[Janus Letterhead] Exhibit 99-B.8.34
January 1, 1996
VIA FACSIMILE
Aetna Life Insurance and Annuity
Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Ladies and Gentlemen:
In consideration for increasing the amount of your reimbursement under
the May 11, 1994 Fund Participation Agreement (the "Agreement") between you and
Janus Capital Corporation ("Janus"), you have agreed to amend the Agreement to
include the following provisions:
1. Effective as of the first of the month following receipt by Xxxxx of
your signed acknowledgement of, and agreement to, this letter, the
fee paid pursuant to the Agreement shall be .25% on an annual basis
of the average aggregate amount, rather than .15%.
2. You agree to send all marketing materials to Janus for review prior
to release.
3. You represent, warrant, and covenant that:
a. You will not be a "fiduciary" of the plans (the "Plans") which
purchase your annuity contracts or funding agreements, as such
term is defined in Section 3(21) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and Section
4975 of the Internal Revenue Code of 1986, as amended (the
"Code");
b. To the best of your knowledge, your receipt of the fees
described in the Agreement will not constitute a non-exempt
"prohibited transaction" as such term is defined in section 406
of ERISA and Section 4975 of the Code, and, you are not required
to be registered as a broker and dealer or as a transfer agent
pursuant to the Securities Exchange Act of 1934 or any
applicable state securities laws, in order to enter into and
perform the services set forth in the Agreement;
c. To the best of your knowledge, your receipt of the fees
described in the Agreement does not constitute fees paid for
investment advice, as that term is defined by XXXXX, nor does it
constitute payment for solicitation as defined under Rule
206(4)-3 of the Investment Advisors Act of 1940;
Aetna Life Insurance and Annuity
Company
January 1, 1996
Page 2
d. You will disclose the existence of fee arrangements like that
under the Agreement and this letter agreement to Plan
fiduciaries unrelated to you, prior to such Plan's allocation to
the Janus Funds;
e. You do not make investment recommendations with respect to any
of the Janus Funds to any of the Plans or Plan participants;
however, registered representatives of your broker-dealer
affiliates will provide recommendations to customers in
compliance with suitability requirements of the National
Association of Securities Dealers, Inc. and other appropriate
regulators.
Very truly yours,
JANUS CAPITAL CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Vice President of Compliance
ACKNOWLEDGEMENT AND AGREEMENT
We acknowledge and agree to the above amendments to the Agreement and
further acknowledge that the Agreement, as supplemented by the above, is
ratified and confirmed.
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
By /s/ Xxxxx Xxxxx Date: May 30, 1996
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Name: Xxxxx Xxxxx
Title: Senior Vice Presidnet
