EX-99.B.8.37
JANUS LOGO
JANUS
000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 4928
PH 000-000-0000 E MAIL justin xxxxxx@xxxxx.xxx
December 7, 2001 XXXXXX X. XXXXXX
ASSOCIATE COUNSEL
Xxxxx X. Xxxxxxxx
Counsel
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Fund Participation Agreement - Xxxxx Xxxxx Series - Institutional
Shares and Service Shares dated December 8, 1997, as amended
Dear Xx Xxxxxxxx:
This letter is to request you enter into a new Fund Participation Agreement
("Agreement") with Janus to permit you to continue to sell Janus Aspen Series
Institutional Shares and Service Shares. We believe a new agreement is required
in light of the following transactions.
As you may be aware, on October 3, 2001, Xxx Xxxxxx, Chairman and CEO of Janus
Capital Corporation ("Janus Capital"), exercised certain rights under his
contract with Xxxxxxxx Financial Inc. ("Xxxxxxxx"), to sell his remaining 6.2%
stake in Janus Capital to Xxxxxxxx. Prior to this transaction, Xxxxxxxx owned
91.6% of the shares of Janus Capital. Subsequent to the transaction, certain
contractual provisions guaranteeing Xx. Xxxxxx certain management rights will
also terminate. Xxxxx and Xxxxxxxx have agreed that Xx. Xxxxxx'x contractual
rights will terminate on March 28, 2002. Although the transaction will result in
a change in the ownership structure of Janus Capital, it is anticipated that the
operation of Janus Capital will remain unchanged. Xx. Xxxxxx and Xxxxxxxx both
intend that Xx. Xxxxxx will continue to serve as CEO of Janus Capital.
The current Fund Participation Agreement with your firm ("Current Agreement")
provides for automatic termination in the event of its "assignment" as defined
in the 1940 Act. Although the sale of Xx. Xxxxxx'x shares is not the sale of a
controlling block of the adviser's shares and therefore not an "assignment"
under the 1940 Act, reasonable arguments can be made that the termination of his
contractual rights does effect an assignment. Since Janus Service Corporation is
a wholly owned subsidiary of Janus Capital, the transaction could also
constitute an "assignment" of the Current Agreement. Therefore, to remove any
doubt as to the continuation of the Current Agreement, we request you enter into
a new Fund Participation Agreement with the same terms as the Current Agreement
(except with a new effective date).
Please indicate your acceptance of a new Fund Participation Agreement, with the
same terms as the Current Agreement, by signing in the space provided below and
returning a signed copy of this letter to us in the enclosed postage paid
envelope no later than January 15, 2001. The new Agreement will be effective as
of the close of business on March 28, 2002.
Thank you for your attention to this matter. If you have any questions or need
additional information, please call me at (000) 000-0000 or Xxxx Xxxxx
at (000) 000-0000.
Very truly yours,
/s/ Xxxxxx X.Xxxxxx
Xxxxxx Xxxxxx
Associate Counsel
Acknowledge and Agreed:
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
/s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------
Xxxxxx X. Xxxxxxxxxxx
Vice President
Date: December 11, 2001
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