AMENDMENT TO FUND PARTICIPATION AGREEMENT
This Amendment is made as of October 12, 1998, by and among JANUS ASPEN
SERIES (the "Fund"), AETNA INSURANCE COMPANY OF AMERICA (the "Company") and
JANUS CAPITAL CORPORATION (the "Adviser").
BACKGROUND
A. The Fund, the Company and the Adviser are parties to a Fund
Participation Agreement dated December 8, 1997 (the "Agreement").
B. The parties wish to amend the Agreement as follows:
AMENDMENT
For good and valuable consideration, the receipt of which is
acknowledged, the parties agree:
1. That the first paragraph of 1. (a) Establishment of Accounts;
Availability of Fund. shall be deleted in its entirety and replaced with the
following:
The Company represents that it has established Variable
Annuity Accounts I and II and may establish such other accounts as
may be set forth in Schedule A attached hereto and as may be
amended from time to time with the mutual consent of the parties
hereto (the "Accounts"), each of which is a separate account under
Connecticut Insurance law, and (1) has been registered or, will be
registered as a unit investment trust in accordance with the
provisions of the Investment Company Act of 1940 (the "1940 Act")
or, alternatively (2) has not been registered in proper reliance
upon the exclusion from registration under Section 3(c)(11) of the
1940 Act, to serve as an investment vehicle for the Contracts.
Each Contract provides for the allocation of net amounts received
by the Company to an Account for investment in the shares of one
or more specified open-end management investment companies
available through that Account as underlying investment media.
Selection of a particular investment management company and
changes therein from time to time are made by the participant or
Contract owner (hereinafter "Participant" or "Contract Owner"), as
available under a particular Contract.
2. The Agreement, as modified by this Amendment, is ratified and
confirmed.
AETNA INSURANCE COMPANY JANUS ASPEN SERIES
OF AMERICA
By: /s/ Xxxxxx X. XxXxxxx By: /s/ Xxxxxx Xxxx
--------------------------------- ----------------------------
Name: Xxxxxx X. XxXxxxx Xxxxxx X. Xxxx
Title: For Xxxxx Xxxxxxx, Senior Assistant Vice President
Vice President pursuant to
delegation of authority
JANUS CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxx
-------------------------
Xxxxxx X. Xxxx
Assistant Vice President
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