

SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE

 

   ABIDJAN
     
JAPAN   

MIZUHO BANK LIMITED

 

   TOKYO
     
KAZAKHSTAN   

JSC CITIBANK KAZAKHSTAN

 

   ALMATY

 

  30    Schedule A        


SCHEDULE A

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

     

Country

 

  

Agent Name

 

  

Location

 

     
KENYA    CFC STANBIC BANK LIMITED   

NAIROBI

 

     

KOREA,

REPUBLIC OF

 

   STANDARD CHARTERED KOREA LIMITED    SEOUL
     
KUWAIT    CITIBANK NA KUWAIT BRANCH   

KUWAIT CITY

 

     
LATVIA   

SWEDBANK AS

       -Indirect via Swedbank AS

 

   RIGA
     
LITHUANIA   

SWEDBANK AB

       -Indirect via Swedbank AB

 

   VILNIUS
     
MALAYSIA    STANDARD CHARTERED BANK MALAYSIA BERHAD   

KUALA LUMPUR

 

     
MALI    SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE   

ABIDJAN

 

     
MALTA    CLEARSTREAM BANKING SA   

LUXEMBOURG

 

     
MAURITIUS    STANDARD CHARTERED BANK (MAURITIUS) LIMITED   

PORT-LOUIS

 

     
MEXICO    HSBC MEXICO S.A.   

MEXICO CITY

 

     
MOROCCO    BANQUE MAROCAINE POUR LE COMMERCE ET L’INDUSTRIE   

CASABLANCA

 

     
NAMIBIA    STANDARD BANK OF NAMIBIA LIMITED   

WINDHOEK

 

     
NETHERLANDS    BNP PARIBAS SECURITIES SERVICES S.C.A.   

PARIS

 (remote)  / NETHERLANDS

 

     
NEW ZEALAND    BNP PARIBAS SECURITIES SERVICES S.C.A.   

SYDNEY

 

 

  31    Schedule A        


SCHEDULE A

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

     

Country

 

  

Agent Name

 

  

Location

 

     
NIGER    SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE   

ABIDJAN

 

     
NIGERIA    STANDARD CHARTERED BANK PLC   

LAGOS

 

     
NORWAY    SKANDINAVISKA ENSKILDA BANKEN AS OSLO   

OSLO

 

     
OMAN    STANDARD CHARTERED BANK   

MUSCAT

 

     
PAKISTAN    DEUTSCHE BANK AG KARACHI BRANCH   

KARACHI

 

     
PERU    BNP PARIBAS SECURITIES SERVICES SOCIEDAD FIDUCIARIA BOGOTA   

BOGOTA

 (Remote)

 

     
PHILIPPINES    STANDARD CHARTERED BANK   

MANILA

 

     
POLAND    BNP PARIBAS SECURITIES SERVICES S.C.A.   

WARSAW

 

     
PORTUGAL    BNP PARIBAS SECURITIES SERVICES S.C.A.   

PARIS (remote) /  LISBOA

 

     
QATAR    STANDARD CHARTERED BANK   

DOHA

 

     
ROMANIA    UNICREDIT TIRIAC BANK S.A. BUCHAREST   

BUCHAREST

 

     
RUSSIA    AO UNICREDIT BANK MOSCOW   

MOSCOW

 

     
SAUDI ARABIA    SAUDI ARABIA BRITISH BANK RIYADH (HSBC GROUP)   

RIYADH

 

     
SENEGAL    SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE   

ABIDJAN

 

 

  32    Schedule A        


SCHEDULE A

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

     

Country

 

  

Agent Name

 

  

Location

 

SERBIA   

RAIFFEISEN BANK INTERNATIONAL AG VIENNA

       -    Indirect via Raiffeisen

            Banka a.d., Belgrad

   VIENNA (HUB)
SINGAPORE   

BNP PARIBAS SECURITIES SERVICES S.C.A.

