EX-99.B.8.28
[JANUS LOGO]
XXXXX
XXXXX FUNDS 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 4928
PH 000-000-0000 xxx.xxxxx.xxx
October 19, 2001
Xxxxx X. Xxxxxxxx
Aetna Insurance Company of America
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Distribution and Shareholder Services Agreement - Janus Aspen Series -
Service Shares
Dear Xx Xxxxxxxx:
This letter is to request you enter into a new Distribution and Shareholder
Services Agreement ("Agreement") with Janus to permit you to continue to receive
12b-1 fees. 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. (Xxxxxxxx currently owns 91.6% of the shares
of Janus Capital. Subsequent to this 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 Distribution and Shareholder Services 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 Distributors, Inc. is a wholly owned subsidiary of Janus Capital,
the transaction could also constitute an "assignment" of the Agreements.
Therefore, to remove any doubt as to the continuation of the Current Agreement,
we request you enter into a new Distribution and Shareholder Services Agreement
with the same terms as the Current Agreement (except with a new effective date).
Please indicate your acceptance of a new Distribution and Shareholder Services
Agreement, with the same terms as the Current Agreement, by signing in the space
provided below and return a signed copy of this letter to us in the enclosed
postage paid envelope no later than November 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 (303)
336-7427.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx Xxxxxx
Associate Counsel
Acknowledge and Agreed:
Aetna Insurance Company of America.
/s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Pursuant to a Delegation of Authority dated 8/12/98
Date: 10/30/01
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