Denver, CO 80208 August 14, 2006 Principal Life Insurance Company Attn: Mark A. Stark Des Moines, IA 50306-9397 Re: Action Requested - Distribution, Shareholder Servicing, Administrative Servicing and Fund/SERV Agreements relating to Janus Adviser...
JANUS CAPITAL
Group
000 Xxxxxxx Xxxxxx
Denver, CO 80208
August 14, 2006
Principal Life Insurance Company
Attn: Xxxx X. Xxxxx
P.O. Box 9397
Des Moines, IA 50306-9397
Re: Action Requested - Distribution, Shareholder Servicing, Administrative Servicing and Fund/SERV Agreements relating to Janus Adviser Series, Xxxxx Xxxxx Series and/or Janus Investment Fund.
Dear Client:
Effective May 23, 2005, the Securities and Exchange Commission adopted Rule 22-c(2) (and as may be amended from time to time, the "Rule") of the Investment Company Act of 1940 (the "1940 Act"). The Rule requires that Janus enter into written agreements with its financial intermediaries (as such term is defined in the Rule) whereby each such financial intermediary agrees to provide Xxxxx with certain shareholder identity and transaction information and to carry out certain instructions from Xxxxx. These requirements are designed to allow Janus to more effectively enforce its market timing policies in an effort to protect Janus and its shareholders from the harmful effects of short-term trading.
You ("Intermediary") are currently party to one or more of the above (or similar) agreements with one or more of the Janus entities (all such agreements of which you are currently a party are collectively referred to herein as the "Current Agreements"). In order to comply with the Rule, Xxxxx and Intermediary desire to supplement the Current Agreements pursuant to and in accordance with this letter agreement ("Letter Agreement").
For good and valuable consideration, the receipt of which is hereby acknowledged, Xxxxx and Intermediary hereby agree to supplement the Current Agreements as follows:
1. Shareholder Information
1.1 Agreement to Provide Information. Intermediary agrees to provide Xxxxx, upon written request, the taxpayer identification number ("TIN"), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known). and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account of Janus maintained by the Intermediary during the period covered by the request.
1.1.1 Period Covered by Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. Xxxxx may request transaction information older than ninety (90) days from the date of the request as it deems necessary to investigate compliance with policies established by Xxxxx for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by Xxxxx.
1.1.2 Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to Janus or its designee promptly, but in any event not later than three (3) business days, after receipt of a request. If the requested information is not on the Intermediary's books and records, Intermediary agrees to: (i) provide or arrange to provide to Janus the requested information from shareholders who hold an account with an indirect intermediary; or (ii) if directed by Xxxxx, block further purchases of fund Shares from the indirect intermediary. In such instance, Intermediary agrees to inform Xxxxx whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to Janus should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an "indirect intermediary" has the same meaning as provided for in the Rule.
1.1.3 Limitations on Use of Information. Xxxxx agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.
1.2 Agreement to Restrict Trading. Intermediary agrees to execute written instructions from Xxxxx to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by Xxxxx as having engaged in transactions of the fund's Shares (directly or indirectly through the Intermediary's account) that violate policies established by Xxxxx for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by Xxxxx.
1.2.1 Form of Instructions. Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
1.2.2 Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary.
1.2.3 Confirmation by Intermediary. Intermediary must provide written confirmation to Xxxxx that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
1.3. Definitions For purposes of this Letter Agreement:
1.3.1 The term "Shares" means the interests of Shareholders corresponding to the redeemable securities of record issued by Xxxxx under the 1940 Act that are held by the Intermediary.
1.3.2 The term "Shareholder" means:
a. the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name;
b. as this Letter Agreement relates to retirement plan accounts, the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of the Shares; and
c. as this Letter Agreement relates to accounts of variable annuities or variable life insurance contracts, the holder of interest in a variable annuity or variable life insurance contract issued by the Intermediary.
1.3.4 The term "written" includes electronic writings and facsimile transmissions.
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Please acknowledge your agreement to this Letter Agreement by signing where indicated below and return it to the following address:
Janus Distributors LLC
000 Xxxxxxx Xxxxxx
Denver, CO 80206
Attn: Xxxxxx Xxxxxxxx
Please address all questions or comments to Xxxxxx Xxxxxxxx at 000-000-0000 or at xxxxxx.xxxxxxxx@xxxxx.xxx.
Sincerely,
/s/ Xxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxxxx
Assistant Vice President
AGREED AND ACKNOWLEDGED:
Principal Life Insurance Company
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Director - Investment Services