(All instruments except Gov Bonds)

   SINGAPORE
SINGAPORE   

STANDARD CHARTERED BANK, SINGAPORE BRANCH

(Government bonds only)

   SINGAPORE
     

SLOVAK

REPUBLIC

 

   UNICREDIT BANK CZECH REPUBLIC AND SLOVAKIA, A.S    BRATISLAVA
SLOVENIA   

RAIFFEISEN BANK INTERNATIONAL AG VIENNA

       -    Indirect via Raiffeisen

            Banka d.d., Maribor

   VIENNA (HUB)
     
SOUTH AFRICA   

SOCIETE GENERALE JOHANNESBURG BRANCH

 

   JOHANNESBURG
     
SPAIN   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   MADRID
     
SRI LANKA   

DEUTSCHE BANK AG COLOMBO BRANCH

 

   COLOMBO
     
SWEDEN   

NORDEA BANK AB (publ)

 

   STOCKHOLM
     
SWITZERLAND   

BNP PARIBAS SECURITIES SERVICES S.C.A.

 

   ZURICH
     
TAIWAN, ROC   

STANDARD CHARTERED BANK (TAIWAN) LIMITED

 

   TAIPEI
     
TANZANIA   

STANDARD CHARTERED BANK TANZANIA LIMITED

 

   DAR ES SALAAM
     
THAILAND   

STANDARD CHARTERED BANK (THAI) PUBLIC COMPANY LIMITED

 

   BANGKOK
     
TOGO    SOCIETE GENERALE DE BANQUE EN COTE D’IVOIRE   

ABIDJAN

 

 

  33    Schedule A        


SCHEDULE A

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

 

     

Country

 

  

Agent Name

 

  

Location

 

     
TUNISIA   

UNION INTERNATIONALE DES BANQUES (SGSS)

 

   TUNIS
     
TURKEY   

TEB SECURITIES SERVICES

 

   ISTANBUL
     
UGANDA   

STANBIC BANK UGANDA LIMITED

 

   KAMPALA
     
UAE (Dubaï)   

STANDARD CHARTERED BANK

 

   DUBAI
     

UAE (Abu Dhabi)

 

   STANDARD CHARTERED BANK    DUBAI
     

UNITED

KINGDOM

   BNP PARIBAS SECURITIES SERVICES S.C.A.   

LONDON

 (remote)

 

     
URUGUAY    BANCO ITAU URUGUAY S.A.   

MONTEVIDEO

 

     
USA    BNP PARIBAS NEW YORK BRANCH   

NEW YORK

 

     
VIETNAM    STANDARD CHARTERED BANK (VIETNAM) LIMITED   

HO CHI MINH

CITY

 

     
ZAMBIA    STANBIC BANK ZAMBIA LTD   

LUSAKA

 

 

  34    Schedule A        


SCHEDULE B

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

 

Markets   Central Securities Depositories
Argentina   Caja de Valores (CDV)
Australia   Austraclear Limited (Bonds)
Australia   ASX (equities)
Austria   Oesterreichische Kontrollbank AG (OeKB)
Bangladesh   CDBL - Central Depository Bangladesh Limited
Belgium  

Euroclear Belgium (Equities & corporate bonds)

 

Belgium   National Bank of Belgium (Government Bonds, Treasury Bills, CP and Certificates of Deposit)
Bermuda   Bermuda Securities Depository
Botswana  

The Central Depository AD (CDAD)

 

Brazil   Companhia Brasileira de Liquidação e Custódia (CBLC) part of BM&FBOVESPA. (Equities) .
Brazil  

Balcão Organizado de Ativos e Derivativos S.A. (CETIP) (private bonds)

 

Brazil  

the Sistema Especial de Liquidação e Custódia (SELIC) (public bonds)

 

Bulgaria  

Central Depository AD (CDAD) - (corporate securities)

 

Bulgaria   The Bulgarian National Bank – (government securities)
Canada   CDS Clearing and Depository Services Inc.
Chile   Depósito Central de Valores S.A. (DCV)
China   China Central Depository & Clearing (CCDC)
China   The Shanghai Clearing House ( SCH)
Colombia   Deceval (equities)
Colombia   Deposito Central de Valores (DCV) (government bonds)
Costa Rica   Interclear Central de Valores, S.A. (CEVAL)
Croatia  

Central Depository & Clearing Company, Inc. (SKDD)

Sredisnja Depozitarna Agencija d.d.

