SecProbe.io

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[ Janus Letterhead ]

October 31, 2005

VIA E-MAIL AND EDGAR

U.S. Securities and Exchange Commission
Division of Investment Management
901 E Street, NW
Washington, DC  20549

Attention: Messrs. Larry Greene, Patrick Scott and Richard Pfordte

Re:      JANUS INVESTMENT FUND ("JIF")
             1933 Act File No. 2-34393
             1940 Act File No. 811-1879
         JANUS ADVISER SERIES ("JAD")
             1933 Act File No. 333-33978
             1940 Act File No. 811-09885
         JANUS ASPEN SERIES ("JAS")
             1933 Act File No. 33-63212
             1940 Act File No. 811-7736
         Preliminary Proxy Statements filed September 22, 2005

Dear Gentleman:

The purpose of this letter is to respond to comments of the staff (the "Staff")
of the Securities and Exchange Commission (the "Commission" or the "SEC"), as
communicated in telephone conferences on September 29, 2005, October 3, 2005,
October 4, 2005, October 18, 2005, October 19, 2005, October 20, 2005, and
October 24, 2005, with respect to the preliminary proxy statements (the "Proxy
Statements") and accompanying materials of JIF, JAS and JAD (each a "Fund" and
collectively, the "Funds") filed on September 22, 2005, relating to a special
meeting of shareholders of each Fund to be held on November 22, 2005. Such Proxy
Statements seek shareholder approval of certain proposals previously approved
unanimously by each Fund's Board of Trustees as follows:

         o        Elect nine Trustees (all Funds);

         o        Approve the elimination of a fundamental investment policy
                  regarding investments in income-producing securities
                  (shareholders of Janus Flexible Bond Fund, Janus Aspen
                  Flexible Bond Portfolio and Janus Adviser Flexible Bond Fund
                  only);

         o        Approve certain amendments to the Amended and Restated Trust
                  Instrument (JAD and JAS)

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         o        Approve conforming amendments to certain investment advisory
                  agreements between a Fund and Janus Capital Management ("JCM")
                  (applies to certain series of each Fund);

         o        Approve amended investment advisory agreements between the
                  Funds and JCM, on behalf of certain series, to implement a
                  performance-based investment advisory fee structure (applies
                  to certain series of each Fund); and

         o        Approve amended subadvisory agreements between JCM and
                  Enhanced Investment Technologies LLC ("INTECH") on behalf of
                  each of Janus Risk-Managed Stock Fund, Janus Adviser
                  Risk-Managed Core Fund and Janus Aspen Risk-Managed Core
                  Portfolio, to change the subadvisory fee structure.

Our responses to your comments and the supplementary information requested are
set forth below.

1.       COMMENT: With respect to the proposed performance fees, add examples
         for the Funds showing how the performance fee will be determined and
         applied. Refer to the SEC's 1972 release on performance fees that
         discusses certain requirements related to calculating performance fees.

         RESPONSE: We have included examples in accordance with your request.

2.       COMMENT: Confirm that the proposal on performance fees (and any related
         proxy disclosure) is consistent with the requirements in the SEC's 1972
         release on performance fees.

         RESPONSE: Under the revised Performance Fee Proposal, the investment
         advisory fee to be paid by each Fund will consist of two components:
         (1) a base management fee calculated and accrued daily and paid monthly
         by applying a specified fixed-rate to the Fund's average daily net
         assets during the previous month ("Base Fee"), plus or minus (2) a
         performance-fee adjustment ("Performance Adjustment") calculated and
         paid monthly and accrued daily by applying a variable rate of up to
         0.15% to the Fund's average daily net assets during the performance
         measurement period. The performance measurement period generally will
         be the previous 36 months, although no Performance Adjustment will be
         made until the proposed amendment to the investment advisory agreement
         has been in effect for at least 12 months, and when a proposed
         amendment has been in effect for at least 12 months, but less than 36
         months, the performance measurement period will be equal to the time
         that has elapsed since the proposed amendment took effect.

