August 14, 2006
Fidelity Security Life Insurance Company
Attn: Xxxxxx Xxxxxx
0000 Xxxxxxxx
Xxxxxx Xxxx, XX 00000
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.
1.3.3 The term "written" includes electronic writings and
facsimile transmissions.
[Remainder of page intentionally left blank Signature page follows.]
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
Xxxxxx, XX 00000
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:
Fidelity Security Life Insurance Company
By: /s/XXXX X. XXXXXX
--------------------------
Name: Xxxx X. Xxxxxx
--------------------------
Title: VP of Administration
--------------------------