Cyprus   Cyprus Stock Exchange
Czech Republic  

Centralni depozitar cennych papiru, a.s.(CDCP)

 

Denmark   VP A/S - the Danish Securities Centre
Egypt   Central Bank of Egypt
Egypt   Misr for Central Clearing, Depository & Registry (MCDR)
Estonia  

Estonian Central Depository for Securities (ECDSL)

(“AS Eesti Vaartpaberikeskus”)

Finland   Euroclear Finland
France   Euroclear France

 

  35    Schedule B        


SCHEDULE B

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

 

Markets   Central Securities Depositories
Germany   Clearstream Banking AG
Ghana  

 

The Bank of Ghana

Greece  

Hellenic Central Securities Depositary (HCSD) - HELEX (Equities, Corporate & Government Bonds)

 

Greece   Bank of Greece Securities Settlement System (BoGS) (government debt)
Hong Kong  

HKSCC - HK Securities Clearing Co Ltd

 

Hong Kong   CMU: Hong Kong Central Moneymarkets Unit
Hungary   Központi Elszámolóház és Értéktár Rt (KELER)
Iceland   Nasdaq CSD Iceland hf
India  

NSDL - National Securities Depository Limited

 

Indonesia   PT Kustodian Sentral Efek Indonesia (KSEI) Bank of Indonesia
Ireland  

Euroclear UK and Ireland Limited (formerly CRESTCo) Limited)

 

Israel   TASECH (Tel Aviv Stock Exchange and Clearing House)
Italy   Monte Titoli spa
Ivory Coast   The Dépositaire Central/Banque de Règlement (DC/BR)
Japan  

Japan Securities Depository Centre (Jasdec)

 

Japan  

The Bank of Japan

 

Kazakhstan   The Central Depository of the Republic of Kazakhstan (KACD)
Kenya  

The Central Depository and Settlement Corporation (CDSC

 

Korea, Republic of   KSD - Korea Securities Depository
Kuwait   Kuwait Clearing Company S.A.K.)
Latvia  

Latvijas Centralais Depozitarijs Latvian Central Depository

 

Lithuania   Lithuanian CSD
Luxembourg   LuxCSD S.A.
Luxembourg  

VP LUX S.à.r.l.

 

Malaysia   Bank Negara Malaysia (Depository); Malaysian Electronic Clearing Corporation Sdn Bhd (agent of Depository)
Malaysia   Bursa Malaysia Depository
Malta   Malta Stock Exchange plc
Mauritius  

The Central Depository & Settlement Company Ltd.

 

 

  36    Schedule B        


SCHEDULE B

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

 

Markets   Central Securities Depositories
Mauritius   Bank of Mauritius (BOM)
Mexico   S.D. INDEVAL, S.A. DE C.V. (INDEVAL)
Morocco   Maroclear
Multiple markets   Euroclear Bank S.A./N.V.
Netherlands   Euroclear Netherlands
New Zealand  

New Zealand Central Securities Depository (NZDCSD)

 

New Zealand   Reserve Bank of New Zealand
Nigeria  

Central Securities Clearing System Ltd (CSCS)

 

Nigeria   The Central Bank of Nigeria (Treasury bills only)
Norway   Verdipapirsentralen (VPS)
Oman   The Muscat Depository and Securities Registration Company
Pakistan  

Central Depository Company of Pakistan Limited

 

Pakistan   State Bank of Pakistan
Peru   Cavali S.A. I.C.L.V. (formerly Caja de Valores de Lima CSD)
Philippines  

PDTC - Philippine Depository and Trust Corporation

 

Poland  

Krajowy Depozyt Papierow Wartosciowych (KDPW)

 

Poland   SKARBNET4 NBP-bills and Treasury-bills Register (formerly Securities Register)
Portugal   Interbolsa
Qatar   Qatar Central Securities Depository (QCSD)
Romania  

Central Depository S.A. (CD),

 

Romania  

SIBEX Depository (SD)

 

Romania  

National Bank of Romania

 

Russian Federation   National Settlement Depository
Serbia   Central Securities Depository and Clearing House of Serbia (CSD&CH)
Singapore  

MAS - Monetary Authority of Singapore – (government bonds)

 