         We have reviewed the SEC's 1972 releases, "Factors to be Considered in
         Connection with Investment Company Advisory Contracts Containing
         Incentive Fee Arrangements," Investment Company Act Release No. 7113
         (April 6, 1972), and "Adoption of Rule 205-2 under the Investment
         Advisers Act of 1940, as Amended, Defining 'Specified Period' over
         which the Asset Value of the Company or Fund under Management Is
         Averaged," Investment Company Act Release No. 7484 (November 10, 1972),
         collectively, the

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         "1972 Releases") and confirm that the Performance Fee Proposal is
         consistent with the 1972 Releases.

3.       COMMENT: In the Janus Adviser Series proxy statement, page 40 under
         "Description of the Proposed New Advisory Agreements," the second
         paragraph appears to be missing a word within the following phrase "...
         over a rolling 36 month period, that (i) no Performance Adjustment...."

         RESPONSE: The missing word was "except, " i.e., . . . period, except
         that . . . ." However, that sentence no longer appears in the Janus
         Adviser Series proxy statement (or any of the other Proxy Statements).

4.       COMMENT: On page 40 of the Janus Adviser Series proxy statement, under
         the heading "Description of the Proposed New Advisory Agreements," in
         the third paragraph, suggest adding "for the previous month" to the
         following sentence: "For purposes of computing the Base Fee and the
         Performance Adjustment, net assets for the previous month are averaged
         over different periods (average daily net assets for the Base Fee
         versus average net assets over the performance measuring period for the
         Performance Adjustment."

         RESPONSE:  This suggestion has been incorporated into the disclosure.

5.       COMMENT: (a) Why was a 36 month rolling period selected for calculating
         the performance adjustment rather than a 12 month rolling period? We
         have seen more of the 12 month rolling period. (b) In addition, assume
         a Fund was outperforming its benchmark for 35 months and then its
         performance began declining versus its benchmark. Investors who come in
         after this 35 month period of good performance are paying for
         performance that they did not enjoy. How do you handle this scenario?
         (c) How would you also address a scenario (either separately from or in
         combination with the above scenario) where the average net assets over
         the 36 month period were large but then over the next several months
         thereafter the Fund experiences significant outflows?

         RESPONSE: With respect to comment (a) above, as noted in the revised
         Proxy Statements, the Performance Fee Proposal was the product of
         extensive deliberations by the Funds' independent trustees and their
         independent fee consultant, in consultation with their independent
         legal counsel. In the course of those deliberations, the independent
         trustees decided upon the performance measurement period described
         (i.e., a rolling 36 month period, with the phase-in period described in
         the Proxy Statements). The independent trustees determined that this
         performance measurement period was of appropriate length to ensure
         proper correlation and to prevent fee adjustments from being based upon
         random or insignificant differences between the performance of the Fund
         and of the index and further, to provide an incentive for the
         investment adviser to strive for long-term performance.

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         We note that some of the largest funds using performance fee structures
         designed to comply with Section 205(b)(2) employ a rolling 36 month
         performance measurement period, e.g., Vanguard Windsor Funds, Vanguard
         Wellington Fund, and Fidelity Magellan Fund.

         With respect to comment (b) above, we believe that the anomaly you
         describe (i.e. that recent investors entering a fund after a period of
         good performance may pay for performance that they did not enjoy) is
         inherent in Section 205(b)(2), as interpreted in the 1972 Releases,
         which effectively requires use of a period long enough to minimize the
         possibility that payments will be based upon random or short term
         fluctuations. We note also that, for the same reason, investors
         entering a fund after a period of poor performance would get a reduced
         fee, notwithstanding the fact that they did not participate in the poor
         performance.

         Similarly, the anomaly you refer to in comment (c) is inherent in
         Section 205(b)(2), as interpreted in the 1972 Releases, which requires
         that any performance adjustment be based upon net assets averaged over
         the performance period. Please note that in the section entitled
         "Performance Adjustment Examples," we have included the following
         disclosure in the introduction:

         "Each example assumes that the average daily net assets of the relevant
         Fund remain constant during a 36 month performance measurement period.
         The Performance Adjustment would be a smaller percentage of current
         assets if the net assets of the Fund were increasing during the
         performance measurement period, and a greater percentage of current
         assets if the net assets of the Fund were decreasing during the
         performance measurement period."

