J A N U S C A P I T A L Group August 14,2006 Principal Life Insurance Company Attn: Mark A. Stark P.O. Box 9397 Des Moines, IA 50306-9397

: J A N U S C A P I T A L

Group

• 000 Xxxxxxx Xxxxxx Xxxxxx, XX XXxXX

I

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 FundlSERV Agreements relating to Janus Adviser Series, Xxxxx Xxxxx Series andlor 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 lnvestment 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 Rulc, Janus 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.I Agreement to Provide Information.

Intermediary

agrees

to

provide Xxxxx, upon written request, the taxpayer identification number ("TM"), 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 reshict 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

K:\Legal_Compliancc\WpdatavICK\22~- Lcncr Agmmenu Tier 2\Principal Life Letter Agrccmenl.doc

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.

[Remainderofpage inlentionally left blank. Signature page follows.]

K:Ucgal_Complisncc\WpdahV\CK\22~- Lcner AgreemenuTier 2\Principal LifeLsnsr Agresmsnt.doc

     Please acknowledge your agreement to this Letter Agreement by signing where indicated below and return it to the following address:

Jams 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,

Xxxxxxxx Xxxxxxxxx
Assistant Vice President

AGREED AND ACKNOWLEDGED:

Principal Life Insurance Company

By:

K:\Legal_Compliancc\WpdataiACK\2ZcC2\Clit Letter Agreerncntr Tier 2\Principal Life Lcncr Agrccmcnl.doc