Singapore   CDP - Central Depository (Ptd) Ltd – (equities, non government bonds)
Slovakia   Centralny depozitar cennych papierov SR, a.s. (Central Securities Depository -CDCP)
Slovekia   Narodny Centrálny depozitár cenných papierov SR, a.s. (NCDCP)

 

  37    Schedule B        


SCHEDULE B

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

 

Markets   Central Securities Depositories
Slovenia   Centralna Klirinsko Depotna Druzba d.d. (KDD)
South Africa  

Strate (Pty) Limited

 

Spain   IBERCLEAR
Sri Lanka   Central Depository Systems (Pvt) Ltd (CDS)
Sri Lanka   LankaSecure (Central Bank of Sri Lanka)
Sweden   Euroclear Sweden
Taiwan   Central Bank of the Republic of China (Taiwan)
Tanzania, United Republic of   Dar es Salaam Stock Exchange Central Depository
Thailand   Thailand Securities Depository Co., Ltd.
Tunisia  

Tunisie Clearing (formerly STICODEVAM)

 

Turkey  

Central Bank of Turkey

 

Turkey   Central Registry Agency (CRA), Inc./Merkezi Kayit Kurulusu A.S. (MKK)
Uganda  

Uganda Stock Exchange

 

United Arab Emirates   ADX (Abu Dhabi Stock Exchange)
United Arab Emirates   DFM (Dubai Financial Market)
United Arab Emirates   NASDAQ Dubai
United Kingdom  

Euroclear UK and Ireland Limited (formerly CRESTCo Limited)

 

United States  

The Depository Trust Company (DTCC)

 

Uruguay   Central Bank of Uruguay
Zambia   LuSE Central Shares Depository

 

  38    Schedule B        


SCHEDULE C

MARKET INFORMATION

October 19, 2017

 

Country            DVP Status                   Book entry       
Argentina    DVP    Yes
Australia    DVP    Yes
Austria    DVP    Yes
Bahrain    DVP    Yes
Bangladesh    DVP    Yes
Belgium    DVP    yes
Bermuda    FOP    Yes
Botswana    DVP    Yes
Brazil    DVP    Yes
Bulgaria    DVP    Yes
Canada    DVP    Yes
Chile    DVP    Yes
China (Shangai)    DVP    Yes
China (Shenzen)    DVP    Yes
Colombia    DVP    Yes
Costa Rica    DVP    Yes
Croatia    DVP    Yes
Cyprus    DVP    Yes
Czech Republic    DVP    Yes
Denmark    DVP    Yes
Egypt    DVP    Yes
Estonia    DVP    Yes
Finland    DVP    Yes
France    DVP    Yes
Germany    DVP    Yes
Ghana    DVP    Yes
Greece    DVP    Yes
Hong Kong    DVP    Yes
Hungary    DVP    Yes
Iceland    FOP    Yes
India    DVP    Yes
Indonesia    DVP    Yes
Ireland    DVP    Yes
Israel    DVP    Yes
Italy    DVP    Yes
Japan    DVP    Yes
Kazakhstan    DVP    Yes
Kenya    DVP    Yes
Korea, Republic of    DVP    Yes
Kuwait    FOP    Yes
Latvia    DVP    Yes
Lithuania    DVP    Yes

 

  39    Schedule C        


SCHEDULE C

MARKET INFORMATION

October 19, 2017

 

Country            DVP Status                   Book entry       
Malaysia    DVP    Yes
Malta    DVP    Yes
Mauritius    DVP    Yes
Mexico    DVP    Yes
Morocco    DVP    Yes
Multiple countries    DVP    Yes
Multiple countries    DVP    Yes
Namibia    DVP    No
Netherlands    DVP    Yes
New Zealand    DVP    Yes
Nigeria    DVP    Yes
Norway    DVP    Yes
Oman    DVP    Yes
Pakistan    DVP    Yes
Peru    DVP    Yes
Philippines    DVP    Yes
Poland    DVP    Yes
Portugal    DVP    Yes
Qatar    DVP    Yes
Romania    DVP    Yes
Russian Federation    DVP    Yes
Saudi Arabia    FOP    Yes
Serbia    DVP    Yes
Singapore    DVP    Yes
Slovakia    DVP    Yes
Slovenia    DVP    Yes
South Africa    DVP    Yes
Spain    DVP    Yes
Sri Lanka    DVP    Yes
Sweden    DVP    Yes
Switzerland    DVP    Yes
Taiwan    DVP    Yes
Tanzania    DVP    Yes
Thailand    DVP    Yes
Tunisia    DVP    Yes
Turkey    DVP    Yes
Uganda    DVP    Yes
UAE Dubai    DVP    Yes
UAE Abu Dhabi    DVP    Yes
United Kingdom    DVP    Yes
United States    DVP    Yes
Uruguay    FOP    Yes