         We note that, all other factors being equal, a fund with poor
         performance will be more likely to shrink than a fund with excellent
         performance. For this reason, an entering investor will be more likely
         to have the benefit of a fee that is reduced by more than 0.15% of
         current net assets as a result of large outflows, than the cost of a
         fee that is increased by more than 0.15% of current net assets as a
         result of large outflows.

6.       COMMENT: With respect to the advisory fee rate, if average assets for
         the 36 month rolling period were large but closing assets were
         moderate, could the effective advisory fee rate be more than 15 bps
         (more than the maximum rate disclosed in the proxy statement)? The
         tables provided in the proxy statement showing the advisory fee rate
         for each Fund at various levels of outperformance and underperformance
         versus the Fund's benchmark index only seem to be valid if current
         assets and rolling 36 month assets are the same.

         RESPONSE: Please see our response to Comment 5. We agree with the
         Staff's comment and have revised the Proxy Statements accordingly.

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7.       COMMENT: The potential 30 basis point swing in the Performance
         Adjustment is described in the proxy statement as calculated against
         closing assets. Is this correct?

         RESPONSE: We have revised the disclosure to clarify that the Base Fee
         is calculated on current net assets and the Performance Adjustment,
         once it is fully in effect, will be calculated on average assets over a
         trailing 36 month period.

8.       COMMENT: Given that the performance fee consists of two components
         calculated from two different asset bases, the proxy statement needs to
         accurately describe (in plain English) how this calculation works, in
         particular since the adjustment is not intended to move more than 15
         bps up or down over the 36 month rolling period.

         RESPONSE: Please see our responses to the prior comments. We have
         revised the disclosure to clarify how the Base Fee and the Performance
         Adjustment are applied.

9.       COMMENT: The proxy disclosure should describe both the upside and
         downside risk of the performance fee as it is currently structured
         (Base Fee calculated monthly on current assets and Performance
         Adjustment on a 36 month rolling period). This disclosure should
         include the amount/level by which the Fund must outperform its index
         before the Performance Adjustment applies for such Fund.

         RESPONSE: We have revised the proxy statement to address these
         comments.

10.      COMMENT: The selection of the benchmark index by which the Performance
         Adjustment is measured is a material component of the investment
         advisory contract and therefore, changing to another benchmark will
         require shareholder approval. This is the current view of the SEC.

         RESPONSE: We have included disclosure to that effect in each Proxy
         Statement.

11.      COMMENT: Change "Proposed" to "Pro Forma" in the fee table.

         RESPONSE: We have incorporated the Staff's suggestion.

12.      COMMENT: In the text immediately preceding the fee table, add detail
         regarding the assumptions around the pro forma calculation, such as the
         time period for which the Performance Adjustment is being calculated.

         RESPONSE: We have incorporated the disclosure requested.

13.      COMMENT: The last two columns of the fee table, "Expense Waiver" and
         "Net Annual Operating Expenses," cannot be shown for the pro forma
         numbers for any Fund for which there is no contractual fee waiver
         through January 1, 2008. The standard rule is that expense waivers and
         resulting net annual operating expenses may only be included in the fee
         table when the waiver is contractual and covers at least the time
         period of the

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         fee table. Given that the pro forma numbers shown in the fee table
         estimate the expenses (and the management fee), as if the Performance
         Adjustment was already calculated over a 36 month rolling period, and
         the Performance Adjustment does not actually get implemented until
         January 1, 2007, any disclosure of pro forma numbers in the fee table
         should cover the January 1, 2007 to January 1, 2008 period.

         RESPONSE: We have eliminated the "Expense Waiver" and "Net Operating
         Expenses" columns from the fee table in each Proxy Statement.

14.      COMMENT: Move the footnotes that accompany the fee table to follow
         immediately after the examples to the fee table rather than after the
         fee table.

         RESPONSE: Although we believe that placing the footnotes that accompany
         the fee table after the example to the fee table (which may be several
         pages after the fee table) rather than immediately following the fee
         table may create confusion for a shareholder, given the numerous
         reiterations by the Staff to reflect the footnotes in this manner, we
         have revised the disclosure in accordance with the suggestion.

15.      COMMENT: For Janus Aspen Series, immediately preceding the fee table,
         include disclosure that indicates that if cha