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U.S. Securities and Exchange Commission

Investment Company Act of 1940 — Section 26(c)
Janus Aspen Series

April 10, 2008


Based on the facts and representations in your letter dated April 10, 2008, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission under Section 26(c) of the Investment Company Act of 1940 (the "Investment Company Act") against Allstate Life Insurance Company, Allstate Life Insurance Company of New York, or Lincoln Benefit Life Company (collectively the "Insurance Companies"), each of which owns shares of the Janus Aspen Series ("JAS") Foreign Stock Portfolio, if none of the Insurance Companies seeks or obtains a substitution order under Section 26(c) of the Investment Company Act in connection with a merger of the JAS Foreign Stock Portfolio into the JAS International Growth Portfolio (the "JAS Merger"), as described in your letter.

Our position is based on the facts and representations in your letter, which include your representation that the JAS Merger meets all of the requirements of rule 17a-8 under the Investment Company Act and that shareholder approval is not required for the JAS Merger to proceed in reliance on rule 17a-8. The facts and representations also include the Insurance Companies' factual situations as set forth in your letter, including the effect of the JAS Merger on contract owners and the procedures followed by the Insurance Companies with regard to notification of contract owners about the JAS Merger and about contract owners' rights in connection with the JAS Merger.

Because our position is based on the facts and representations in your letter, you should note that different facts or representations may require a different conclusion. Further, this response expresses the position of the Division on enforcement only and does not purport to express any legal conclusions on the issues presented.

Patrick F. Scott
Senior Counsel

Incoming Letter

The Incoming Letter is in Acrobat format.


Modified: 04/11/2008