 

  40    Schedule C        


SCHEDULE C

MARKET INFORMATION

October 19, 2017

 

Country            DVP Status                   Book entry       
Viet Nam    DVP    Yes
WAEMU (BJ, BF, CI, GW, ML, NE, SN, TG)    DVP    Yes
Zambia    DVP    Yes

 

  41    Schedule C        


SCHEDULE C

MARKET INFORMATION

October 19, 2017

 

 

JANUS INVESTMENT FUND    BNP Paribas, acting through its New York Branch
By:                                                                      By:                                                                                    
Print:                                                                     Print:                                                                                  
Title:                                                                     Title:                                                                                  
Date:                                                                     Date:                                                                                  

 

  42    Schedule C        


APPENDIX 1

LIST OF PORTFOLIOS

Janus Investment Fund

 

  ·   Janus Henderson Adaptive Global Allocation Fund
  ·   Janus Henderson All Asset Fund
  ·   Janus Henderson Asia Equity Fund
  ·   Janus Henderson Balanced Fund
  ·   Janus Henderson Contrarian Fund
  ·   Janus Henderson Diversified Alternatives Fund
  ·   Janus Henderson Dividend & Income Builder Fund
  ·   Janus Henderson Emerging Markets Fund
  ·   Janus Henderson Emerging Markets Managed Volatility Fund
  ·   Janus Henderson Enterprise Fund
  ·   Janus Henderson European Focus Fund
  ·   Janus Henderson Flexible Bond Fund
  ·   Janus Henderson Forty Fund
  ·   Janus Henderson Global Allocation Fund – Conservative
  ·   Janus Henderson Global Allocation Fund – Growth
  ·   Janus Henderson Global Allocation Fund – Moderate
  ·   Janus Henderson Global Bond Fund
  ·   Janus Henderson Global Equity Income Fund
  ·   Janus Henderson Global Income Managed Volatility Fund
  ·   Janus Henderson Global Life Sciences Fund
  ·   Janus Henderson Global Real Estate Fund
  ·   Janus Henderson Global Research Fund
  ·   Janus Henderson Global Select Fund
  ·   Janus Henderson Global Technology Fund
  ·   Janus Henderson Global Unconstrained Bond Fund
  ·   Janus Henderson Global Value Fund
  ·   Janus Henderson Government Money Market Fund
  ·   Janus Henderson Growth and Income Fund
  ·   Janus Henderson High-Yield Fund
  ·   Janus Henderson International Long/Short Equity Fund
  ·   Janus Henderson International Managed Volatility Fund
  ·   Janus Henderson International Opportunities Fund
  ·   Janus Henderson International Small Cap Fund
  ·   Janus Henderson International Value Fund
  ·   Janus Henderson Large Cap Value Fund
  ·   Janus Henderson Mid Cap Value Fund
  ·   Janus Henderson Money Market Fund
  ·   Janus Henderson Multi-Sector Income Fund
  ·   Janus Henderson Overseas Fund
  ·   Janus Henderson Real Return Fund
  ·   Janus Henderson Research Fund
  ·   Janus Henderson Select Value Fund
  ·   Janus Henderson Short-Term Bond Fund
  ·   Janus Henderson Small Cap Value Fund
  ·   Janus Henderson Strategic Income Fund
  ·   Janus Henderson Triton Fund
  ·   Janus Henderson U.S. Growth Opportunities Fund
  ·   Janus Henderson U.S. Managed Volatility Fund

 

  43    Appendix 1        


APPENDIX 1

LIST OF PORTFOLIOS

 

  ·   Janus Henderson Value Plus Income Fund
  ·   Janus Henderson Venture Fund

 

  44    Appendix 1